Common use of ROFR Clause in Contracts

ROFR. If, at any time following the Effective Time, SpinCo or any of its Affiliates (the “Seller”) proposes to Transfer Eastover to a third party purchaser (the “Proposed Transfer”), then SpinCo shall promptly give Parent written notice of the Proposed Transfer (the “Transfer Notice”). The Transfer Notice shall include (w) a description of the Proposed Transfer, (x) the name and address of the proposed purchaser, (y) the purchase price proposed to be paid for Eastover if specifically ascribed by the proposed purchaser as part of the Proposed Transfer, and (z) the other material terms and conditions upon which the Proposed Transfer is to be made. The Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement and any appraisals prepared for Eastover relating to the Proposed Transfer. (i) Parent shall have an option for a period of forty-five (45) days from receipt of the Transfer Notice to elect to purchase Eastover at the same purchase price contemplated by the Proposed Transfer (subject to the provisions of clause (ii) below) and upon the same material terms and conditions described in the Transfer Notice. Parent may exercise such purchase option by notifying SpinCo in writing prior to the expiration of such forty-five (45)-day period (the “Election Notice”). (ii) In the event that (x) Parent has delivered the Election Notice and (y) the Proposed Transfer contemplates the sale of assets or businesses additional to Eastover, then SpinCo and Parent shall promptly, and in any event within twenty (20) days of delivery of the Election Notice, each select an appraisal firm that has experience in valuing real property assets of similar type to Eastover. Both appraisal firms shall independently determine and deliver their appraisal of the Fair Market Value of Eastover within thirty (30) days of having been engaged to do so. If the appraised value delivered by Parent’s appraisal firm varies by less than 10% from the appraised value delivered by SpinCo’s appraisal firm, then an average of the two appraised values shall be deemed to be the purchase price for the purchase of Eastover by Parent. If the appraised value delivered by Parent’s appraisal firm varies by 10% or more from the appraised value delivered by SpinCo’s appraisal firm, then the appraisal firms shall mutually agree on a third independent appraisal firm within twenty (20) days. If the two appraisal firms cannot agree on the third appraisal firm within the twenty (20)-day period, SpinCo and Parent shall promptly submit the choice of the third appraisal firm to be finally resolved by a sole independent arbitrator appointed pursuant to the CPR Rules, who shall name a third appraisal firm that has experience valuing real property of similar type to Eastover. Parent and SpinCo shall use their reasonable best efforts to cause the third appraisal firm, within twenty (20) days after its appointment, to select one of the appraised values presented by SpinCo’s and Parent’s appraisal firms. The third appraisal firm shall be limited to awarding only one of the appraised values submitted by the SpinCo’s and Parent’s appraisal firms. The determination of the third appraisal firm shall be final and binding on the parties for purposes of the purchase of Eastover by Parent from SpinCo. Each party shall be responsible for the fees, costs and expenses of its own appraisal firm, and the fees, costs and expenses of the third appraisal firm shall be borne 50% by SpinCo and 50% by Parent. (iii) If Parent delivers the Election Notice, then Parent shall purchase Eastover at the purchase price contemplated by the Transfer Notice (or if applicable, the purchase price determined in accordance with Section 5.5(c)(ii)) and upon the same material terms and conditions as described in the Transfer Notice. The closing of the purchase of Eastover by Parent shall occur at such time and place as mutually agreed by Parent and SpinCo. (iv) If Parent does not deliver the Election Notice within such forty-five (45)-day period, then the Seller shall have one hundred and twenty (120) days from the date of the Transfer Notice to consummate the Proposed Transfer upon the same material terms and conditions described in the Transfer Notice and subject to Section 5.5(d)(ii), if applicable; provided that such one hundred and twenty (120)-day period may be extended if such Proposed Transfer is subject to regulatory approval, until any such approvals have been received, but in no event later than three hundred (300) days from the date of the Transfer Notice. If the Seller proposes to Transfer Eastover after such one hundred and twenty (120)-day (or three hundred (300)-day) period, then SpinCo shall again comply with the procedures set forth in this Section 5.5(c). (v) Solely for purposes of this Section 5.5(c), the term “material terms and conditions” shall not be construed to include provisions (A) related to the allocation of risk of regulatory approval or (B) termination fees related to the failure to obtain regulatory approval from any Government Authority. (vi) The provisions of this Section 5.5(c) shall not apply to any Transfer of Eastover that occurs as a result of a Change of Control of SpinCo or any Person (and its Affiliates) that directly or indirectly owns a majority of the capital stock or assets of SpinCo as a result of any other Change of Control. (vii) The provisions of this Section 5.5(c) shall expire and no longer have any effect following the consummation of the Proposed Transfer.

ROFR. IfIn the event Sublessor desires to sublease additional ---- portions of the Leased Premises to third parties (or assign its interest in the Lease, at any time following the Effective Timein whole or in part, SpinCo or any of its Affiliates (the “Seller”to third parties) proposes to Transfer Eastover to upon terms that a third party purchaser desires to accept, or Sublessor receives a bona fide offer from a third party potential sublessee to sublease additional portions of the Leased Premises or take an assignment, in whole or in part, of Sublessor's interest in the Lease, which offer Sublessor desires to accept (the “Proposed Transfer”portion of the Leased Premises that is subject to any such offer is herein called the "Offered Property"), then SpinCo then: ---------------- (i) Sublessor shall promptly give Parent written notice of the Proposed Transfer (the “Transfer Notice”). The Transfer Notice shall include (w) provide Sublessee with a description of the Proposed Transfer, (x) the name terms and address conditions of the proposed purchasersublease or assignment, (y) the purchase price proposed to be paid for Eastover if specifically ascribed by identification of the proposed purchaser as part sublessee or assignee, and a description of the Proposed Transfer, Offered Property and (z) the other a description of all material terms and conditions upon which of the Proposed Transfer is to be madeproposed sublease or assignment (the "Sublessor's ROFR Notice"). The Transfer Notice Sublessor shall also include provide ----------------------- Sublessee with a copy of any written proposal, term sheet the proposed sublease or letter of intent or other agreement and any appraisals prepared for Eastover relating to the Proposed Transfer. (i) Parent shall have an option for a period of forty-five (45) days from receipt of the Transfer Notice to elect to purchase Eastover at the same purchase price contemplated by the Proposed Transfer (subject to the provisions of clause (ii) below) and upon the same material terms and conditions described in the Transfer Notice. Parent may exercise assignment if such purchase option by notifying SpinCo in writing prior to the expiration of such forty-five (45)-day period (the “Election Notice”)is available. (ii) In If Sublessee does not elect to sublease from Sublessor the event that (x) Parent has delivered Offered Property within 30 days after actual receipt of the Election Sublessor's ROFR Notice and (y) the Proposed Transfer contemplates the sale of assets or businesses additional by delivering written notice thereof to EastoverSublessor, then SpinCo and Parent Sublessee's ROFR shall promptly, and in any event within twenty (20) days of delivery not apply to the sublease or assignment of the Election Notice, each select an appraisal firm that has experience Offered Property if the Offered Property is subleased or assigned to the proposed sublessee or assignee identified in valuing real property assets of similar type to Eastover. Both appraisal firms shall independently determine and deliver their appraisal of the Fair Market Value of Eastover within thirty (30) days of having been engaged to do so. If the appraised value delivered by Parent’s appraisal firm varies by less than 10% from the appraised value delivered by SpinCo’s appraisal firm, then an average of the two appraised values shall be deemed to be the purchase price for the purchase of Eastover by Parent. If the appraised value delivered by Parent’s appraisal firm varies by 10% or more from the appraised value delivered by SpinCo’s appraisal firm, then the appraisal firms shall mutually agree on a third independent appraisal firm within twenty (20) days. If the two appraisal firms cannot agree on the third appraisal firm terms and conditions set forth in Sublessor's ROFR Notice within the twenty (20)-day period, SpinCo and Parent shall promptly submit the choice of the third appraisal firm to be finally resolved by a sole independent arbitrator appointed pursuant to the CPR Rules, who shall name a third appraisal firm that has experience valuing real property of similar type to Eastover. Parent and SpinCo shall use their reasonable best efforts to cause the third appraisal firm, within twenty (20) 30 days after its appointment, to select one the expiration of the appraised values presented by SpinCo’s and Parent’s appraisal firms. The third appraisal firm shall be limited to awarding only one of the appraised values submitted by the SpinCo’s and Parent’s appraisal firms. The determination of the third appraisal firm shall be final and binding on the parties for purposes of the purchase of Eastover by Parent from SpinCo. Each party shall be responsible for the fees, costs and expenses of its own appraisal firm, and the fees, costs and expenses of the third appraisal firm shall be borne 50% by SpinCo and 50% by ParentSublessee's 30-day response period. (iii) If Parent delivers the Election Noticesublease or assignment by Sublessor to the proposed sublessee or assignee does not occur within said 30-day period, then Parent Sublessee's ROFR shall purchase Eastover at remain in full force and effect with respect to the purchase price contemplated by Offered Property. If a portion of the Transfer Notice (Leased Premises is subleased or if applicableassigned to a third party after compliance with the terms of this paragraph 23(b), the purchase price determined ROFR shall remain in accordance with Section 5.5(c)(ii)) full force and upon the same material terms and conditions as described in the Transfer Notice. The closing effect for all other parts of the purchase of Eastover by Parent shall occur at such time and place as mutually agreed by Parent and SpinCoLeased Premises. (iv) If Parent does not deliver Sublessee exercises its ROFR as provided for herein, the Election Notice within such forty-five (45)-day period, then the Seller shall have one hundred and twenty (120) days from the date of the Transfer Notice to consummate the Proposed Transfer upon the same material terms and conditions described in shall be the Transfer Notice terms and subject conditions that Sublessor intends to Section 5.5(d)(ii), if applicable; provided that such one hundred and twenty (120)-day period may be extended if such Proposed Transfer is subject to regulatory approval, until any such approvals have been received, but in no event later than three hundred (300) days from sublease or assign the date of the Transfer Notice. If the Seller proposes to Transfer Eastover after such one hundred and twenty (120)-day (or three hundred (300)-day) period, then SpinCo shall again comply with the procedures Offered Property as set forth in this Section 5.5(c)the Sublessor's ROFR Notice. (v) Solely for purposes of this Section 5.5(c), the term “material terms and conditions” shall not be construed to include provisions (A) related to the allocation of risk of regulatory approval or (B) termination fees related to the failure to obtain regulatory approval from any Government Authority. (vi) The provisions of this Section 5.5(c) shall not apply to any Transfer of Eastover that occurs as a result of a Change of Control of SpinCo or any Person (and its Affiliates) that directly or indirectly owns a majority of the capital stock or assets of SpinCo as a result of any other Change of Control. (vii) The provisions of this Section 5.5(c) shall expire and no longer have any effect following the consummation of the Proposed Transfer.

ROFR. If, at any time following the Effective Time, SpinCo If Licensee desires to sell all or any substantially all of its Affiliates assets, (the each a “Seller”) proposes to Transfer Eastover to a third party purchaser (the “Proposed TransferLicensee Sale Transaction”), then SpinCo Licensor shall have a right of first refusal to purchase the assets being sold pursuant to such Licensee Sale Transaction upon the same price and other material terms. If Licensee desires to enter into a Licensee Sale Transaction pursuant to a bona fide offer from a third party (the “Offer”), Licensee shall promptly give Parent deliver to Licensor the material terms of such Offer (including the offeree, the purchase price, the assets being purchased, the projected closing date, and other material terms). Licensor shall have thirty (30) days after its receipt of such notice from Licensee in which to deliver to Licensee written notice of the Proposed Transfer (the “Transfer Notice”). The Transfer Notice shall include (w) a description of the Proposed Transfer, (x) the name and address of the proposed purchaser, (y) the purchase price proposed to be paid for Eastover if specifically ascribed by the proposed purchaser as part of the Proposed Transfer, and (z) the other material terms and conditions upon which the Proposed Transfer is to be made. The Transfer Notice shall also include a copy of any written proposal, term sheet or letter of its intent or other agreement and any appraisals prepared for Eastover relating to the Proposed Transfer. (i) Parent shall have an option for a period of forty-five (45) days from receipt of the Transfer Notice to elect to purchase Eastover at the same purchase price contemplated by the Proposed Transfer (subject to the provisions of clause (ii) below) and applicable assets upon the same material terms and conditions described set forth in the Transfer Notice. Parent may exercise such purchase option by notifying SpinCo in writing prior to the expiration of such forty-five (45)-day period Offer (the “Election Acceptance Notice”). (ii) In . If Licensor fails to deliver the event that (x) Parent has delivered the Election Acceptance Notice and (y) the Proposed Transfer contemplates the sale of assets or businesses additional to Eastover, then SpinCo and Parent shall promptly, and in any event within twenty (20) days of delivery of the Election Notice, each select an appraisal firm that has experience in valuing real property assets of similar type to Eastover. Both appraisal firms shall independently determine and deliver their appraisal of the Fair Market Value of Eastover within such thirty (30) days of having been engaged to do so. If the appraised value delivered by Parent’s appraisal firm varies by less than 10% from the appraised value delivered by SpinCo’s appraisal firmday period, then an average of the two appraised values Licensor shall be deemed to be have irrevocably waived its right of first refusal hereunder with respect to the purchase price subject Offer (for the purchase avoidance of Eastover doubt, that the terms of this Section 10(m) shall apply with respect to any new Offer received by Parent. If the appraised value delivered by Parent’s appraisal firm varies by 10% or more from the appraised value delivered by SpinCo’s appraisal firm, then the appraisal firms Licensee) and Licensee shall mutually agree on a third independent appraisal firm within twenty (20) days. If the two appraisal firms cannot agree be free to proceed with closing on the third appraisal firm within the twenty (20)-day period, SpinCo and Parent shall promptly submit the choice of proposed Licensee Sale Transaction with the third appraisal firm to be finally resolved by a sole independent arbitrator appointed pursuant party to the CPR Rules, who shall name a third appraisal firm that has experience valuing real property of similar type to Eastover. Parent and SpinCo shall use their reasonable best efforts to cause the third appraisal firm, within twenty (20) days after its appointment, to select one of the appraised values presented by SpinCo’s and Parent’s appraisal firms. The third appraisal firm shall be limited to awarding only one of the appraised values submitted by the SpinCo’s and Parent’s appraisal firms. The determination of the third appraisal firm shall be final and binding subject offer on the parties for purposes of the purchase of Eastover by Parent from SpinCo. Each party shall be responsible for the fees, costs and expenses of its own appraisal firm, and the fees, costs and expenses of the third appraisal firm shall be borne 50% by SpinCo and 50% by Parent. (iii) If Parent delivers the Election Notice, then Parent shall purchase Eastover at the purchase price contemplated by the Transfer Notice (or if applicable, the purchase price determined in accordance with Section 5.5(c)(ii)) and upon the same material terms and conditions as described set forth in the Transfer Offer. If Licensor timely delivers the Acceptance Notice. The , then such Acceptance Notice shall be deemed Licensor’s irrevocable exercise of its right of first refusal hereunder, and Licensor and Licensee shall proceed to the closing of the purchase of Eastover by Parent shall occur at such time and place as mutually agreed by Parent and SpinCo. Licensee Sale Transaction within ninety (iv90) days thereafter. If Parent does not deliver the Election Notice Parties fail to close the Licensee Sale Transaction within such forty-five ninety (45)-day 90) day period, then Licensee shall be free to proceed with closing on the Seller shall have one hundred and twenty (120) days from proposed Licensee Sale Transaction with the date of third party to the Transfer Notice to consummate the Proposed Transfer upon subject offer on the same material terms and conditions described set forth in the Transfer Notice Offer. If HLTT, a holder of a majority economic and subject voting equity interest in Licensee, desires to Section 5.5(d)(ii)or does sell or transfer any of its interest in Licensee to a third party, then such proposed transaction shall be treated and deemed by the Parties as if applicable; provided that such one hundred and twenty (120)-day period may be extended if such Proposed Transfer is subject Licensee proposes to regulatory approval, until any such approvals have been received, but engage in no event later than three hundred (300) days from the date a Licensee Sale Transaction of all of the Transfer Notice. If assets of the Seller proposes to Transfer Eastover after Licensee for an aggregate purchase price for all the assets of Licensee as is equivalent in value, on a proportionate basis, as the proposed sale of such one hundred equity interests, and twenty (120)-day (or three hundred (300)-day) period, then SpinCo Licensee shall again comply with all the procedures terms set forth in this Section 5.5(c)paragraph with respect to such deemed Licensee Sale Transaction. (v) Solely for purposes of this Section 5.5(c), the term “material terms and conditions” shall not be construed to include provisions (A) related to the allocation of risk of regulatory approval or (B) termination fees related to the failure to obtain regulatory approval from any Government Authority. (vi) The provisions of this Section 5.5(c) shall not apply to any Transfer of Eastover that occurs as a result of a Change of Control of SpinCo or any Person (and its Affiliates) that directly or indirectly owns a majority of the capital stock or assets of SpinCo as a result of any other Change of Control. (vii) The provisions of this Section 5.5(c) shall expire and no longer have any effect following the consummation of the Proposed Transfer.

ROFR. IfSubject to the provisions below, at any time following and provided there is no Event of Default by Tenant under the Effective TimeLease and that Tenant has not subleased or assigned its rights there­under, SpinCo or any Tenant shall have a Right of its Affiliates First Refusal (the “SellerROFR”) proposes with respect to Transfer Eastover the suite which is con­tiguous to a third party purchaser the Premises and contains approximately 3,499 RSF, as depicted on Schedule 1A attached to this Lease (the “Proposed Transfer”), then SpinCo shall promptly give Parent written notice of the Proposed Transfer (the “Transfer NoticeROFR Space”). The Transfer 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 (w) include, at a description of minimum, the Proposed Transferlease term, (x) the name and address of the proposed purchaserbase rental rate, (y) the purchase price proposed to be paid for Eastover if specifically ascribed by the proposed purchaser as part of the Proposed Transferoperating cost stop or Base Year, tenant improvement allowance, and (z) rent commencement date. During the other material terms and conditions upon which the Proposed Transfer is to be made. The Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement and any appraisals prepared for Eastover relating to the Proposed Transfer. (i) Parent shall have an option for a period of forty-five (455) business days from after Tenant’s receipt of the Transfer Notice to elect to purchase Eastover at ROFR Notice, Tenant may lease the same purchase price contemplated ROFR Space by the Proposed Transfer (subject to the provisions of clause (ii) below) and upon the same material terms and conditions described in the Transfer Notice. Parent may exercise such purchase option by notifying SpinCo advising Landlord in writing prior to the expiration of such forty-five (45)-day period (the “Election Acceptance Notice”). (ii) In that it wishes to lease the ROFR Space, in which event that (x) Parent has delivered Landlord and Tenant shall enter into a separate lease or lease amendment within the Election Notice and (y) the Proposed Transfer contemplates the sale of assets or businesses additional to Eastover, then SpinCo and Parent shall promptly, and in any event within 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 delivery 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 Election Noticedate first written above. LANDLORD AGF WOODFIELD OWNER, each select an appraisal firm that has experience in valuing real property assets of similar type to EastoverL.L.C., a Delaware limited liability company By: ▇▇▇▇▇ ▇▇▇▇ LASALLE AMERICAS (ILLINOIS), L. P., Property Manager and Authorized Agent By: /s/ ▇▇▇▇▇▇▇ ▇. Both appraisal firms ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Its: Vice President TENANT THE ULTIMATE SOFTWARE GROUP, INC., a Delaware corporation By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Its: Vice President Page [] [] Tenant shall independently determine faithfully observe and deliver their appraisal comply with the following Rules and Regulations. 1. Tenant shall not alter any locks or install any new or additional locks or bolts on any doors or windows of the Fair Market Value Premises without obtaining Landlord's prior written consent. Tenant shall bear the cost of Eastover within thirty (30) days any lock changes or repairs required by Tenant. Keys required by Tenant must be obtained from Landlord at a reasonable cost to be established by Landlord. 2. All doors opening to public corridors shall be kept closed at all times except for normal ingress and egress to the Premises. Tenant shall assume any and all responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of having been engaged entry to do sothe Premises closed. 3. Landlord reserves the right to close and keep locked all entrance and exit doors of the Project except during the Project's normal hours of business as defined in section 11.4 of the Lease. Tenant, its employees and agents must be sure that the doors to the Project are securely closed and locked when leaving the Premises if it is after the normal hours of business of the Project. Tenant, its employees, agents or any other persons entering or leaving the Project at any time when it is so locked, or any time when it is considered to be after normal business hours for the Project, may be required to sign the Project register. Access to the Project may be refused unless the person seeking access has proper identification or has a previously received authorization for access to the Project. Landlord reserves the right to refuse admittance to the Project after business hours to any person not producing both a key to the Premises and/or a pass issued by Landlord. Landlord and its agents shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Project of any person. In case of invasion, mob, riot, public excitement, or other commotion, Landlord reserves the right to prevent access to the Project during the continuance thereof by any means it deems appropriate for the safety and protection of life and property. 4. Landlord reserves the right, in Landlord's sole and absolute discretion, to close or limit access to the Project and/or the Premises, from time to time, due to the failure of utilities, due to damage to the Project and/or the Premises, to ensure the safety of persons or property or due to government order or directive, and Tenant agrees to immediately comply with any such decision by Landlord. If Landlord closes or limits access to the appraised value delivered by Parent’s appraisal firm varies by less than 10% from Project and/or the appraised value delivered by SpinCo’s appraisal firmPremises for the reasons described above, then an average Landlord's actions shall not constitute a breach of the two appraised values Lease. 5. No furniture, freight or equipment of any kind shall be deemed brought into the Project without Landlord's prior authorization. Tenant shall only move in and out of the Premises at times designated by Landlord, in Landlord's sole discretion (e.g., Landlord could require that all moves in and out of the Premises only occur on weekends or on weekdays between 5:00 p.m. and 11:59 p.m.). All moves in and out of the Premises shall be scheduled with Landlord in advance, on a first come, first served basis. All property shall be moved in and out of the Premises using the freight elevator. Landlord shall have the right, in its sole discretion, to permit only one tenant to move in or out of the Project at a time. When moving equipment, furniture and other items into and out of the Premises, Tenant shall take whatever precautions Landlord designates to protect the Project from damage (e.g., placing plastic or other protective material on carpets in the common areas and the Premises). Landlord shall have the right to prescribe the weight, size and position of all safes and other heavy property brought into the Project and also the times and manner of moving the same in and out of the Project. Safes and other heavy objects shall, if considered necessary by Landlord, stand on supports of such thickness as is necessary to properly distribute the weight, and Tenant shall be the purchase price solely responsible for the purchase cost of Eastover by Parentinstalling all supports. If the appraised value delivered by Parent’s appraisal firm varies by 10% or more from the appraised value delivered by SpinCo’s appraisal firm, then the appraisal firms shall mutually agree on a third independent appraisal firm within twenty (20) days. If the two appraisal firms canLandlord will not agree on the third appraisal firm within the twenty (20)-day period, SpinCo and Parent shall promptly submit the choice of the third appraisal firm to be finally resolved by a sole independent arbitrator appointed pursuant to the CPR Rules, who shall name a third appraisal firm that has experience valuing real property of similar type to Eastover. Parent and SpinCo shall use their reasonable best efforts to cause the third appraisal firm, within twenty (20) days after its appointment, to select one of the appraised values presented by SpinCo’s and Parent’s appraisal firms. The third appraisal firm shall be limited to awarding only one of the appraised values submitted by the SpinCo’s and Parent’s appraisal firms. The determination of the third appraisal firm shall be final and binding on the parties for purposes of the purchase of Eastover by Parent from SpinCo. Each party shall be responsible for loss of or damage to any such safe or property in any case. Any damage to any part of the feesProject, costs its contents, occupants or visitors by moving or maintaining any such safe or other property shall be the sole responsibility and expenses expense of Tenant. 6. The requirements of Tenant will be attended to only upon application at the management office for the Project or at such office location designated by Landlord. Tenant shall not ask employees of Landlord to do anything outside their regular duties without special authorization from Landlord. 7. Tenant shall not disturb, solicit, or canvass any occupant of the Project and shall cooperate with Landlord and its own appraisal firmagents to prevent the same. Tenant, its employees and agents shall not loiter in or on the entrances, corridors, sidewalks, lobbies, halls, stairways, elevators, or any Common Areas for the purpose of smoking tobacco products or for any other purpose, nor in any way obstruct such areas, and shall use them only as a means of ingress and egress for the feesPremises. Smoking shall not be permitted in the Common Areas. 8. The toilet rooms, costs urinals and expenses wash bowls shall not be used for any purpose other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the third appraisal firm violation of this rule shall be borne 50% by SpinCo and 50% by Parentthe tenant who, or whose employees or agents, shall have caused it. (iii) If Parent delivers 9. Except for vending machines intended for the Election Noticesole use of Tenant's employees and invitees, then Parent no vending machine or machines other than fractional horsepower office machines shall purchase Eastover at be installed, maintained or operated upon the purchase price contemplated Premises without the written consent of Landlord. All vendors or other persons visiting the Premises shall be subject to the reasonable control of Landlord. Tenant shall not permit its vendors or other persons visiting the Premises to solicit other tenants of the Project. 10. Tenant shall not use or keep in or on the Premises or the Project any kerosene, gasoline or other inflammable or combustible fluid or material. Tenant shall not bring into or keep within the Premises or the Project any animals, birds, bicycles or other vehicles. 11. Tenant shall not use, keep or permit to be used or kept, any foul or noxious gas or substance in or on the Premises, or permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Project by reason of noise, odors, or vibrations, or to otherwise interfere in any way with the Transfer Notice (use of the Project by other tenants. 12. No cooking shall be done or if applicablepermitted on the Premises, nor shall the purchase price determined Premises be used for the storage of merchandise, for loading or for any improper, objectionable or immoral purposes. Notwithstanding the foregoing, Underwriters' Laboratory approved equipment and microwave ovens may be used in the Premises for heating food and brewing coffee, tea, hot chocolate and similar beverages for employees and visitors of Tenant, provided that such use is in accordance with Section 5.5(c)(ii)) all applicable federal, state and upon city laws, codes, ordinances, rules and regulations; and provided further that such cooking does not result in odors escaping from the same material terms Premises. 13. Landlord shall have the right to approve where and conditions as described how telephone wires are to be introduced to the Premises. No boring or cutting for wires shall be allowed without the consent of Landlord. The location of telephone call boxes and other office equipment affixed to the Premises shall be subject to the approval of Landlord. Tenant shall not ▇▇▇▇, drive nails or screws, or drill into the partitions, woodwork or plaster contained in the Transfer NoticePremises or in any way deface the Premises or any part thereof without Landlord's prior written consent. The closing Landlord hereby consents to Tenant’s hanging of the purchase of Eastover by Parent shall occur at such time pictures and place as mutually agreed by Parent and SpinCo. (iv) If Parent does not deliver the Election Notice within such forty-five (45)-day period, then the Seller shall have one hundred and twenty (120) days from the date of the Transfer Notice to consummate the Proposed Transfer upon the same material terms and conditions described other decorative items in the Transfer Notice and subject to Section 5.5(d)(ii)Premises, if applicable; provided that such one hundred conduct does not breach any other provision of the Lease. Tenant shall not install any radio or television antenna, satellite dish, loudspeaker or other device on the roof or exterior walls of the Project. Tenant shall not interfere with broadcasting or reception from or in the Project or elsewhere. 14. Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of these Rules and twenty (120)-day period may Regulations. 15. Tenant shall not waste electricity, water or air conditioning and agrees to cooperate fully with Landlord to ensure the most effective operation of the Project's heating and air conditioning system, and shall refrain from attempting to adjust any controls. Tenant shall not without the prior written consent of Landlord use any method of heating or air conditioning other than that supplied by Landlord. Tenant shall not use electric fans or space heaters in the Premises. 16. Tenant shall store all its trash and garbage within the interior of the Premises. No material shall be extended placed in the trash boxes or receptacles if such Proposed Transfer material is subject of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash in the vicinity of the Project without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entry-ways and elevators provided for such purposes at such times as Landlord shall designate. 17. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency. 18. No awnings or other projection shall be attached to regulatory approvalthe outside walls or windows of the Project by Tenant. No curtains, until blinds, shades or screens shall be attached to or hung in any such approvals window or door of the Premises without the prior written consent of Landlord. Landlord shall have been receivedthe right to require Tenant to use Landlord's standard curtains or window coverings. Tenant shall not place any signs in the windows of the Premises or the Project. All electrical ceiling fixtures hung in the Premises must be fluorescent and/or of a quality, but type, design and bulb color approved by Landlord. Tenant shall abide by Landlord's regulations concerning the opening and closing of window coverings which are attached to the windows in the Premises. The skylights, windows, and doors that reflect or admit light and air into the halls, passageways or other public places in the Project shall not be covered or obstructed by Tenant, nor shall any bottles, parcels or other articles be placed on the windowsills. 19. Tenant shall not employ any person or persons other than the janitor of Landlord for the purpose of cleaning the Premises unless otherwise agreed to in writing by Landlord. Except with the prior written consent of Landlord, no person or persons other than those approved by Landlord shall be permitted to enter the Project for the purpose of cleaning same. Landlord shall in no event later than three hundred (300) days from way be responsible to Tenant for any loss of property on the date Premises, however occurring, or for any damage done to the effects of Tenant or any of its employees or other persons by the janitor of Landlord. Landlord shall not be obligated to notify Tenant of the Transfer Noticetimes at which the janitorial staff will enter the Premises, and Tenant hereby authorizes the janitorial staff to enter the Premises at any time, without notice. If Janitor service shall include ordinary dusting and cleaning by the Seller proposes janitor assigned to Transfer Eastover after such one hundred work and twenty (120)-day (shall not include cleaning of carpets or three hundred (300)-day) periodrugs, then SpinCo except normal vacuuming, or moving of furniture and other special services. Window cleaning shall again be done only by Landlord at reasonable intervals and as Landlord deems necessary. 20. Tenant acknowledges that the local fire department has previously required Landlord to participate in a fire and emergency preparedness program or may require Landlord and/or Tenant to participate in such a program in the future. Tenant agrees to take all actions necessary to comply with the procedures set forth in this Section 5.5(c)requirements of such a program including, but not limited to, designating certain employees as "fire wardens" and requiring them to attend any necessary classes and meetings and to perform any required functions. (v) Solely 21. Tenant and its employees shall comply with all federal, state and local recycling and/or resource conversation laws and shall take all actions requested by Landlord in order to comply with such laws. Tenant and its employees shall participate in any recycling or resource conservation program implemented by Landlord, at Tenant's sole expense. 1. Parking areas shall be used only for purposes parking by vehicles no longer than full size, passenger automobiles. Tenant and its employees shall park automobiles within the lines of this Section 5.5(c), the term “material terms and conditions” parking spaces. 2. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers, customers, or invitees to be construed to include provisions (A) related to loaded, unloaded, or parked in areas other than those designated by Landlord for such activities. Users of the allocation of risk of regulatory approval or (B) termination fees related to parking area will obey all posted signs and park only in the failure to obtain regulatory approval from any Government Authorityareas designated for vehicle parking. (vi) The provisions 3. Parking stickers, parking cards and other identification devices shall be the property of this Section 5.5(c) Landlord and shall be returned to Landlord by the holder thereof upon termination of the holder's parking privileges. Landlord may require Tenant and each of its employees to give Landlord a deposit when a parking card or other parking device is issued. Landlord shall not apply to any Transfer of Eastover that occurs as a result of a Change of Control of SpinCo or any Person (and its Affiliates) that directly or indirectly owns a majority of the capital stock or assets of SpinCo as a result of any other Change of Control. (vii) The provisions of this Section 5.5(c) shall expire and no longer have any effect following the consummation of the Proposed Transfer.

ROFR. IfLandlord hereby grants to Tenant a right of first refusal, at any time following on the Effective Time, SpinCo or any of its Affiliates terms and conditions hereinafter set forth (the “Seller”) proposes to Transfer Eastover to a third party purchaser (the “Proposed Transfer”), then SpinCo shall promptly give Parent written notice of the Proposed Transfer (the “Transfer NoticeROFR”). The Transfer Notice shall include (w) a description of the Proposed Transfer, For (x) the name and address of first two (2) times within the proposed purchaser, Initial Term ROFR Periods (yas defined below) the purchase price proposed to be paid for Eastover if specifically ascribed by the proposed purchaser as part of the Proposed Transfer, and (z) the other material terms and conditions upon which the Proposed Transfer is to be made. The Transfer Notice shall also include that Landlord has received a copy of any written proposal, term sheet or letter of intent or other agreement and any appraisals prepared similar acknowledged proposal for Eastover relating to the Proposed Transfer. (i) Parent shall have an option for a period lease of forty-five (45) days from receipt premises located on the second floor of the Transfer Notice to elect to purchase Eastover at the same purchase price contemplated by the Proposed Transfer (subject to the provisions of clause (ii) below) and upon the same material terms and conditions described in the Transfer Notice. Parent may exercise such purchase option by notifying SpinCo in writing prior to the expiration of such forty-five (45)-day period Building (the “Election NoticeLetter of Intent”). (ii) In the event that (x) Parent has delivered the Election Notice , and (y) the Proposed Transfer contemplates first two (2) times after June 30, 2018 that Landlord has received a Letter of Intent, Landlord shall give Tenant written notice accompanied by a copy of the sale Letter of assets or businesses additional Intent (from which Landlord may redact information identifying the other party). The term “Initial Term ROFR Periods” shall mean the period from July 1, 2007 to EastoverJune 30, then SpinCo 2011 and Parent the period from July 1, 2014 to June 30, 2018, the parties acknowledging that the ROFR shall promptlynot be available in respect of any Letter of Intent received within the period from July 1, 2011 to June 30, 2014, and that the ROFR shall be available no more than two (2) times prior to June 30, 2014. Tenant may, at its option, elect to lease the premises described in the Letter of Intent (the “ROFR Premises”) upon all of the terms and conditions set forth in the Letter of Intent (except as otherwise expressly provided below), by written notice to Landlord given not later than five (5) business days after Landlord’s notice is given (“Tenant’s Election Period”), time being of the essence. If Tenant does not timely make such election, Landlord may market the ROFR Premises and enter into a lease thereof to a third party tenant, except that prior to a lease thereof at a rent more than ninety percent (90%) lower than stated in Landlord’s notice to Tenant, Landlord shall again give Tenant notice of Tenant’s right to make the election herein provided. After Landlord shall have provided Tenant with notice of Tenant’s rights under this Paragraph on two (2) occasions during the Term (with any event re-submission in order to comply with the 90% requirement stated above constituting part of a single such occasion), the ROFR shall thereupon terminate in its entirety, and Landlord may thereafter offer and lease premises on the second floor of the Building without notice to Tenant and free of any right of Tenant. If Tenant has validly exercised a ROFR in accordance with the terms hereof, Landlord and Tenant shall enter into a written amendment to this Lease confirming the terms, conditions and provisions applicable to Tenant’s lease of the ROFR Premises. Tenant acknowledges and agrees that the ROFR will not apply to any renewal or extension of the term of an existing tenant with premises on the second floor of the Building or to any expansion, first offer or first refusal rights contained in existing leases in the Building, and that the ROFR shall not be available in respect of any Letter of Intent which provides for the delivery of the second floor premises within twenty the last three years of the Term, as the same may have been extended pursuant hereto. Tenant may exercise its ROFR, and an exercise thereof shall be effective, only if: (20i) days at the time of Tenant’s exercise of said right and, at Landlord’s option, on the date of delivery of the ROFR Premises, Tenant is not in monetary default under this Lease (or such default is cured prior to the end of Tenant’s Election Notice, each select an appraisal firm that has experience Period) and Tenant is not otherwise in valuing real property assets of similar type to Eastover. Both appraisal firms shall independently determine default hereunder beyond written notice from Landlord and deliver their appraisal expiration of the Fair Market Value of Eastover within thirty applicable cure period herein provided; and (30ii) days of having been engaged to do so. If inasmuch as said right is intended only for the appraised value delivered by Parent’s appraisal firm varies by less than 10% from the appraised value delivered by SpinCo’s appraisal firm, then an average benefit of the two appraised values shall be deemed to be the purchase price for the purchase of Eastover by Parent. If the appraised value delivered by Parent’s appraisal firm varies by 10% original Tenant named in this Lease, Tenant has not assigned or otherwise transferred this Lease or sublet more from the appraised value delivered by SpinCo’s appraisal firm, then the appraisal firms shall mutually agree on a third independent appraisal firm within twenty than twenty-five percent (2025%) days. If the two appraisal firms cannot agree on the third appraisal firm within the twenty (20)-day period, SpinCo and Parent shall promptly submit the choice of the third appraisal firm to be finally resolved by a sole independent arbitrator appointed pursuant to the CPR Rules, who shall name a third appraisal firm that has experience valuing real property of similar type to Eastover. Parent and SpinCo shall use their reasonable best efforts to cause the third appraisal firm, within twenty (20) days after its appointment, to select one Rentable Square Feet of the appraised values presented by SpinCo’s Premises, excluding any and Parent’s appraisal firms. The third appraisal firm shall be limited to awarding only one of the appraised values submitted by the SpinCo’s and Parent’s appraisal firms. The determination of the third appraisal firm shall be final and binding on the parties for purposes of the purchase of Eastover by Parent from SpinCo. Each party shall be responsible for the fees, costs and expenses of its own appraisal firm, and the fees, costs and expenses of the third appraisal firm shall be borne 50% by SpinCo and 50% by Parentall Permitted Transfers. (iii) If Parent delivers the Election Notice, then Parent shall purchase Eastover at the purchase price contemplated by the Transfer Notice (or if applicable, the purchase price determined in accordance with Section 5.5(c)(ii)) and upon the same material terms and conditions as described in the Transfer Notice. The closing of the purchase of Eastover by Parent shall occur at such time and place as mutually agreed by Parent and SpinCo. (iv) If Parent does not deliver the Election Notice within such forty-five (45)-day period, then the Seller shall have one hundred and twenty (120) days from the date of the Transfer Notice to consummate the Proposed Transfer upon the same material terms and conditions described in the Transfer Notice and subject to Section 5.5(d)(ii), if applicable; provided that such one hundred and twenty (120)-day period may be extended if such Proposed Transfer is subject to regulatory approval, until any such approvals have been received, but in no event later than three hundred (300) days from the date of the Transfer Notice. If the Seller proposes to Transfer Eastover after such one hundred and twenty (120)-day (or three hundred (300)-day) period, then SpinCo shall again comply with the procedures set forth in this Section 5.5(c). (v) Solely for purposes of this Section 5.5(c), the term “material terms and conditions” shall not be construed to include provisions (A) related to the allocation of risk of regulatory approval or (B) termination fees related to the failure to obtain regulatory approval from any Government Authority. (vi) The provisions of this Section 5.5(c) shall not apply to any Transfer of Eastover that occurs as a result of a Change of Control of SpinCo or any Person (and its Affiliates) that directly or indirectly owns a majority of the capital stock or assets of SpinCo as a result of any other Change of Control. (vii) The provisions of this Section 5.5(c) shall expire and no longer have any effect following the consummation of the Proposed Transfer.