Common use of ROFO Clause in Contracts

ROFO. Provided Landlord has not previously leased the adjacent space as outlined in the attached Exhibit A-1-Right of First Offer Space floor plan, containing approximately 6,622 rentable square feet (“ROFO 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 with the giving of notice and/or the passage of time would give rise to an event of default, then Tenant shall have a right of first refusal (as further described below, the “ROFR”) to 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 (the “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 (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 to execute the Amendment to Lease in form and substance reasonably acceptable to Landlord within the above stated periods, time being of the essence, then Tenant shall have waived its ROFR.

ROFO. Provided Landlord has The Shareholders' Agreement will contain the following ROFO provisions, which shall not previously leased the adjacent space as outlined apply in the attached Exhibit A-1-Right event of First Offer Space floor planan Exit: (i) transfers by certain Investors (each, containing approximately 6,622 rentable square feet (“ROFO Space”in such capacity, a "Transferring Investor"), 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 being 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 with the giving of notice and/or the passage of any time would give rise to an event of default, then Tenant shall have a right of first refusal (as further described below, the “ROFR”) to 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 (the “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 following: (a) the Base Rent Lock-in Period, any Super Material Investor; 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 fifth anniversary of Offer Completion, 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 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 Closing Date”), propose a cash transfer price for all (but not some of) the ROFO 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 (ii) if: (a) no Non-Transferring Investor serves a ROFO Offer Notice on the 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 of the ROFO Offer Notices, the Transferring Investor may transfer the ROFO Instruments to a 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 all material respects than the terms offered by the Non-Transferring Investor(s), provided that the terms of paragraph 21 are complied with (to the extent applicable). If the Lead Investor ROFO is exercised and the Transferring Investor accepts the terms of the ROFO Offer Notice, Fireball shall be entitled, but not obliged, to acquire a pro rata proportion of the ROFO Instruments on the same terms as contemplated in agreed between the ROFR NoticeLead Investor and the Transferring Investor. For the avoidance of doubt, (c) The Expansion Space the ROFO Price shall be accepted 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 process for a Material Investor Initiated ROFO in respect of all of its AS-IS condition and (d) all other terms and conditions of this Lease Shareholder Instruments within twelve months thereafter. Any such third party transferee resulting therefrom shall apply equally be deemed to the Expansion Space. Should Tenant fail to exercise the ROFR or to execute the Amendment to Lease in form and substance reasonably acceptable to Landlord within the above stated periods, time being of the essence, then Tenant shall have waived its ROFRbe an Anchor Investor.

ROFO. Provided Landlord has not previously leased the adjacent space as outlined in the attached Exhibit A-1-Right of First Offer Space floor plan, containing approximately 6,622 rentable square feet (“ROFO Space”), Tenant shall have a Right of First Offer to lease the ROFO Space Tenant may elect 1.1. The Company hereby provides Trivago 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 with the giving of notice and/or the passage of time would give rise to an event of default, then Tenant shall have a right of first refusal (as further described belowoffer, the “ROFR”) to execute an amendment to this Lease so as to add the ROFO Space (together with such additional space which that may be a part exercised by Xxxxxxx, or subject to Company’s prior written consent (not to be unreasonably withheld or delayed), any of a bona-fide offer or letter of intent to lease) to the Demised Premises Trivago’s Permitted Transferees (the “Expansion SpaceROFO”). Landlord shall notify Tenant in writing ) such that (i) if and when Landlord receives a bona-fide offer or letter the Company and/or the Board of intent to lease Directors of the Adjacent Space (together with such additional space which may be a part of a bona-fide offer or letter of intent to lease) Company (the “ROFR Board”) receives a bona fide written offer from a third party (an “Acquirer”) for a Change of Control (as defined below) that the Company or Board is interested in pursuing (such bona fide written offer, a “Third Party Initiated Change of Control Proposal”), or (ii) if the Board determines (by vote or action by written consent) to have the Company initiate a process with or otherwise engage one or more potential buyers (or an investment bank or other financial intermediary to be engaged for the purposes of soliciting interest from potential buyers) with the intention of engaging in discussions or negotiations relating to a Change of Control (a “Company Initiated Change of Control Proposal”), then the Company shall provide Trivago with written notice (the “ROFO Notice”). Tenant shall have seven (7) days from receipt stating either that a Third Party Initiated Change of such ROFR Notice in which to notify Landlord in writing Control Proposal has been received, or that Company Initiated Change of its desire to exercise its ROFRControl Proposal has been initiated, and seven (7) days thereafter in which to execute an Amendment to Lease in form and substance reasonably acceptable to Landlordas applicable. 1.2. In the event the ROFR Notice contains the Adjacent Space together with additional space in the Buildinga ROFO is triggered by a Third Party Initiated Change of Control Proposal, 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 ROFO Notice shall be same per square foot and term as contemplated in delivered to Trivago by the ROFR NoticeCompany within a reasonable timeframe after the date that the Third Party Initiated Change of Control Proposal is received. In the event that a ROFO is triggered by a Company Initiated Change of Control Proposal, (b) the Lease term for the Expansion Space ROFO Notice shall be delivered within a reasonable timeframe following such determination by the same as contemplated in the ROFR Notice, (c) The Expansion Space Board. Such ROFO Notice shall be accepted made, if applicable, on a “no-name” basis and shall not be required to contain any indication of price. 1.3. If so requested by Trivago, in writing, the Company and Trivago, or a Permitted Transferee of Trivago, as indicated by Trivago in its AS-IS condition written request detailed above and subject to Company’s approval of same (d) all other not to be unreasonably withheld or delayed), will negotiate in good faith the terms and conditions for a binding definitive agreement to consummate a Change of Control. 1.4. Notwithstanding the provision of the ROFO Notice, the Company or the Board or any officer of the Company or any person acting on Company’s behalf, may continue to engage in any discussions or negotiations, or offer, negotiate, solicit, discuss, enter into any agreement, term sheet, letter of intent, or other arrangement with any party with respect to a Change of Control, provided that prior to or during a period of 14 Business Days after the date of the ROFO Notice, the Company shall not, directly or indirectly through any representative acting on its behalf, enter into any exclusivity, no-shop or similar arrangement with any other third party. 1.5. For purposes 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 form and substance reasonably acceptable to Landlord within the above stated periodsAgreement, time being “Change of the essence, then Tenant shall have waived its ROFRControl” means a Liquidation Event.

ROFO. Provided Landlord has not previously leased the adjacent space as outlined in the attached Exhibit A-1-Right of First Offer Space floor planIf, containing approximately 6,622 rentable square feet (“ROFO 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 during the Lease Term, (a) Landlord shall demise determines to offer all or any portion of the ROFO Space from the remaining space in the Building and connect the Premises Property to the ROFO Space at its sole cost and expenses. ROFR – Continuing throughout market (“Take to Market”) for sale; or (b) Landlord receives a bona fide, unsolicited offer from an unrelated third party (an “Unsolicited Offer”; 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 giving of notice and/or the passage of time would give rise to an event of default, then Tenant shall have a right of first refusal (as further described belowthird party making such Unsolicited Offer, the “ROFRUnsolicited Offeror”) to execute an amendment purchase all or any portion of the Property (such portion of the Property, the “Offered Property”), then (A) in the Take to this Lease so as to add Market scenario, Landlord will notify Tenant, before taking the ROFO Space (together with such additional space which may be a part of a bona-fide offer or letter of intent to lease) Offered Property to the Demised Premises market, of the terms upon which Landlord intends to offer the Offered Property for sale to the market; and (B) in the Unsolicited Offer scenario, if Landlord intends to accept an Unsolicited Offer, Landlord will first provide Tenant, before 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 “Expansion SpaceROFO Purchase Notice”). Landlord shall notify Tenant not submit a ROFO Purchase Notice before Substantial Completion (defined in writing if the Work Letter, Addendum [X]) under either the Take to Market or Unsolicited Offeror scenario. For avoidance of doubt, Landlord shall not Take to Market or accept an Unsolicited Offer before Substantial Completion 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 before submittal of a bona-fide offer or letter of intent ROFO Purchase Notice to lease) 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 Purchase Notice, and the following additional terms (the “ROFO/ROFR NoticePurchase Agreement”). ): (i) a feasibility period of thirty (30) days, with Tenant shall have seven having a right of termination during such period; (7ii) days from receipt closing to occur within fifteen (15) Business Days after waiver by Tenant, or expiration, of such ROFR Notice 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 notify any third party without Landlord consent; and (v) standard representations and warranties by Landlord with respect to authority and ownership of the Property. If a contract for sale is required by Legal Requirements to be identified or agreed upon in writing of its desire order for Tenant’s ROFO to exercise its ROFRbe enforceable, and seven (7) days thereafter in which the parties agree to execute an Amendment to Lease in use a broker-standard form and substance reasonably acceptable to Landlord. In promulgated by the event the ROFR Notice contains the Adjacent Space together with additional space applicable broker’s association in the Buildingarea where the Property is located, but incorporating 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 to execute the Amendment to Lease in form and substance reasonably acceptable to Landlord within the above stated periods, time being of the essence, then Tenant shall have waived its ROFRset forth above.