Common use of ROFR Clause in Contracts

ROFR. Subject to the provisions below, and provided there is no Event of Default by Tenant under the Lease and that Tenant has not subleased or assigned its rights there­under, Tenant shall have a Right of First Refusal (“ROFR”) with respect to the suite which is con­tiguous to the Premises and contains approximately 3,499 RSF, as depicted on Schedule 1A attached to this Lease (“ROFR Space”). The ROFR shall begin on the Commencement Date and shall expire when there shall be less than 18 months remaining in the Lease Term (excluding any then unexercised renewal option). Landlord shall periodically advise Tenant in writing (“ROFR Notice”) of the major economic terms of any bona fide offer to lease the ROFR Space which Landlord has made to or received from a third party. The major economic terms in the ROFR Notice shall include, at a minimum, the lease term, base rental rate, operating cost stop or Base Year, tenant improvement allowance, and rent commencement date. During the five (5) business days after Tenant’s receipt of the ROFR Notice, Tenant may lease the ROFR Space by advising Landlord in writing (“Acceptance Notice”) that it wishes to lease the ROFR Space, in which event Landlord and Tenant shall enter into a separate lease or lease amendment within the following twenty (20) days adding the ROFR Space to the Premises upon the major economic terms for the ROFR Space specified in the ROFR Notice, including the lease term, and otherwise containing provisions equivalent to those in this Lease. Tenant shall lease the ROFR Space “As is,” with no agreement of Landlord to alter, remodel, decorate, clean or improve the ROFR Space, or to provide Tenant with any credit or allowance for the same, except as expressly set forth in the ROFR Notice. If Tenant does not pro­vide a timely Acceptance Notice, or timely execute the separate lease or ,,lease amendment, then Landlord may lease the ROFR Space on substantially similar terms (i.e., within 7.5%) to any third person during the eight (8) months following the ROFR Notice without further notice to Tenant. Tenant shall have no further ROFR rights once the ROFR Space has been leased to a third person. This Lease is executed as of the date first written above. LANDLORD AGF WOODFIELD OWNER, L.L.C., a Delaware limited liability company By: XXXXX XXXX LASALLE AMERICAS (ILLINOIS), L. P., Property Manager and Authorized Agent By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Its: Vice President TENANT THE ULTIMATE SOFTWARE GROUP, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Its: Vice President Page SCHEDULE 1 DEPICTION OF PREMISES [] SCHEDULE 1A DEPICTION OF ROFR SPACE [] SCHEDULE 2 RULES AND REGULATIONS GENERAL RULES Tenant shall faithfully observe and comply with the following Rules and Regulations.

ROFR. Subject With respect to certain of the provisions belowSites, and provided there is no Event of Default by Tenant under the Lease and that Tenant has not subleased a right of first refusal, right of first offer or assigned its rights there­under, Tenant shall have similar right to purchase a Right of First Refusal Site that is triggered by an offer or agreement by Seller to sell the related Site to Buyer (a “ROFR”, and each Tenant with a ROFR, a “ROFR Tenant”, and each Site that is subject to a ROFR, a “ROFR Site”). Any obligations of Seller under this Agreement to sell any ROFR Site are subject to the rights of the related ROFR Tenant with respect to such ROFR Site, such that the execution of this Agreement by Seller and Buyer does not (and is not intended by the Parties to) cause a breach of such ROFR Tenant’s Lease, or a violation of or interference with such Tenant’s contractual rights. If not delivered prior to the execution of this Agreement, then not later than ten (10) Business Days after the Effective Date, Seller will provide each ROFR Tenant with a notice with respect to the suite which is con­tiguous to the Premises and contains approximately 3,499 RSF, as depicted on Schedule 1A attached to this Lease proposed sale of its Site (“ROFR Space”). The ROFR shall begin on the Commencement Date and shall expire when there shall be less than 18 months remaining in the Lease Term (excluding any then unexercised renewal option). Landlord shall periodically advise Tenant in writing (a “ROFR Notice”) of pursuant to this Agreement in substantially the major economic terms manner required under such ROFR Tenant’s Lease (or in such manner as may otherwise be acceptable to such ROFR Tenant). If any such ROFR Tenant timely and properly exercises its ROFR with respect to a ROFR Site, such ROFR Site will be designated as a “ROFR Excluded Site” and excluded from the sale under this Agreement. Seller will give Buyer prompt notice of any bona fide offer ROFR Site that becomes a ROFR Excluded Site, and thereupon Schedule A will be amended by the Parties to lease remove the ROFR Space which Landlord has made Excluded Site from the Property being purchased and sold under this Agreement, the Purchase Price will accordingly be reduced by the Allocated Purchase Price corresponding to such ROFR Excluded Site, and thereafter the Parties will have no further rights or received from a third party. The major economic terms in obligations under this Agreement with respect to the ROFR Notice shall include, at a minimum, the lease term, base rental rate, operating cost stop or Base Year, tenant improvement allowance, and rent commencement date. During the five (5) business days after Tenant’s receipt of the ROFR Notice, Tenant may lease the ROFR Space by advising Landlord in writing (“Acceptance Notice”) that it wishes to lease the ROFR Space, in which event Landlord and Tenant shall enter into a separate lease or lease amendment within the following twenty (20) days adding the ROFR Space to the Premises upon the major economic terms for the ROFR Space specified in the ROFR Notice, including the lease term, and otherwise containing provisions equivalent to those in this Lease. Tenant shall lease the ROFR Space “As is,” with no agreement of Landlord to alter, remodel, decorate, clean or improve the ROFR Space, or to provide Tenant with any credit or allowance for the sameExcluded Site, except as expressly set forth in the for any Obligations Surviving Termination relating to such ROFR NoticeExcluded Site. If a ROFR Tenant does not pro­vide timely and properly exercise a timely Acceptance NoticeROFR in accordance with the terms of its Lease, or timely execute a ROFR Tenant gives Seller written notice of such ROFR Tenant’s election not to exercise its ROFR with respect to the separate lease or ,,lease amendmentproposed sale under this Agreement, then Landlord may lease the promptly thereafter Seller will give Buyer notice thereof (a “ROFR Space on substantially similar terms (i.e., within 7.5%) to any third person during the eight (8) months following the ROFR Notice without further notice to Tenant. Tenant shall have no further ROFR rights once the ROFR Space has been leased to a third person. This Lease is executed as of the date first written above. LANDLORD AGF WOODFIELD OWNER, L.L.C., a Delaware limited liability company By: XXXXX XXXX LASALLE AMERICAS (ILLINOISWaiver Notice”), L. P.and the transaction contemplated by this Agreement will proceed with respect to such ROFR Site, Property Manager subject to the other terms and Authorized Agent By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Its: Vice President TENANT THE ULTIMATE SOFTWARE GROUPconditions of this Agreement. It is a condition to Buyer’s obligation to close on a ROFR Site that Seller has provided a ROFR Waiver Notice to Buyer with respect to such ROFR Site prior to such Closing. If needed to reasonably accommodate the timeline for addressing a ROFR or receiving a ROFR Waiver Notice for any ROFR Site, INCSeller may designate such ROFR Site as a Delayed Closing Site., a Delaware corporation By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Its: Vice President Page SCHEDULE 1 DEPICTION OF PREMISES [] SCHEDULE 1A DEPICTION OF ROFR SPACE [] SCHEDULE 2 RULES AND REGULATIONS GENERAL RULES Tenant shall faithfully observe and comply with the following Rules and Regulations.

ROFR. Subject Seller and Buyer acknowledge and agree that certain Tenants pursuant to a Lease, have a ROFR that is triggered by an offer or agreement by Seller to sell the related Site to Buyer (each Tenant with a ROFR, a “RXXX Xxxxxx”), xxxx XXXX xxx XXXX Tenant being identified as such on Schedule 1.4 attached hereto. Any obligations of Seller under this Agreement to sell any Site that is subject to a ROFR are subject to the provisions belowrights of the related ROFR Tenant with respect to such ROFR, such that the execution of this Agreement by Seller and provided there Buyer does not (and is no Event not intended by the Parties to) cause a breach of Default by such ROFR Tenant’s Lease, or a violation of or interference with such Tenant’s ROFR. If not delivered prior to the execution of this Agreement, then not later than five (5) Business Days after the Effective Date, Seller will provide each ROFR Tenant under the Lease and that Tenant has not subleased or assigned its rights there­under, Tenant shall have with a Right of First Refusal (“ROFR”) notice with respect to the suite which is con­tiguous to the Premises and contains approximately 3,499 RSF, as depicted on Schedule 1A attached to this Lease proposed sale of its Site (“ROFR Space”). The ROFR shall begin on the Commencement Date and shall expire when there shall be less than 18 months remaining in the Lease Term (excluding any then unexercised renewal option). Landlord shall periodically advise Tenant in writing (a “ROFR Notice”) pursuant to this Agreement in substantially the manner required under such ROFR Tenant’s Lease (or in such manner as may otherwise be acceptable to such ROFR Tenant). Seller shall simultaneously send a copy of the major economic terms of each ROFR Notice to Buyer and shall promptly forward to Buyer any bona fide offer to lease the ROFR Space which Landlord has made to or response received from a third party. The major economic terms ROFR Tenant in the ROFR Notice shall include, at a minimum, the lease term, base rental rate, operating cost stop or Base Year, tenant improvement allowance, and rent commencement date. During the five (5) business days after Tenant’s receipt of the ROFR Notice, Tenant may lease the ROFR Space by advising Landlord in writing (“Acceptance Notice”) that it wishes to lease the ROFR Space, in which event Landlord and Tenant shall enter into a separate lease or lease amendment within the following twenty (20) days adding the ROFR Space to the Premises upon the major economic terms for the ROFR Space specified in the ROFR Notice, including the lease term, and otherwise containing provisions equivalent to those in this Lease. Tenant shall lease the ROFR Space “As is,” with no agreement of Landlord to alter, remodel, decorate, clean or improve the ROFR Space, or to provide Tenant connection with any credit or allowance for the same, except as expressly set forth in the ROFR Notice. If any such ROFR Tenant timely and properly exercises its ROFR with respect to a Site, such Site will be designated as a “ROFR Excluded Site” and excluded from the sale under this Agreement. Seller will give Buyer prompt notice of any Site that becomes a ROFR Excluded Site, and thereupon Schedule A will be amended by the Parties to remove the ROFR Excluded Site from the Property being purchased and sold under this Agreement, the Purchase Price will accordingly be reduced by the Allocated Purchase Price corresponding to such ROFR Excluded Site, and thereafter the Parties will have no further rights or obligations under this Agreement with respect to the ROFR Excluded Site, except for any Obligations Surviving Termination relating to such ROFR Excluded Site. If a ROFR Tenant does not pro­vide timely and properly exercise a timely Acceptance NoticeROFR in accordance with the terms of its Lease (a “ROFR Failure”), or timely execute a ROFR Tenant gives Seller written notice of such ROFR Tenant’s election not to exercise its ROFR with respect to the separate lease or ,,lease amendmentproposed sale under this Agreement (a “ROFR Waiver”), then Landlord may lease the transaction contemplated by this Agreement will proceed with respect to such Site, subject to the other terms and conditions of this Agreement. It is a condition precedent to Buyer’s obligation to close on a Site that is subject to a ROFR Space on substantially similar terms (i.e., within 7.5%) to any third person during the eight (8) months following the ROFR Notice without further that Seller has provided either written notice to TenantBuyer that a ROFR Failure has occurred or a ROFR Waiver Notice to Buyer with respect to such Site prior to such Closing. Tenant shall have no further If needed to reasonably accommodate the timeline for addressing a ROFR rights once the or receiving a ROFR Space has been leased Waiver Notice for any Site that is subject to a third personROFR, Seller may designate such Site as a Delayed Closing Site for up to sixty (60) days. This Lease is executed as of If required pursuant to applicable Laws and/or by the date first written above. LANDLORD AGF WOODFIELD OWNER, L.L.C., a Delaware limited liability company By: XXXXX XXXX LASALLE AMERICAS (ILLINOIS), L. P., Property Manager and Authorized Agent By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Its: Vice President TENANT THE ULTIMATE SOFTWARE GROUP, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Its: Vice President Page SCHEDULE 1 DEPICTION OF PREMISES [] SCHEDULE 1A DEPICTION OF Title Company in connection with notation in an applicable title policy that an applicable ROFR SPACE [] SCHEDULE 2 RULES AND REGULATIONS GENERAL RULES Tenant shall faithfully observe and comply was waived in connection with the following Rules transfer by Seller to Buyer, and, provided that a written waiver is required by the applicable Lease and, provided further, that the applicable Lease requires such written waiver to be in recordable form, each such ROFR Waiver shall be in recordable form acceptable to the applicable locality’s recording office and Regulations.the Title Company. Agreement of Purchase and Sale CMFT Portfolio 17

ROFR. Subject Seller and Bxxxx acknowledge and agree that certain Tenants pursuant to a Lease, have a ROFR that is triggered by an offer or agreement by Seller to sell the related Site to Buyer (each Tenant with a ROFR, a “ROFR Tenant”), each ROFR and ROFR Tenant being identified as such on Schedule 1.4 attached hereto. Any obligations of Seller under this Agreement to sell any Site that is subject to a ROFR are subject to the provisions belowrights of the related ROFR Tenant with respect to such ROFR, such that the execution of this Agreement by Seller and Buyer does not (and is not intended by the Parties to) cause a breach of such ROFR Tenant’s Lease, or a violation of or interference with such Txxxxx’s ROFR. Prior to the Effective Date, Seller provided there is no Event of Default by each ROFR Tenant under the Lease and that Tenant has not subleased or assigned its rights there­under, Tenant shall have with a Right of First Refusal (“ROFR”) notice with respect to the suite which is con­tiguous to the Premises and contains approximately 3,499 RSF, as depicted on Schedule 1A attached to this Lease proposed sale of its Site (“ROFR Space”). The ROFR shall begin on the Commencement Date and shall expire when there shall be less than 18 months remaining in the Lease Term (excluding any then unexercised renewal option). Landlord shall periodically advise Tenant in writing (a “ROFR Notice”) pursuant to this Agreement in substantially the manner required under such ROFR Tenant’s Lease (or in such manner as may otherwise be acceptable to such ROFR Tenant). Prior to the Effective Date, Seller simultaneously sent a copy of the major economic terms of each ROFR Notice to Buyer and promptly forwarded to Buyer any bona fide offer to lease the ROFR Space which Landlord has made to or response received from a third party. The major economic terms ROFR Tenant in the ROFR Notice shall include, at a minimum, the lease term, base rental rate, operating cost stop or Base Year, tenant improvement allowance, and rent commencement date. During the five (5) business days after Tenant’s receipt of the ROFR Notice, Tenant may lease the ROFR Space by advising Landlord in writing (“Acceptance Notice”) that it wishes to lease the ROFR Space, in which event Landlord and Tenant shall enter into a separate lease or lease amendment within the following twenty (20) days adding the ROFR Space to the Premises upon the major economic terms for the ROFR Space specified in the ROFR Notice, including the lease term, and otherwise containing provisions equivalent to those in this Lease. Tenant shall lease the ROFR Space “As is,” with no agreement of Landlord to alter, remodel, decorate, clean or improve the ROFR Space, or to provide Tenant connection with any credit or allowance for the same, except as expressly set forth in the ROFR Notice. If a ROFR Tenant does not pro­vide timely and properly exercise a timely Acceptance NoticeROFR in accordance with the terms of its Lease (a “ROFR Failure”), or timely execute a ROFR Tenant gives Seller written notice of such ROFR Tenant’s election not to exercise its ROFR with respect to the separate lease proposed sale under this Agreement (a “ROFR Waiver”), the transaction contemplated by this Agreement will proceed with respect to such Site, subject to the other terms and conditions of this Agreement. It is a condition precedent to Bxxxx’s obligation to close on a Site that is subject to a ROFR that Seller has provided either written notice to Buyer that a ROFR Failure has occurred or ,,lease amendmenta ROFR Waiver Notice to Buyer with respect to such Site prior to such Closing. As of the Effective Date, then Landlord may lease the Seller has provided either written notice to Buyer that a ROFR Space on substantially similar terms (i.e., within 7.5%) Failure has occurred or a ROFR Waiver Notice to Buyer with respect to any third person during the eight (8) months following the ROFR Notice without further notice to Tenant. Tenant shall have no further ROFR rights once the ROFR Space has been leased Site that is subject to a third person. This Lease is executed as of the date first written above. LANDLORD AGF WOODFIELD OWNER, L.L.C., a Delaware limited liability company By: XXXXX XXXX LASALLE AMERICAS (ILLINOIS), L. P., Property Manager and Authorized Agent By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Its: Vice President TENANT THE ULTIMATE SOFTWARE GROUP, INCROFR., a Delaware corporation By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Its: Vice President Page SCHEDULE 1 DEPICTION OF PREMISES [] SCHEDULE 1A DEPICTION OF ROFR SPACE [] SCHEDULE 2 RULES AND REGULATIONS GENERAL RULES Tenant shall faithfully observe and comply with the following Rules and Regulations.

ROFR. Subject Seller and Xxxxx acknowledge and agree that certain Tenants pursuant to a Lease, have a ROFR that is triggered by an offer or agreement by Seller to sell the related Site to Buyer (each Tenant with a ROFR, a “ROFR Tenant”), each ROFR and ROFR Tenant being identified as such on Schedule 1.4 attached hereto. Any obligations of Seller under this Agreement to sell any Site that is subject to a ROFR are subject to the provisions belowrights of the related ROFR Tenant with respect to such ROFR, such that the execution of this Agreement by Seller and Xxxxx does not (and is not intended by the Parties to) cause a breach of such ROFR Tenant’s Lease, or a violation of or interference with such Xxxxxx’s ROFR. Prior to the Effective Date, Seller provided there is no Event of Default by each ROFR Tenant under the Lease and that Tenant has not subleased or assigned its rights there­under, Tenant shall have with a Right of First Refusal (“ROFR”) notice with respect to the suite which is con­tiguous to the Premises and contains approximately 3,499 RSF, as depicted on Schedule 1A attached to this Lease proposed sale of its Site (“ROFR Space”). The ROFR shall begin on the Commencement Date and shall expire when there shall be less than 18 months remaining in the Lease Term (excluding any then unexercised renewal option). Landlord shall periodically advise Tenant in writing (a “ROFR Notice”) pursuant to this Agreement in substantially the manner required under such ROFR Tenant’s Lease (or in such manner as may otherwise be acceptable to such ROFR Tenant). Prior to the Effective Date, Seller simultaneously sent a copy of the major economic terms of each ROFR Notice to Buyer and promptly forwarded to Buyer any bona fide offer to lease the ROFR Space which Landlord has made to or response received from a third party. The major economic terms ROFR Tenant in the ROFR Notice shall include, at a minimum, the lease term, base rental rate, operating cost stop or Base Year, tenant improvement allowance, and rent commencement date. During the five (5) business days after Tenant’s receipt of the ROFR Notice, Tenant may lease the ROFR Space by advising Landlord in writing (“Acceptance Notice”) that it wishes to lease the ROFR Space, in which event Landlord and Tenant shall enter into a separate lease or lease amendment within the following twenty (20) days adding the ROFR Space to the Premises upon the major economic terms for the ROFR Space specified in the ROFR Notice, including the lease term, and otherwise containing provisions equivalent to those in this Lease. Tenant shall lease the ROFR Space “As is,” with no agreement of Landlord to alter, remodel, decorate, clean or improve the ROFR Space, or to provide Tenant connection with any credit or allowance for the same, except as expressly set forth in the ROFR Notice. If a ROFR Tenant does not pro­vide timely and properly exercise a timely Acceptance NoticeROFR in accordance with the terms of its Lease (a “ROFR Failure”), or timely execute a ROFR Tenant gives Seller written notice of such ROFR Tenant’s election not to exercise its ROFR with respect to the separate lease proposed sale under this Agreement (a “ROFR Waiver”), the transaction contemplated by this Agreement will proceed with respect to such Site, subject to the other terms and conditions of this Agreement. It is a condition precedent to Xxxxx’s obligation to close on a Site that is subject to a ROFR that Seller has provided either written notice to Buyer that a ROFR Failure has occurred or ,,lease amendmenta ROFR Waiver Notice to Buyer with respect to such Site prior to such Closing. As of the Effective Date, then Landlord may lease the Seller has provided either written notice to Buyer that a ROFR Space on substantially similar terms (i.e., within 7.5%) Failure has occurred or a ROFR Waiver Notice to Buyer with respect to any third person during the eight (8) months following the ROFR Notice without further notice to Tenant. Tenant shall have no further ROFR rights once the ROFR Space has been leased Site that is subject to a third person. This Lease is executed as of the date first written above. LANDLORD AGF WOODFIELD OWNER, L.L.C., a Delaware limited liability company By: XXXXX XXXX LASALLE AMERICAS (ILLINOIS), L. P., Property Manager and Authorized Agent By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Its: Vice President TENANT THE ULTIMATE SOFTWARE GROUP, INCROFR., a Delaware corporation By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Its: Vice President Page SCHEDULE 1 DEPICTION OF PREMISES [] SCHEDULE 1A DEPICTION OF ROFR SPACE [] SCHEDULE 2 RULES AND REGULATIONS GENERAL RULES Tenant shall faithfully observe and comply with the following Rules and Regulations.

ROFR. Subject With respect to certain of the provisions belowSite, and provided there is no Event of Default by Tenant under the Lease and that Tenant has not subleased a right of first refusal, right of first offer or assigned its rights there­under, Tenant shall have similar right to purchase a Right of First Refusal Site that is triggered by an offer or agreement by Seller to sell the related Site to Buyer (a “ROFR”, and each Tenant with a ROFR, a “ROFR Tenant”, and each Site that is subject to a ROFR, a “ROFR Site”). Any obligations of Seller under this Agreement to sell any ROFR Site are subject to the rights of the related ROFR Tenant with respect to such ROFR Site, such that the execution of this Agreement by Seller and Buyer does not (and is not intended by the Parties to) cause a breach of such ROFR Tenant’s Lease, or a violation of or interference with such Xxxxxx’s contractual rights. If not delivered prior to the execution of this Agreement, then not later than ten (10) Business Days after the Effective Date, Seller will provide each ROFR Tenant with a notice with respect to the suite which is con­tiguous to the Premises and contains approximately 3,499 RSF, as depicted on Schedule 1A attached to this Lease proposed sale of its Site (“ROFR Space”). The ROFR shall begin on the Commencement Date and shall expire when there shall be less than 18 months remaining in the Lease Term (excluding any then unexercised renewal option). Landlord shall periodically advise Tenant in writing (a “ROFR Notice”) of pursuant to this Agreement in substantially the major economic terms manner required under such ROFR Tenant’s Lease (or in such manner as may otherwise be acceptable to such ROFR Tenant). If any such ROFR Tenant timely and properly exercises its ROFR with respect to a ROFR Site, such ROFR Site will be designated as a “ROFR Excluded Site” and excluded from the sale under this Agreement. Seller will give Buyer prompt notice of any bona fide offer ROFR Site that becomes a ROFR Excluded Site, and thereupon Schedule A will be amended by the Parties to lease remove the ROFR Space which Landlord has made Excluded Site from the Property being purchased and sold under this Agreement, the Purchase Price will accordingly be reduced by the Allocated Purchase Price corresponding to such ROFR Excluded Site, and thereafter the Parties will have no further rights or received from a third partyobligations under this Agreement with respect to the ROFR Excluded Site, except for any Obligations Surviving Termination relating to such ROFR Excluded Site. The major economic terms Notwithstanding anything herein to the contrary, in the event a ROFR Notice Tenant exercises an applicable ROFR with respect to the corresponding ROFR Site(s), Seller shall includereimburse Buyer for its actual and reasonable out of pocket costs incurred by Buyer pertaining to such ROFR Excluded Site(s), as reasonably documented by Buyer to Seller, in an amount not to exceed Twenty Thousand and No/100 Dollars ($20,000.00), and Buyer shall make reasonable efforts, at a minimum, no additional material cost to Buyer to have the lease term, base rental rate, operating cost stop or Base Year, tenant improvement allowance, and rent commencement date. During the five (5) business days after Tenant’s receipt of the completed reports for such ROFR Notice, Tenant may lease the ROFR Space by advising Landlord in writing (“Acceptance Notice”) that it wishes to lease the ROFR Space, in which event Landlord and Tenant shall enter into a separate lease or lease amendment within the following twenty (20) days adding the ROFR Space Excluded Sites certified to the Premises upon the major economic terms for the respective Tenant exercising such ROFR Space specified in the ROFR Notice, including the lease term, and otherwise containing provisions equivalent to those in this Lease. Tenant shall lease the ROFR Space “As is,” with no agreement of Landlord to alter, remodel, decorate, clean or improve the ROFR Space, or to provide Tenant with any credit or allowance for the same, except as expressly set forth in the ROFR Notice. If a ROFR Tenant does not pro­vide timely and properly exercise a timely Acceptance NoticeROFR in accordance with the terms of its Lease, or timely execute a ROFR Tenant gives Seller written notice of such ROFR Tenant’s election not to exercise its ROFR with respect to the separate lease or ,,lease amendmentproposed sale under this Agreement, then Landlord may lease the promptly thereafter Seller will give Buyer notice thereof (a “ROFR Space on substantially similar terms (i.e., within 7.5%) to any third person during the eight (8) months following the ROFR Notice without further notice to Tenant. Tenant shall have no further ROFR rights once the ROFR Space has been leased to a third person. This Lease is executed as of the date first written above. LANDLORD AGF WOODFIELD OWNER, L.L.C., a Delaware limited liability company By: XXXXX XXXX LASALLE AMERICAS (ILLINOISWaiver Notice”), L. P.and the transaction contemplated by this Agreement will proceed with respect to such ROFR Site, Property Manager subject to the other terms and Authorized Agent By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Its: Vice President TENANT THE ULTIMATE SOFTWARE GROUPconditions of this Agreement. It is a condition to Buyer’s obligation to close on a ROFR Site that Seller has provided a ROFR Waiver Notice to Buyer with respect to such ROFR Site prior to Closing. If needed to reasonably accommodate the timeline for addressing a ROFR or receiving a ROFR Waiver Notice for any ROFR Site, INCSeller may designate such ROFR Site as a Delayed Closing Site., a Delaware corporation By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Its: Vice President Page SCHEDULE 1 DEPICTION OF PREMISES [] SCHEDULE 1A DEPICTION OF ROFR SPACE [] SCHEDULE 2 RULES AND REGULATIONS GENERAL RULES Tenant shall faithfully observe and comply with the following Rules and Regulations.

ROFR. Subject Seller and Buyer acknowledge and agree that certain Tenants pursuant to a Lease, have a ROFR that is triggered by an offer or agreement by Seller to sell the related Site to Buyer (each Tenant with a ROFR, a “XXXX Xxxxxx”), xxxx XXXX xxx XXXX Tenant being identified as such on Schedule 1.4 attached hereto. Any obligations of Seller under this Agreement to sell any Site that is subject to a ROFR are subject to the provisions belowrights of the related ROFR Tenant with respect to such ROFR, such that the execution of this Agreement by Seller and provided there Buyer does not (and is no Event not intended by the Parties to) cause a breach of Default by such ROFR Tenant’s Lease, or a violation of or interference with such Tenant’s ROFR. If not delivered prior to the execution of this Agreement, then not later than five (5) Business Days after the Effective Date, Seller will provide each ROFR Tenant under the Lease and that Tenant has not subleased or assigned its rights there­under, Tenant shall have with a Right of First Refusal (“ROFR”) notice with respect to the suite which is con­tiguous to the Premises and contains approximately 3,499 RSF, as depicted on Schedule 1A attached to this Lease proposed sale of its Site (“ROFR Space”). The ROFR shall begin on the Commencement Date and shall expire when there shall be less than 18 months remaining in the Lease Term (excluding any then unexercised renewal option). Landlord shall periodically advise Tenant in writing (a “ROFR Notice”) pursuant to this Agreement in substantially the manner required under such ROFR Tenant’s Lease (or in such manner as may otherwise be acceptable to such ROFR Tenant). Seller shall simultaneously send a copy of the major economic terms of each ROFR Notice to Buyer and shall promptly forward to Buyer any bona fide offer to lease the ROFR Space which Landlord has made to or response received from a third party. The major economic terms ROFR Tenant in the ROFR Notice shall include, at a minimum, the lease term, base rental rate, operating cost stop or Base Year, tenant improvement allowance, and rent commencement date. During the five (5) business days after Tenant’s receipt of the ROFR Notice, Tenant may lease the ROFR Space by advising Landlord in writing (“Acceptance Notice”) that it wishes to lease the ROFR Space, in which event Landlord and Tenant shall enter into a separate lease or lease amendment within the following twenty (20) days adding the ROFR Space to the Premises upon the major economic terms for the ROFR Space specified in the ROFR Notice, including the lease term, and otherwise containing provisions equivalent to those in this Lease. Tenant shall lease the ROFR Space “As is,” with no agreement of Landlord to alter, remodel, decorate, clean or improve the ROFR Space, or to provide Tenant connection with any credit or allowance for the same, except as expressly set forth in the ROFR Notice. If any such ROFR Tenant timely and properly exercises its ROFR with respect to a Site, such Site will be designated as a “ROFR Excluded Site” and excluded from the sale under this Agreement. Seller will give Buyer prompt notice of any Site that becomes a ROFR Excluded Site, and thereupon Schedule A will be amended by the Parties to remove the ROFR Excluded Site from the Property being purchased and sold under this Agreement, the Purchase Price will accordingly be reduced by the Allocated Purchase Price corresponding to such ROFR Excluded Site, and thereafter the Parties will have no further rights or obligations under this Agreement with respect to the ROFR Excluded Site, except for any Obligations Surviving Termination relating to such ROFR Excluded Site. If a ROFR Tenant does not pro­vide timely and properly exercise a timely Acceptance NoticeROFR in accordance with the terms of its Lease (a “ROFR Failure”), or timely execute a ROFR Tenant gives Seller written notice of such ROFR Tenant’s election not to exercise its ROFR with respect to the separate lease or ,,lease amendmentproposed sale under this Agreement (a “ROFR Waiver”), then Landlord may lease the transaction contemplated by this Agreement will proceed with respect to such Site, subject to the other terms and conditions of this Agreement. It is a condition precedent to Buyer’s obligation to close on a Site that is subject to a ROFR Space on substantially similar terms (i.e., within 7.5%) to any third person during the eight (8) months following the ROFR Notice without further that Seller has provided either written notice to TenantBuyer that a ROFR Failure has occurred or a ROFR Waiver Notice to Buyer with respect to such Site prior to such Closing. Tenant shall have no further If needed to reasonably accommodate the timeline for addressing a ROFR rights once the or receiving a ROFR Space has been leased Waiver Notice for any Site that is subject to a third personROFR, Seller may designate such Site as a Delayed Closing Site for up to sixty (60) days. This Lease is executed as of If required pursuant to applicable Laws and/or by the date first written above. LANDLORD AGF WOODFIELD OWNER, L.L.C., a Delaware limited liability company By: XXXXX XXXX LASALLE AMERICAS (ILLINOIS), L. P., Property Manager and Authorized Agent By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Its: Vice President TENANT THE ULTIMATE SOFTWARE GROUP, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Its: Vice President Page SCHEDULE 1 DEPICTION OF PREMISES [] SCHEDULE 1A DEPICTION OF Title Company in connection with notation in an applicable title policy that an applicable ROFR SPACE [] SCHEDULE 2 RULES AND REGULATIONS GENERAL RULES Tenant shall faithfully observe and comply was waived in connection with the following Rules transfer by Seller to Buyer, and, provided that a written waiver is required by the applicable Lease and, provided further, that the applicable Lease requires such written waiver to be in recordable form, each such ROFR Waiver shall be in recordable form acceptable to the applicable locality’s recording office and Regulationsthe Title Company.

ROFR. Subject to the provisions belowterms hereof and Prime Landlord’s consent, from and provided there is no Event after the date of Default by Tenant under this Sublease and expiring on July 31, 2025 (the Lease and that Tenant has not subleased or assigned its rights there­under“ROFR Period”), Tenant Subtenant shall have a Right one-time right of First Refusal first refusal (the “ROFR”) with respect to Suite 100 within the suite which is con­tiguous to 12790 Building as shown on Exhibit F (the Premises and contains approximately 3,499 RSF, as depicted on Schedule 1A attached to this Lease (“ROFR Space”) on the terms set forth in this Section 3(d). The Sublandlord shall deliver written notice to Subtenant when Sublandlord receives a bona fide offer from a prospective third-party subtenant during the ROFR shall begin on Period that Sublandlord is willing to accept for the Commencement Date and shall expire when there shall be less than 18 months remaining in ROFR Space (the Lease Term (excluding any then unexercised renewal option). Landlord shall periodically advise Tenant in writing (“ROFR Notice”) ), which notice shall include all of the major economic relevant business terms such as the rentable square feet and location of the ROFR Space, the rental rate and any bona fide offer other material business terms related thereto (“ROFR Terms”). Subtenant shall be required to lease exercise its right under this Section 3(d), if at all, with respect to all of the ROFR Space which Landlord has made to or received from a third party. The major economic terms in upon the ROFR Notice shall include, at a minimum, the lease term, base rental rate, operating cost stop or Base Year, tenant improvement allowance, and rent commencement dateTerms. During the Within five (5) business days after TenantSubtenant’s receipt of the ROFR Notice, Tenant may lease Subtenant shall deliver to Sublandlord written notice (the ROFR Space by advising Landlord in writing (“Acceptance Notice”) that it wishes if Subtenant elects to lease sublease the ROFR Space on the ROFR Terms pursuant to this Section 3(d). If Subtenant elects to sublease the ROFR Space by timely delivering the Acceptance Notice, provided Prime Landlord has provided its written consent to Subtenant’s sublease of the ROFR Space, in which event Landlord and Tenant Subtenant shall enter into a separate lease or lease amendment within be deemed to agree to expand the following twenty (20) days adding Subleased Premises to include the ROFR Space and to the Premises upon the major economic terms for the ROFR Space specified in the ROFR Notice, including the lease term, and otherwise containing provisions equivalent to those in this Lease. Tenant shall lease the ROFR Space “As is,” with no agreement of Landlord to alter, remodel, decorate, clean or improve the ROFR Space, or to provide Tenant with any credit or allowance for the same, except as expressly set forth in the ROFR Notice. If Tenant does not pro­vide a timely Acceptance Notice, or timely execute the separate lease or ,,lease amendment, then Landlord may lease the ROFR Space on substantially similar the ROFR Terms, and this Sublease shall be amended to reflect the terms (i.e., within 7.5%) to any third person during the eight (8) months following of the ROFR Notice without for the rental of the ROFR Space. If Subtenant fails to deliver an Acceptance Notice to Sublandlord within the required five (5) business day period, Subtenant shall have deemed to have waived its rights under this Section 3.4(d) with respect to the ROFR Space. Upon the expiration of the ROFR Period, this Section 3.4(d) shall automatically expire and be of no further notice force or effect. The rights contained in this Section 3.4(d) are personal to Tenantthe Subtenant named in this Sublease (the “Original Subtenant”) and its Permitted Transferees and shall not be available to any assignee or sublessee other than a Permitted Transferee, and may be exercised only provided and on condition that this Sublease is in full force and effect. Tenant Notwithstanding anything to the contrary, Subtenant’s sublease of the ROFR Space shall be subject to Prime Landlord’s written consent, and Subtenant shall have no further ROFR rights once such Right of First Refusal, if: (i) an Event of Default has occurred and is then continuing at the time Sublandlord delivers the ROFR Space Notice; (ii) Subtenant has assigned the Sublease or Subtenant has subleased all or a part of the Sublease Premises (other than to a Permitted Transferee); (iii) Subtenant has failed to exercise properly this Right of First Refusal in a timely manner in strict accordance with the provisions of this Section 3.4(d); and (iv) the Sublease has been leased terminated earlier, pursuant to a third person. This Lease is executed as the terms and provisions of the date first written above. LANDLORD AGF WOODFIELD OWNER, L.L.C., a Delaware limited liability company By: XXXXX XXXX LASALLE AMERICAS (ILLINOIS), L. P., Property Manager and Authorized Agent By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Its: Vice President TENANT THE ULTIMATE SOFTWARE GROUP, INCSublease., a Delaware corporation By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Its: Vice President Page SCHEDULE 1 DEPICTION OF PREMISES [] SCHEDULE 1A DEPICTION OF ROFR SPACE [] SCHEDULE 2 RULES AND REGULATIONS GENERAL RULES Tenant shall faithfully observe and comply with the following Rules and Regulations.