Common use of ROFO Clause in Contracts

ROFO. As used herein, the term “ROFO Period” means that period of time: (1) commencing on the 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 2.2 below, ending on June 30, 2019. Tenant shall have a right of first offer (“ROFO”) to lease space (each, a “ROFO Space”) that becomes available on the 6th Floor, the 7th Floor, the 8th Floor and the 10th Floor during the ROFO Period, on the terms and conditions contained in this Section 1.4, and subject to all of the following conditions and limitations: (1) the ROFO shall terminate and be null and void if Tenant assigns 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 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 date 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 Lease, 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 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 herein, the term “ROFO Period” means that period of time: (1) time commencing on the first to occur of the 11th Floor Commencement Effective Date or the 12th Floor Commencement Date; and (2) ending on June 30, 2017 or, if Tenant duly exercises its Option pursuant to Section 2.2 below9 above, ending on June 30, 20192022. Tenant shall have a right of first offer (“ROFO”) to lease space (each, a “ROFO Space”) that becomes available on the 6th Floor, the 7th Floor, the 8th 4th Floor and 6th Floor of the 10th Floor Building during the ROFO Period, on the terms and conditions contained in this Section 1.410, and subject to all of the following conditions and limitations: (1) the ROFO shall terminate and be null and void if Tenant assigns this 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 this 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 date 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 premisesEffective 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 LeaseAmendment, 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 6th Floor, the 7th Floor, the 8th Floor and the 10th Floor 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 herein, the term “ROFO Period” means ROFR. Purchaser acknowledges that period of time: (1) commencing on the first to occur each of the 11th Floor Commencement Date or the 12th Floor Commencement Date; and (2) ending Franchise Agreements and/or Management Agreements set forth on June 30Schedule 4.8 contains a currently effective purchase option, 2017 or, if Tenant duly exercises its Option pursuant to Section 2.2 below, ending on June 30, 2019. 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 6th Floor, the 7th Floor, the 8th Floor shall be deemed deleted and the 10th Floor during the ROFO Period, on the terms and conditions contained in this Section 1.4, and subject to all of the following conditions and limitations: (1) the ROFO shall terminate and be null and void if Tenant assigns this 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 this Lease; the 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 this Agreement. Promptly after the Effective Date, Sellers shall send to each ROFO/ROFR Agreement counterparty, if any, the notices required under the applicable ROFO/ROFR Agreement in respect of the Building (ROFO/ROFR and their assignees and successors, to the extent that such assignees and successors have the right to exercise such rights) as keep Purchaser reasonably apprised of the date 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 Lease, 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 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 Liststatus thereof.

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: 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 (1) commencing the “ROFO”). The ROFO Notice shall also specify, in reasonable detail, any buildings or improvements which Landlord intends to construct or install on the first to occur Adjacent Premises and the timing 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 such construction and/or installation. The ROFO Notice shall be given as provided in Section 2.2 below, ending on June 30, 201927.01 above. 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 6th Floor, portion of the 7th Floor, the 8th Floor and the 10th Floor during Adjacent Premises specified in the ROFO Period, on Notice in accordance with the terms and conditions contained set forth in this Section 1.4, 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 this Lease to any party other than to a Permitted Transferee; apply (2the “ROFO Period”) 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 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 date 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 commence on 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 and shall terminate expire upon the expiration or earlier termination of the Lease; provided, that if the Lease shall terminate as a result of Tenant’s exercise of its Purchase Option described in Article 43 below, then the ROFO Period. Not later than 30 days after Period shall expire on the mutual execution and delivery of this Lease, Landlord or Landlord’s Broker shall provide Tenant with a list date that is immediately prior to the thirty-fifth (the “ROFO List”35th) anniversary 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 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 ListLease Commencement Date.

ROFO. As used herein(A) Either Shareholder (an “Exiting Shareholder”) may at any time from the fourth anniversary of the date of this agreement serve a written notice (an “Exit Notice”) on the other Shareholder (the “Non-Exiting Shareholder”) notifying the Non-Exiting Shareholder of its intention to sell all its Shares in the Company and exit the joint venture formed by this agreement and the Articles of Association. An Exit Notice must include details of whether or not the proposed disposal of the Shares is part of or in any way connected with a larger transaction involving members of the Exiting Shareholder’s Group and where the Exit Notice is served by the Vodafone Shareholder, it must include a Revised Brand Licence Offer. If both Shareholders serve an Exit Notice, the term Exit Notice which is deemed to have been received first in accordance with clause 34 (Notices) will be the valid Exit Notice for the purposes of this clause 16.1. An Exit Notice may not be served if an IPO Notice or Group Sale Notice has already been served by the other Shareholder and the process following such notice has not lapsed or terminated. (B) Upon the receipt of an Exit Notice, the Non-Exiting Shareholder may, at any time within eight weeks from the date of the Exit Notice, serve a written notice on the Exiting Shareholder stating that it wishes to purchase all the Shares (the “ROFO Period” means that period of time: (1) commencing on the 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 2.2 below, ending on June 30, 2019. Tenant shall have a right of first offer (“ROFOShares”) to lease space held by the Exiting Shareholder (each, a “ROFO SpaceNotice”). The ROFO Notice shall: (i) state the consideration payable (which shall be cash and/or listed shares of the Ultimate Parent of the Non-Exiting Shareholder) for the ROFO Shares, expressed as a fixed Euro amount, and all the other terms (“ROFO Terms”) that becomes available on which the ROFO Shares are proposed to be purchased, which shall not impose any obligation on the 6th Floor, Exiting Shareholder apart from the 7th Floor, obligations (a) to sell the 8th Floor full and the 10th Floor during unencumbered ownership of the ROFO PeriodShares to the Non-Exiting Shareholder together with all rights attaching thereto and (b) to provide standard title, capacity, authority and no insolvency warranties; (ii) contain an offer (the “ROFO Offer”) from the Non-Exiting Shareholder to purchase the ROFO Shares from the Exiting Shareholder on the terms and conditions contained in this Section 1.4, and subject ROFO Terms including to all pay the entire fixed consideration on completion of the following conditions sale and limitations: purchase (1whether payment of cash consideration or settlement of any share consideration, which for the avoidance of doubt shall be listed upon settlement), provided that completion of the ROFO Offer may, if so notified in the ROFO Notice, be solely conditional upon, (a) the ROFO shall terminate and be null and void if Tenant assigns this Lease to obtaining of any party other than to a Permitted Transferee; anti-trust approvals or consents (2b) the ROFO shall not be in effect during obtaining of any period of time in which fifty percent other regulatory approvals and consents and (50%) or more of the rentable square feet then contained in the Premises are subleased to any party other than to a Permitted Transferee; (3c) the ROFO shall be obtaining of no force any shareholder and/or third party consents as are, in each case, mandatorily required by law or effect during any period of time in which an Event of Default by Tenant exists under this Lease; and (4) the ROFO is subject and subordinate to any and all rights regulation (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rightsthe Listing Rules) held in connection with respect to such space by other tenants the proposed acquisition of the Building (ROFO Shares by the Non-Exiting Shareholder and their assignees sale by the Exiting Shareholder (the “ROFO Conditions”); and (iii) where the Non-Exiting Shareholder is the Liberty Global Shareholder or a member of its Group, state whether it accepts or rejects the Revised Brand Licence Offer. (C) The ROFO Notice shall be irrevocable. For the purposes of this clause 16 (Transfer of Shares for Convenience), the Vodafone Shareholder and successorsLiberty Global Shareholder agree that: (i) if the Liberty Global Shareholder offers listed shares in its Ultimate Parent as consideration for a ROFO Offer, it shall: (a) offer Class C shares (which have the stock code LBTYK as at the date of this agreement); (b) a combination of such Class C Shares and Class A Shares (which have the stock code LBTYA as at the date of this agreement), to be offered in proportions equal to the extent proportion that the value of each such share class (being the relevant total number of shares in issue (excluding shares held in treasury) multiplied by the relevant closing share price) represents of the total aggregate value of the Class C Shares and Class A Shares in issue (excluding shares held in treasury), in each case on the last trading day prior to the date of the ROFO Notice; or (c) if at the date of the ROFO Notice the Class C shares or Class A Shares no longer exist or its Ultimate Parent has one or more other classes of listed common or ordinary share not in existence at the date of this agreement, it will offer the class of share which provides the broadest exposure to the profits or losses of its Ultimate Parent’s Group; and (ii) if the Vodafone Shareholder offers listed shares in its Ultimate Parent as consideration for a ROFO Offer and it has more than one class of listed common or ordinary share, it will offer the class of share which provides the broadest exposure to the profits or losses of its Ultimate Parent’s Group. (D) The Exiting Shareholder may accept the ROFO Offer contained in the ROFO Notice by providing notice in writing to the Non-Exiting Shareholder within two weeks of the date of the ROFO Notice (failing which, the ROFO Offer will expire). If the Exiting Shareholder accepts the ROFO Offer, the sale and purchase of the ROFO Shares shall be completed in accordance with clause 18 (Completion of Transfers) on the date which is the later of: (i) 10 Business Days after the date on which all of the ROFO Conditions have been satisfied or waived (in whole or in part) by mutual agreement of the Shareholders; and (ii) 10 Business Days after the date on which the Exiting Shareholder accepted the ROFO Offer, or on such other date as the Shareholders may agree, provided always that such assignees date shall be no later than the ROFO Completion Deadline, failing which the agreement to sell and successors purchase the ROFO Shares shall terminate automatically. If all or part of the consideration for the ROFO Shares comprises shares in the Ultimate Parent of the Non-Exiting Shareholder, such Shares shall be valued at the Share VWAP on the date of completion of the transfer of the ROFO Shares, or, at the election of the Non-Exiting Shareholder, some or all of the fixed amount of consideration may be satisfied in cash on completion of such transfer. Where the Non-Exiting Shareholder is the Liberty Global Shareholder or a member of its Group and its ROFO Notice stated that it had accepted the Revised Brand Licence Offer, on completion of the sale of the ROFO Shares the Company shall, or shall procure that a member of its Group shall, execute a brand licence on the terms and conditions set out in the Revised Brand Licence Offer. (E) The Shareholders acknowledge that the Non-Exiting Shareholder shall be entitled (subject to applicable law and regulation) to require the Company and its Group to incur additional financial debt for the purposes of financing or refinancing the purchase of the ROFO Shares by the Non-Exiting Shareholder, provided the incurring of such additional financial debt is conditional on completion of the purchase of the ROFO Shares by the Non-Exiting Shareholder. (F) If: (i) the Non-Exiting Shareholder does not serve a ROFO Notice on the Exiting Shareholder within eight weeks from the date of the Exit Notice in accordance with clause 16.1(B) or the agreement to sell and purchase the ROFO Shares is terminated pursuant to clause 16.1(D); or (ii) the ROFO Offer is not accepted by the Exiting Shareholder within two weeks of the date of the ROFO Notice in accordance with clause 16.1(D), the Exiting Shareholder shall have the right to exercise such rightselect, by giving notice in writing (an “Exit Election Notice”) as to the Non-Exiting Shareholder and the Company within one month of the date 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 expiry of the date eight week period or of this Lease, Intuit might not yet have executed its lease amendment adding the 10th Floor termination as set out or referred to its premises. For in (i) or the avoidance of doubt, the ROFO shall terminate upon the expiration lapse of the ROFO Period. Not later than 30 days after Offer in the mutual execution case of (ii) (as applicable), that it wishes to pursue: (a) a sale of all the Shares in the Company to a third party, in which case the provisions of clause 16.2 (Drag Sale) shall apply; or (b) an IPO of the Company, in which case it shall be deemed to have served an “IPO Notice” and delivery of this Lease, Landlord or Landlord’s Broker the Exiting Shareholder shall provide Tenant with a list (be deemed to be the “ROFO ListInitiating Shareholder” and the Non-Exiting Shareholder shall be deemed to be the “Receiving Shareholder”, in each case for the purposes of clause 19 (IPO); or (c) a dual track process of a sale of all the Shares in the Company and an IPO of the tenants that Landlord believes Company, in which case both clauses 16.1(F)(ii)(a) and 16.1(F)(ii)(b) shall apply but the Exiting Shareholder shall be entitled to decide which of the two processes will be completed. (G) Both Shareholders shall act 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 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 Listin compliance with their obligations under this clause 16.1.

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 that period Space”), Tenant shall have a Right of time: First Offer to lease the ROFO Space Tenant may elect with thirty (130) commencing 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 first Lease Term, Landlord shall demise the ROFO Space from the remaining space in the Building and connect the Premises to occur 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 with the 11th Floor Commencement Date or giving of notice and/or the 12th Floor Commencement Date; and (2) ending on June 30passage of time would give rise to an event of default, 2017 or, if Tenant duly exercises its Option pursuant to Section 2.2 below, ending on June 30, 2019. then Tenant shall have a right of first offer refusal (as further described below, the “ROFOROFR”) to lease execute an amendment to this Lease so as to add the ROFO Space (together with such additional space which may be a part of a bona-fide offer or letter of intent to lease) to the Demised Premises (each, a the “ROFO Expansion Space”). Landlord shall notify Tenant in writing if and when Landlord receives a bona-fide offer or letter of intent to lease the 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 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 becomes available (a) the Base Rent and Additional Rent on the 6th FloorExpansion Space shall be same per square foot and term as contemplated in the ROFR Notice, (b) the 7th FloorLease term for the Expansion Space shall be the same as contemplated in the ROFR Notice, the 8th Floor (c) The Expansion Space shall be accepted in its AS-IS condition and the 10th Floor during the ROFO Period, on the (d) all other terms and conditions contained of this Lease shall apply equally to the Expansion Space. Should Tenant fail to exercise the ROFR or to execute the Amendment to Lease in this Section 1.4form and substance reasonably acceptable to Landlord within the above stated periods, and subject to all time being of the following conditions and limitations: (1) the ROFO shall terminate and be null and void if Tenant assigns 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 essence, 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 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 date 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 Lease, 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 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 Listwaived its ROFR.

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: (1) commencing on the 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 2.2 below, ending on June 30, 2019. 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 for lease, then Landlord shall promptly notify Tenant of the 6th Flooravailability of such Second Generation Space, the 7th Floorand Tenant may, the 8th Floor and the 10th Floor during the ROFO Periodwithin 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 1.4, 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 this 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 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 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 in Landlord’s sole discretion to exercise put the Second Generation Space on the market; provided, however, such rights) as of the date of this Lease. With respect Second Generation Space shall then be subject 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 Lease, 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 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 Listunder Section 39.1.

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 of time: (1) commencing on the first shall terminate with respect to occur such sale of the 11th Floor Commencement Date or Leased Property). Upon Landlord’s receipt of the 12th Floor Commencement Date; Tenant ROFO Acceptance, Landlord and (2) ending on June 30, 2017 or, if Tenant duly exercises its Option pursuant to Section 2.2 below, ending on June 30, 2019. 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 6th Floor, the 7th Floor, the 8th Floor and the 10th Floor 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 1.418.2 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 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 this 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 date 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 Lease, 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 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 Listmutatis mutandis.

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: (1Unsolicited Offeror”) commencing on the first to occur purchase all or any portion of the 11th Floor Commencement Date or Property (such portion of the 12th Floor Commencement DateProperty, 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 upon which Landlord intends to offer the Offered Property for sale to the market; and (2B) ending on June 30, 2017 orin the Unsolicited Offer scenario, if Tenant duly exercises its Option pursuant Landlord intends to Section 2.2 belowaccept an Unsolicited Offer, ending on June 30Landlord will first provide Tenant, 2019. Tenant shall have a right of first offer (“ROFO”) to lease space (eachbefore entering into any agreement with the Unsolicited Offeror, a copy of the written offer from the Unsolicited Offeror (in either such scenario, such notification from Landlord to Tenant, the “ROFO SpacePurchase Notice”) that becomes available on the 6th Floor, the 7th Floor, the 8th Floor and the 10th Floor during the ROFO Period, on the terms and conditions contained in this Section 1.4, and subject to all of the following conditions and limitations: (1) the ROFO shall terminate and be null and void if Tenant assigns this Lease to any party other than to a Permitted Transferee; (2) the ROFO ). Landlord shall not be in effect during any period of time in which fifty percent submit a ROFO Purchase Notice before Substantial Completion (50%) or more of the rentable square feet then contained defined in the Premises are subleased Work Letter, Addendum [X]) under either the Take to any party other than to a Permitted Transferee; (3) the ROFO shall be of no force Market or effect during any period of time in which an Event of Default by Tenant exists under 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 date 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 premisesUnsolicited 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 Lease, 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 order for Tenant’s ROFO to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) to the 6th Floorbe enforceable, the 7th Floorparties agree to use a broker-standard form promulgated by the applicable broker’s association in the area where the Property is located, but incorporating 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 Listterms set forth above.

ROFO. As used herein, the term “ROFO Period” means that period of time: (1) commencing Commencing on the first to occur of the 11th Floor Commencement Date or the 12th Floor Commencement Date; and (2) ending on June 30of this Lease, 2017 or, if Tenant duly exercises its Option pursuant to Section 2.2 below, ending on June 30, 2019. Tenant shall have a right of first offer (“ROFO”) to lease space that becomes available on the 14th, 19th and 20th Floors of the Building and, if applicable, the Early Terminated Floor (eachcollectively, a “ROFO Space”) that becomes available on the 6th Floor, the 7th Floor, the 8th Floor and the 10th Floor during the ROFO Periodinitial Term of this Lease ending on July 31, 2025, on the terms and conditions contained in this Section 1.41.7, and subject to all of the following conditions and limitations: : (1) the The ROFO shall terminate and be null and void if Tenant assigns this Lease to any party other than to a Permitted Transferee; Transferee or if Tenant exercises its Later Contraction Right pursuant to Section 1.8; (2) the 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 The ROFO shall forever terminate and be of no force or effect during null and void upon any period of time in which an Event of Default by Tenant exists under this Lease; and ; (4) the The ROFO is subject and subordinate to any and all rights granted by Landlord or asserted by others with respect to any ROFO Space (including, without limitation, leases, options to renew or extend renewal and extension rights and rights of first offer, first negotiation, first refusal or other expansion rights); (5) held with respect The ROFO is subject and subordinate to such space by other tenants of the Building (and their assignees and successors, to the extent that such assignees and successors have the Landlord’s right to exercise extend or renew any then existing lease of ROFO Space or otherwise to lease ROFO Space to any tenant, subtenant or other occupant of such rightsROFO Space; (6) as of The ROFO is subject and subordinate to Landlord’s and Landlord’s affiliates’ right to use and/or lease the date 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 ROFO Space; and (47) above, notwithstanding that, as of the date of this Lease, Intuit might If not yet have executed its lease amendment adding the 10th Floor to its premises. For the avoidance of doubtpreviously terminated, the ROFO shall terminate upon the expiration of the ROFO Period. Not later than 30 days after the mutual execution and delivery of this Leaseon July 31, 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 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 List2025.

ROFO. As used herein(i) Except with respect to any Transfer that, if consummated, would constitute a Permitted Transfer pursuant to Sections 15.03(a)-(g) and any Transfer subject to Section 15.02(a), a Transferring Party may make a Transfer of any Ownership Interests only if it has complied with the requirements of this Section 15.02 and such Transfer is made in accordance with the other requirements of this Article XV. Prior to initiating any auction or sales process, the term Transferring Party shall give to the other Parties written notice (except a Party that, at the time, is in default under Sections 16.01(a), (f) or (g)) of the proposed transaction (the “ROFO Period” means that period Offer Notice”) setting forth the Ownership Interests the Transferring Party proposes to Transfer (the “ROFO Offered Interest”). (ii) Upon receipt of time: (1) commencing on the first to occur of the 11th Floor Commencement Date or the 12th Floor Commencement Date; and (2) ending on June 30an ROFO Offer Notice, 2017 or, if Tenant duly exercises its Option pursuant to Section 2.2 below, ending on June 30, 2019. Tenant any Party receiving such notice shall have a right of first offer (“ROFO”) to lease space (each, a “ROFO Space”) that becomes available on negotiate with the 6th Floor, Transferring Party for the 7th Floor, the 8th Floor and the 10th Floor during the ROFO Period, on the terms and conditions contained in this Section 1.4, and subject to all of the following conditions and limitations: (1) the ROFO shall terminate and be null and void if Tenant assigns 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 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 date 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 purchase of the ROFO Period. Not later than 30 Offered Interests by giving written notice to the Transferring Party within thirty (30) days after receipt of the mutual execution and delivery of this Lease, Landlord or Landlord’s Broker shall provide Tenant with a list ROFO Offer Notice (the “ROFO ListOffer Deadline”) stating that it elects to negotiate to acquire the ROFO Offered Interest (the “ROFO Return Notice”). Upon any timely delivery of a ROFO Return Notice by any Party, such Party and the tenants that Landlord believes Transferring Party shall negotiate exclusively and in good faith for forty-five (but without representation or warranty45) have rights (includingdays, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) to the 6th Floorunless otherwise agreed by those Parties, the 7th Floor, terms of 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 Transfer of the ROFO ListOffered Interests. A failure to give the ROFO Return Notice by the ROFO Transmission Use and Capacity Exchange Agreement Offer Deadline shall be deemed to be an election not to negotiate to acquire the ROFO Offered Interest and, and Tenant agrees that Tenant shall have no claim if both other Parties elect not to negotiate to acquire the ROFO Offered Interest or recourse against Landlord the applicable Parties do not agree on account of the incompleteness or inaccuracy Transfer of the ROFO ListOffered Interests within such forty-five (45) day period, subject to the Transferring Party’s compliance with the provisions of Section 15.01, Sections 15.02(b) and (d) and Section 15.04, the ROFO Offered Interest may be thereafter Transferred.

ROFO. As used herein, the term “ROFO Period” means ROFR. Purchaser acknowledges that period of time: (1) commencing on the first to occur each of the 11th Floor Commencement Date or the 12th Floor Commencement Date; and (2) ending Franchise Agreements and/or Management Agreements set forth on June 30Schedule 4.8 contains a currently effective purchase option, 2017 or, if Tenant duly exercises its Option pursuant to Section 2.2 below, ending on June 30, 2019. 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 6th Floor, the 7th Floor, the 8th Floor shall be deemed deleted and the 10th Floor during the ROFO Period, on the terms and conditions contained in this Section 1.4, and subject to all of the following conditions and limitations: (1) the ROFO shall terminate and be null and void if Tenant assigns this 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 this Lease; the 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 this Agreement. Promptly after the Effective Date, Sellers shall send to each ROFO/ROFR Agreement counterparty, if any, the notices required under the applicable ROFO/ROFR Agreement in respect of the Building (ROFO/ROFR and their assignees and successors, to the extent that such assignees and successors have the right to exercise such rights) as keep Purchaser reasonably apprised of the date 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 Lease, 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 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 Liststatus thereof.

ROFO. As used hereinIf the LGT Lenders (and/or any Affiliate or Related Fund of an LGT Lender) (each an “Eligible LGT ROFO Beneficiary”) hold, at the term “ROFO Period” means relevant time, (without any sub-participation or sub-contract (or similar), but calculated or determined on an aggregate basis for funds managed by the same manager) a total aggregate principal amount of commitments under the Facilities (excluding any capitalised interest) that period of time: (1) commencing on the first is at least equal to occur 66⅔% of the 11th Floor Commencement Date or total aggregate principal amount of the 12th Floor Commencement Date; and (2) ending on June 30commitments of the LGT Lenders as at the date of the Commitment Letter, 2017 or, if Tenant duly exercises its Option pursuant to Section 2.2 below, ending on June 30, 2019. Tenant then such Eligible LGT ROFO Beneficiaries shall have benefit from a right of first offer (“ROFO”but not a right of last look) to lease space participate, in a pro rata amount, in any Additional Facility constituting a term loan facility to be established in reliance on paragraph (each, a “ROFO Space”I)(i) that becomes available on of the 6th Floor, the 7th Floor, the 8th Floor and the 10th Floor during the ROFO Period, Additional Facility Amount Condition on the terms and conditions contained proposed by the Company in this Section 1.4, and subject to all respect of the following conditions and limitations: (1) the ROFO shall terminate and be null and void if Tenant assigns 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 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 Additional Facility. Such right to exercise participate shall (i) only be exercisable by such rights) as Eligible LGT ROFO Beneficiaries within 10 Business Days of the date of this Leasethe relevant notice from the Company evidencing the Company’s intention to establish the relevant Additional Facility and setting out the terms proposed in respect of that Additional Facility (and, for the avoidance of any doubt, during such period the Company will not solicit competing offers from third-party financiers, without the prior consent of the Eligible LGT ROFO Beneficiaries), but (ii) shall automatically terminate if definitive binding commitment documentation is not entered into by the Eligible LGT ROFO Beneficiaries that exercised their right to participate within 10 BDs of the respective date each such Eligible LGT ROFO Beneficiary affirmed their intention to participate. With If paragraph (ii) applies or the Eligible LGT ROFO Beneficiaries refuse or are unable to participate in the relevant Additional Facility on the terms offered by the Company (or the Eligible LGT ROFO Beneficiaries abstain or otherwise fail to respond to or request changes (or conditions) to any of the terms of that Additional Facility from the terms offered by the Company (other than a request to increase its commitment and participation in that Additional Facility (including an increase above its pro rata entitlement, and in respect of any such request to increase its commitment the Company may exercise its sole and absolute discretion, including, for the avoidance of doubt, refusing such request) or to replace it with an Affiliate or Related Fund) or offer to participate on a less than pro rata basis in that Additional Facility, the Company shall be free to approach any other potential financier(s) and shall be free to deal, transact, solicit, negotiate and to establish and enter into an Additional Facility with one or more such financier(s), provided only that the terms entered into with that financier(s) are not (when taken as a whole) materially more beneficial to (and from the perspective of) the financier(s) than those offered to the 10th Floor, Tenant acknowledges and agrees that Intuit is a tenant with superior rights, as described in clause Eligible LGT ROFO Beneficiaries pursuant to the ROFO (4) above, notwithstanding that, as unless the prior consent of the date of this LeaseEligible LGT ROFO Beneficiaries (acting in good faith and not to be unreasonably withheld, Intuit might not yet have executed its lease amendment adding the 10th Floor to its premisesdelayed or conditioned) has been obtained). For the avoidance of any doubt, no term of the ROFO shall terminate upon prevent or limit the expiration Company from raising any uncommitted portion of any applicable Additional Facility should the Eligible LGT ROFO Beneficiaries agree to participate only up to their pro rata share and such pro rata share is an amount that is less than 100% of the amount of the relevant Additional Facility being sought to be raised by the Company. The ROFO will not apply to any Eligible LGT ROFO Beneficiary if, in the reasonable determination of the Company, after consultation with the Eligible LGT ROFO Beneficiaries (or the relevant manager(s) or other representative of such Eligible LGT ROFO Beneficiaries) such Eligible LGT ROFO Beneficiary would not be able to participate on the terms proposed by the Company in respect of that Additional Facility as a result of any legal or regulatory restrictions or lender licensing restrictions or requirements or if that Eligible LGT ROFO Beneficiary would not a be Qualifying Lender in respect of the proposed borrower of that Additional Facility (and, for the avoidance of any doubt, there shall be no obligation on the Company to restructure the proposed terms of the Additional Facility, such as restructuring the Additional Facility as a bond or changing the jurisdiction of the proposed borrower, in order to seek to mitigate any restrictions or requirements). The ROFO shall be for the benefit of the Eligible LGT ROFO Beneficiaries only, and the rights of the Eligible LGT ROFO Beneficiaries in respect of the ROFO Period. Not later than 30 days after the mutual execution and delivery of this Lease, Landlord or Landlord’s Broker shall provide Tenant with be recorded in a list (the “ROFO List”) of the tenants that Landlord believes in good faith side letter (but without representation being a Finance Document) and shall not be capable of being assigned or warranty) have transferred (and will not benefit any assignee or transferee of any Eligible LGT ROFO Beneficiary). If, at any time, any Eligible LGT ROFO Beneficiary becomes a Defaulting Lender, all of its 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 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 in respect of the ROFO List, shall immediately and Tenant agrees that Tenant shall have no claim or recourse against Landlord on account of the incompleteness or inaccuracy of the ROFO Listautomatically terminate.

ROFO. As used hereinAt any time prior to a Liquidity Transaction, the term “ROFO Period” means that period of time: (1) commencing on the 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 2.2 below, ending on June 30, 2019. Tenant SAFE shall have a the following right of first offer (the “ROFO”) with respect to lease space any direct or indirect Transfer (each, a but excluding any Permitted Transfers) of the CARET Units by any Person (the “ROFO SpaceSelling Party”) that becomes available other than (i) those held, directly or indirectly, by SAFE or its controlled Affiliates or (ii) Transfers of shares of stock publicly traded on the 6th Floor, the 7th Floor, the 8th Floor and the 10th Floor during the ROFO Period, on a nationally recognized stock exchange (all subject to the terms and conditions contained in of subsections (a) through (d) of this Section 1.413.8). (a) Pursuant to SAFE’s ROFO, and subject a Selling Party shall deliver to all SAFE a written notice (the “ROFO Notice”) setting forth the number of CARET Units such Selling Party wishes to Transfer (such CARET Units, the “Offered Units”). (b) During the Offer Period, SAFE shall have the right, but not the obligation, to offer to purchase all, but not less than all, of the following Offered Units at a cash price (the “Offer Price”) and on other terms and conditions as set forth in a written notice delivered to the Selling Party (such notice, an “Offer Notice”). (c) For a period of fifteen (15) business days after delivery of an Offer Notice by SAFE (the “Acceptance Period”), the Selling Party shall have the right, but not the obligation, to accept SAFE’s offer to purchase the Offered Units at the Offer Price and limitations: on the other terms and conditions set forth in the Offer Notice by delivering to SAFE a written notice (1such notice, an “Acceptance Notice”). Following delivery of an Acceptance Notice, the Selling Party and SAFE shall use reasonable efforts to consummate SAFE’s purchase of the Offered Units on the terms set forth in the Offer Notice within sixty (60) days after delivery of an Acceptance Notice. (d) In the event that (i) SAFE fails to deliver an Offer Notice prior to the expiration of the Offer Period, (ii) SAFE delivers a Rejection Notice or (iii) the ROFO Selling Party fails to deliver an Acceptance Notice during the Acceptance Period, the Selling Party shall terminate and be null and void if Tenant assigns this Lease free to Transfer the Offered Units to any party other than to a Permitted Transferee; provided that such Transfer (2A) complies with the ROFO shall not be in effect during any period Conditions of time in which fifty percent Transfer, (50%B) or more is consummated within one hundred twenty (120) days following the expiration of the rentable square feet then contained Offer Period, (C) if SAFE delivers an Offer Notice, is consummated on terms more favorable to the Selling Party in the Premises are subleased to any party other aggregate than to a Permitted Transferee; (3) the ROFO shall be of no force or effect during any period of time terms set forth in which an Event of Default by Tenant exists under this Lease; and (4) the ROFO is subject and subordinate to any and all rights (Offer Notice, including, without limitation, leasesat a purchase price greater than the Offer Price; and (D) the Transferee complies with the process to be treated as a Substituted Member hereunder. If the Selling Party does not consummate any such Transfer within such time period, options to renew any direct or extend and rights indirect Transfer 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, any CARET Units shall again become subject to the extent that such assignees and successors have the right to exercise such rights) as of the date of ROFO set forth in 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 Lease, 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 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 ListSection 13.8.

ROFO. As used herein17.1.1 Provided there is not then any outstanding Event of Default, the term “ROFO Period” means that period of time: (1) commencing on the first to occur of the 11th Floor Commencement Date or the 12th Floor Commencement Date; and (2) ending on June 30so long as this Lease is in effect, 2017 or, if Tenant duly exercises its Option pursuant to Section 2.2 below, ending on June 30, 2019. Tenant shall will have a right of first offer opportunity (the “Purchase ROFO”) to lease space attempt to negotiate a binding agreement of purchase and sale for the Tenant Space or a portion thereof as set forth below should Landlord decide in its sole, absolute and unfettered discretion to sell or otherwise transfer the Tenant Space or a portion thereof to an unrelated party (eachbut Tenant shall not be entitled to purchase any other additional properties) to be exercised in accordance with the provisions of this Section 17.1. 17.1.2 Prior to offering the Tenant Space in whole or in part for sale or transfer, a the Landlord shall first offer in writing to sell the Tenant Space or the relevant part thereof (the “ROFO SpaceProperty”), by way of a written notice (the “Offer Notice”) that becomes available on to Tenant. The Offer Notice must describe the 6th Floor, the 7th Floor, the 8th Floor proposed Tenant Space or a portion thereof which Landlord is prepared to sell and the 10th Floor during estimated closing date of the ROFO Periodproposed sale. Thereafter, on Tenant shall have the right to offer to purchase the Tenant Space or relevant portion offered by Landlord in an as is where is condition without any representations or warranties at a price and upon the terms and conditions contained stated in this Section 1.4a written notice from Tenant to Landlord (the “Interest Notice”), which Interest Notice may only be exercised by Tenant within ten (10) Business Days after Tenant’s receipt of the Offer Notice. In the event the Tenant delivers the Interest Notice to the Landlord within the time and manner required herein, Landlord and Tenant shall thereafter, acting reasonably and in good faith attempt to agree upon the purchase price and otherwise come to a final and binding agreement upon, and subject execute and deliver, a commercially reasonable form of purchase and sale agreement documenting Tenant’s agreement to purchase the ROFO Property within twenty (20) days after Landlord’s receipt of the Interest Notice (the “PSA Period”). In the event that Landlord and Tenant are unable to come to a final and binding agreement upon, and execute and deliver, a binding purchase and sale agreement documenting Tenant’s agreement to purchase the ROFO Property within the PSA Period for any reason whatsoever, time being of the essence, the Interest Notice shall be deemed automatically to have been withdrawn (and/or otherwise revoked) by Tenant as of the expiration of such PSA Period. In such event, or if Tenant is otherwise disqualified from doing so, then thereafter Landlord may proceed to negotiate a purchase and sale agreement for the Tenant Space with a bona fide third party purchaser(s) (the “Third Party Offer”), free and clear of Tenant’s Purchase ROFO right, for a period of three hundred and sixty (360) days thereafter, upon those business terms and conditions which Landlord is prepared to accept in Landlord’s sole, absolute and unfettered discretion at which point the Purchase ROFO shall be null and void and be of no further force or effect as to the portion of the Tenant Space that was sold (but this Purchase ROFO shall continue in full force and effect as to any remaining portion of the Tenant Space, if any). Notwithstanding the foregoing, if the Third Party Offer does not close within three hundred and sixty (360) days following the expiration of the PSA Period, then the requirement to deliver a new Offer Notice in the manner set out above shall again apply, if Landlord in its sole, absolute and unfettered discretion thereafter elects to sell or transfer the Tenant Space or a portion thereof. 17.1.3 In addition, notwithstanding any provision of this Article 17 to the contrary: (A) Tenant shall have no Purchase ROFO right related to and this Article 17 shall not apply to any Third Party Offer that is part of a multi-property purchase offer (i.e., if a third party purchaser indicates to Landlord an interest in acquiring two (2) or more properties owned by Landlord, and/or the affiliate(s) of Landlord (a “Multi-Property Purchase Offer”), then Landlord’s conveyance of the ROFO Property to the third party (or its affiliate) shall, provided that such conveyance is effected together with the conveyance of some or all of such other property(ies), be deemed to be free of restriction or encumbrance related to the following conditions terms of this Article 17 of the Lease); and (B) Tenant shall have no Purchase ROFO right related to and limitationsthis Article 17 shall not apply to any sale, transfer, foreclosure and/or conveyance of the ROFO Property: (i) by Landlord to: (1) the ROFO shall terminate and be null and void if Tenant assigns this Lease to any party other than to a Permitted Transfereecomprising Landlord and/or any affiliate or subsidiary of any member of the Landlord Group; (2) the ROFO shall not be in effect during any period partnership, trust or joint venture of time in which fifty percent (50%) or more any member of the rentable square feet then contained in the Premises are subleased to any party other than to Landlord Group is a Permitted Transfereepart; or (3) the Xxxxxxx Family; (ii) by or on behalf of a Holder in connection with a foreclosure, power of sale or sale resulting from the Holder enforcing its rights or remedies (but the Purchase ROFO shall be of no force or effect during any period of time in which an Event of Default by Tenant exists under 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 will apply with respect to such space by other tenants subsequent sales) or (iii) relating to the sale or conveyance of an immaterial portion of the Building (and their assignees and successors, Property to the extent that such assignees and successors have the right City, utility providers, abutting land owners, pursuant to exercise such rights) as of the date of this Lease. With respect to the 10th Floor, Tenant acknowledges and agrees that Intuit is a tenant Operating Agreements or otherwise in conjunction 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 Lease, 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 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 Listprudent real property title practice.