Common use of ROFR Clause in Contracts

ROFR. Subject to the terms hereof and Prime Landlord’s consent, from and after the date of this Sublease and expiring on July 31, 2025 (the “ROFR Period”), Subtenant shall have a one-time right of first refusal (the “ROFR”) with respect to Suite 100 within the 12790 Building as shown on Exhibit F (the “ROFR Space”) on the terms set forth in this Section 3(d). Sublandlord shall deliver written notice to Subtenant when Sublandlord receives a bona fide offer from a prospective third-party subtenant during the ROFR Period that Sublandlord is willing to accept for the ROFR Space (the “ROFR Notice”), which notice shall include all of the relevant business terms such as the rentable square feet and location of the ROFR Space, the rental rate and any other material business terms related thereto (“ROFR Terms”). Subtenant shall be required to exercise its right under this Section 3(d), if at all, with respect to all of the ROFR Space upon the ROFR Terms. Within five (5) business days after Subtenant’s receipt of the ROFR Notice, Subtenant shall deliver to Sublandlord written notice (the “Acceptance Notice”) if Subtenant elects to 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, Subtenant shall be deemed to agree to expand the Subleased Premises to include the ROFR Space and to lease the ROFR Space on the ROFR Terms, and this Sublease shall be amended to reflect the terms of the ROFR Notice 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 force or effect. The rights contained in this Section 3.4(d) are personal to the 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. 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 such Right of First Refusal, if: (i) an Event of Default has occurred and is then continuing at the time Sublandlord delivers the ROFR 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 terminated earlier, pursuant to the terms and provisions of the Sublease.

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 terms hereof and Prime Landlord’s consentrelated Site to Buyer (each Tenant with a ROFR, from and after the date of this Sublease and expiring on July 31, 2025 (the a “ROFR Period▇▇▇▇ ▇▇▇▇▇▇”), Subtenant shall have ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ 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 one-time right ROFR are subject to the rights of first refusal (the “ROFR”) related ROFR Tenant with respect to Suite 100 within such ROFR, such that the 12790 Building as shown on Exhibit F execution of this Agreement by Seller and Buyer does not (and is not intended by the “Parties to) cause a breach of such ROFR Space”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) on Business Days after the terms set forth in this Section 3(d). Sublandlord shall deliver written Effective Date, Seller will provide each ROFR Tenant with a notice with respect to Subtenant when Sublandlord receives the proposed sale of its Site (a bona fide offer from a prospective third-party subtenant during the ROFR Period that Sublandlord is willing to accept for the ROFR Space (the “ROFR Notice”), which notice shall include all of ) pursuant to this Agreement in substantially the relevant business terms manner required under such ROFR Tenant’s Lease (or in such manner as the rentable square feet and location of the may otherwise be acceptable to such ROFR Space, the rental rate and any other material business terms related thereto (“ROFR Terms”Tenant). Subtenant Seller shall be required simultaneously send a copy of each ROFR Notice to exercise Buyer and shall promptly forward to Buyer any response received from a ROFR Tenant in connection with any ROFR Notice. If any such ROFR Tenant timely and properly exercises its right under this Section 3(d), if at all, ROFR with respect to all 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 Space upon 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 Terms. Within five (5) business days after Subtenant’s receipt of the ROFR Notice, Subtenant shall deliver to Sublandlord written notice (the “Acceptance Notice”) if Subtenant elects to 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, Subtenant shall be deemed to agree to expand the Subleased Premises to include the ROFR Space and to lease the ROFR Space on the ROFR TermsExcluded Site, and this Sublease shall be amended to reflect thereafter the terms of the ROFR Notice 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 Parties will have deemed to have waived its no further rights or obligations under this Section 3.4(d) Agreement with respect to the ROFR SpaceExcluded Site, except for any Obligations Surviving Termination relating to such ROFR Excluded Site. Upon the expiration of the If a ROFR Period, this Section 3.4(d) shall automatically expire Tenant does not timely and be of no further force or effect. The rights contained properly exercise a ROFR in this Section 3.4(d) are personal to the 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. 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 such Right of First Refusal, if: (i) an Event of Default has occurred and is then continuing at the time Sublandlord delivers the ROFR 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 terms of its Lease (a “ROFR Failure”), or a ROFR Tenant gives Seller written notice of such ROFR Tenant’s election not to exercise its ROFR with respect to the 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 Section 3.4(d); and Agreement. It is a condition precedent to Buyer’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 a ROFR Waiver Notice to Buyer with respect to such Site prior to such Closing. If needed to reasonably accommodate the timeline for addressing a ROFR or receiving a ROFR Waiver Notice for any Site that is subject to a ROFR, Seller may designate such Site as a Delayed Closing Site for up to sixty (iv60) the Sublease has been terminated earlier, days. If required pursuant to applicable Laws and/or by the terms Title Company in connection with notation in an applicable title policy that an applicable ROFR was waived in connection with the 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 provisions of the SubleaseTitle Company.

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 terms hereof and Prime Landlord’s consentrelated Site to Buyer (each Tenant with a ROFR, from and after the date of this Sublease and expiring on July 31, 2025 (the a “ROFR PeriodR▇▇▇ ▇▇▇▇▇▇”), Subtenant shall have ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ 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 one-time right ROFR are subject to the rights of first refusal (the “ROFR”) related ROFR Tenant with respect to Suite 100 within such ROFR, such that the 12790 Building as shown on Exhibit F execution of this Agreement by Seller and Buyer does not (and is not intended by the “Parties to) cause a breach of such ROFR Space”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) on Business Days after the terms set forth in this Section 3(d). Sublandlord shall deliver written Effective Date, Seller will provide each ROFR Tenant with a notice with respect to Subtenant when Sublandlord receives the proposed sale of its Site (a bona fide offer from a prospective third-party subtenant during the ROFR Period that Sublandlord is willing to accept for the ROFR Space (the “ROFR Notice”), which notice shall include all of ) pursuant to this Agreement in substantially the relevant business terms manner required under such ROFR Tenant’s Lease (or in such manner as the rentable square feet and location of the may otherwise be acceptable to such ROFR Space, the rental rate and any other material business terms related thereto (“ROFR Terms”Tenant). Subtenant Seller shall be required simultaneously send a copy of each ROFR Notice to exercise Buyer and shall promptly forward to Buyer any response received from a ROFR Tenant in connection with any ROFR Notice. If any such ROFR Tenant timely and properly exercises its right under this Section 3(d), if at all, ROFR with respect to all 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 Space upon 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 Terms. Within five (5) business days after Subtenant’s receipt of the ROFR Notice, Subtenant shall deliver to Sublandlord written notice (the “Acceptance Notice”) if Subtenant elects to 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, Subtenant shall be deemed to agree to expand the Subleased Premises to include the ROFR Space and to lease the ROFR Space on the ROFR TermsExcluded Site, and this Sublease shall be amended to reflect thereafter the terms of the ROFR Notice 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 Parties will have deemed to have waived its no further rights or obligations under this Section 3.4(d) Agreement with respect to the ROFR SpaceExcluded Site, except for any Obligations Surviving Termination relating to such ROFR Excluded Site. Upon the expiration of the If a ROFR Period, this Section 3.4(d) shall automatically expire Tenant does not timely and be of no further force or effect. The rights contained properly exercise a ROFR in this Section 3.4(d) are personal to the 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. 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 such Right of First Refusal, if: (i) an Event of Default has occurred and is then continuing at the time Sublandlord delivers the ROFR 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 terms of its Lease (a “ROFR Failure”), or a ROFR Tenant gives Seller written notice of such ROFR Tenant’s election not to exercise its ROFR with respect to the 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 Section 3.4(d); and Agreement. It is a condition precedent to Buyer’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 a ROFR Waiver Notice to Buyer with respect to such Site prior to such Closing. If needed to reasonably accommodate the timeline for addressing a ROFR or receiving a ROFR Waiver Notice for any Site that is subject to a ROFR, Seller may designate such Site as a Delayed Closing Site for up to sixty (iv60) the Sublease has been terminated earlier, days. If required pursuant to applicable Laws and/or by the terms Title Company in connection with notation in an applicable title policy that an applicable ROFR was waived in connection with the 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 provisions the Title Company. Agreement of the Sublease.Purchase and Sale CMFT Portfolio 17