Common use of Assignment or Subletting Clause in Contracts

Assignment or Subletting. 26.1 Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent, which consent Landlord may not unreasonably withhold, condition or delay. Tenant shall have the right to Transfer without Landlord’s prior written consent the Lease or any portion thereof or the Premises or any part thereof to any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”), provided Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer. For purposes of Exempt Transfers, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything to the contrary, the following Sections 26.2, 26.3 and 26.9 of the Lease shall not be applicable to any Exempt Transfer.

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, Lease or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent, which consent Landlord may not unreasonably withhold, condition or delay. Notwithstanding the foregoing, Tenant shall have the right to Transfer without Landlord’s prior written consent the Lease or any portion thereof or the Premises or any part thereof to (a) any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, by or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”) provided that any such Tenant’s Affiliate taking an assignment of this Lease agrees in writing to assume all of the terms, covenants and conditions of this Lease arising after the effective date of such assignment or (b) any entity that succeeds to Tenant’s interest in this Lease by reason of merger, sale or acquisition (whereby the sale or acquisition consists of all or substantially all of Tenant’s stock or assets), consolidation or reorganization (“Tenant’s Successor”); provided that Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate or Tenant’s Successor (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person that will be the tenant under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than the net worth (as of both the Execution Date and the date of the Exempt Transfer) of the transferring Tenant. For purposes of Exempt Transfers, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the contrary, Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the following Sections 26.2, 26.3 and 26.9 Project or a property owned by Landlord or an affiliate of the Lease shall not be applicable to any Exempt TransferLandlord.

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall notnone of the following (each, a “Transfer”), either voluntarily or by operation of Applicable Laws, shall be directly or indirectly sellperformed without Landlord’s prior written consent: (a) Tenant selling, hypothecatehypothecating, assignassigning, pledgepledging, encumber encumbering or otherwise transfer transferring this Lease, Lease or sublet subletting the Premises or (eachb) a controlling interest in Tenant being sold, assigned or otherwise transferred (other than as a result of shares in Tenant being sold on a public stock exchange). For purposes of the preceding sentence, “control” means (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person or (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding the foregoing, Tenant shall have the right to Transfer”), without Landlord’s prior written consent, which consent Landlord may not unreasonably withhold, condition or delay. Tenant shall have the right to Transfer without LandlordTenant’s prior written consent the interest in this Lease or any portion thereof or the Premises or any part thereof to any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, by or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, Tenant or to the purchaser in connection surviving company resulting from a merger with the sale or acquisition of Tenant or to an entity which purchases all or substantially all of the assets used in connection with or stock of Tenant (each of the business operated by Tenant at the Building (foregoing, a “Tenant’s Affiliate”), ; provided that Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person that will be the tenant under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than the net worth (as of both the Execution Date and the date of the Exempt Transfer) of the transferring Tenant. For purposes of Exempt Transfersthe immediately preceding sentence, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project or a property owned by Landlord or an affiliate of Landlord. Notwithstanding anything in this Lease to the contrary, if (a) Tenant or any proposed transferee, assignee or sublessee of Tenant has been required by any prior landlord, Lender or Governmental Authority to take material remedial action in connection with Hazardous Materials contaminating a property if the following Sections 26.2, 26.3 and 26.9 contamination resulted from such party’s action or omission or use of the property in question or (b) Tenant or any proposed transferee, assignee or sublessee is subject to a material enforcement order issued by any Governmental Authority in connection with the use, disposal or storage of Hazardous Materials, then Landlord shall have the right to terminate this Lease in Landlord’s sole and absolute discretion (with respect to any such matter involving Tenant), and it shall not be applicable unreasonable for Landlord to withhold its consent to any Exempt Transferproposed transfer, assignment or subletting (with respect to any such matter involving a proposed transferee, assignee or sublessee).

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall notnone of the following (each, a “Transfer”), either voluntarily or by operation of Applicable Laws, shall be directly or indirectly sellperformed without Landlord’s prior written consent, hypothecatewhich shall not be unreasonably withheld, assignconditioned or delayed: (a) Tenant selling, pledgehypothecating, encumber assigning, pledging, encumbering or otherwise transfer transferring its interest in this LeaseLease or subletting all or a portion of the Premises, (b) a controlling interest in Tenant being sold, assigned or sublet otherwise transferred (other than as a result of shares in Tenant being sold on a public stock exchange or a bona fide venture capital financing where there is no change in the Premises power to direct or cause the direction of the management of Tenant) or (eachc) the sale of all or substantially of Tenant’s assets. For purposes of the preceding sentence, a “control” means (f) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person or (g) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding the foregoing, Tenant shall have the right to Transfer”), without Landlord’s prior written consent, which consent Landlord may not unreasonably withhold, condition or delay. Tenant shall have the right to Transfer without LandlordTenant’s prior written consent the interest in this Lease or any portion thereof or the Premises or any part thereof to (i) any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, by or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”) or (ii) any person or any entity with which Tenant is merged or to which all or substantially all of Tenant’s assets or all or substantially all of the ownership interests in Tenant are sold; provided that (in each instance under the foregoing clauses (i) and (ii), provided ) Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person that will be the tenant under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than the net worth (as of both the Execution Date and the date of the Exempt Transfer) of the transferring Tenant. For purposes of Exempt Transfersthe immediately preceding sentence, “control” requires both (am) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (bn) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the contraryProject or a property in Massachusetts owned by Landlord or an affiliate of Landlord, or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the following Sections 26.2, 26.3 and 26.9 Project or a property in Massachusetts owned by Landlord or an affiliate of the Lease shall not be applicable to any Exempt TransferLandlord.

Assignment or Subletting. 26.1 28.1 Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “"Transfer”"), without Landlord’s 's prior written consent. Notwithstanding the foregoing, which consent Landlord may not unreasonably withhold, condition or delay. Tenant shall have the right to Transfer without Landlord’s Transfer, upon ten (10) days prior written consent notice to Landlord but without obtaining Landlord's prior written consent, (a) to a corporation or other entity which is a successor in interest to Tenant by way of merger, consolidation or corporate reorganization, or (b) by the Lease purchase of all or any portion thereof substantially all of the assets or the Premises controlling ownership interest of Tenant provided that such merger or any part thereof consolidation or such acquisition or assumption, as the case may be, is not principally for the purpose of transferring this Lease, (c) to any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, by or is under common control with Tenant ("Tenant, 's Affiliate") or (d) to any entity resulting from persons in connection with any secondary offering of the merger, consolidation, acquisition Tenant's stock or restructuring in connection with any bona fide financing or capitalization for the benefit of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”), provided Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer (the foregoing described Transfers, or any one of them, may be referred to as an "Exempt Transfer"); provided, however, that (i) the overall net worth of the resulting tenant is not materially less than the overall net worth of Tenant as of the date of this Lease; (ii) Landlord receives satisfactory evidence of the satisfaction of such net worth requirements set forth in the preceding subsections (i) not less than five (5) business days prior to the date of such Exempt Transfer. For purposes of Exempt Transfers, “"control” " requires both (aA) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person (unless such Transfers relate to any corporation whose shares are publicly traded) and (bB) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the contraryProject or that is in discussions or negotiations with Landlord where Landlord, in each such case, has space available in the following Sections 26.2, 26.3 and 26.9 Project for such proposed transferee to lease to such transferee. The assignee of the Lease shall not Tenant’s entire interest hereunder in accordance with an Exempt Transfer may be applicable referred to any Exempt Transferherein as an “Affiliate Assignee.”

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent. In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project or a property owned by Landlord or an affiliate of Landlord. Notwithstanding the foregoing, which consent Landlord may not unreasonably withhold, condition or delay. Tenant shall have the right to Transfer without Landlord’s prior written consent the Lease or any portion thereof or the Premises or any part thereof to any person or entity that that, by way of a bona fide, arms-length transaction with legitimate business purposes not intended to circumvent the Landlord’s consent rights set forth in this Article 29, (i) as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition (ii) acquires all or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of Tenant’s assets or (iii) is a successor to Tenant as a result of any merger, consolidation or similar transaction resulting in the assets used in connection with the business operated by change of control of Tenant at the Building (“Tenant’s Affiliate”), provided that (x) Tenant shall notify Landlord in writing at least thirty ten (3010) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer, and (y) that the person that will be the tenant under this Lease after the Exempt Transfer has a net worth that is equal to or greater than $50,000,000, and (z) such transfer will not jeopardize directly or indirectly the status of Landlord or any of Landlord’s affiliates as a Real Estate Investment Trust under the Revenue Code (as defined below) or violate any of the restrictions in clauses (w), (x), (y) and (z) of Section 29.3 below (an “Exempt Transfer”). For purposes of Exempt Transfers, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything Except with respect to an Exempt Transfer, in no event shall Tenant perform a Transfer to or with an entity that is a tenant at the Project (when there exists available suitable space at the Project for such tenant) or that is in discussions or negotiations with Landlord to lease premises at the Project. The following shall constitute a Transfer under this Lease, but shall not require the prior written consent of Landlord: (a) the issuance of stock by Tenant for sale to the contrary, the following Sections 26.2, 26.3 and 26.9 of the Lease public in an initial public offering (provided that any notices or information required to be provided to Landlord under this Article shall not be applicable subject to any Exempt Transferreporting and disclosure requirements or limitations under Applicable Law), or (b) the issuance of stock by Tenant for sale on a private basis and further provided that such private issuance of stock is a bona fide, arms-length transaction with legitimate business purposes not intended to circumvent the Landlord’s consent rights set forth in this Article 29.

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent, which consent Landlord may shall not unreasonably withholdwithheld, condition conditioned or delaydelayed. Notwithstanding the foregoing, Tenant shall have the right to Transfer without Landlord’s prior written consent the Lease or any portion thereof or the Premises or any part thereof to any person or entity that as of the date of determination and at all times thereafter (a) directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Tenant, to any entity resulting (b) results from the a merger, consolidation, acquisition reorganization or restructuring dissolution of Tenant, Tenant or to the purchaser in connection with the sale of (c) acquires all or substantially all of the stock, membership interests, partnership interests or assets used in connection with the business operated by of Tenant at the Building ((a), (b) and (c), each, a “Tenant’s Affiliate”), provided that Tenant shall notify Landlord in writing at least thirty ten (3010) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) (provided that Landlord shall comply with any Tenant-requested reasonable and appropriate confidentiality requirements with respect to such notification) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person or entity that constitutes Tenant after the consummation of the Exempt Transfer will have a net worth equal to or greater than Tenant’s net worth immediately prior to consummation of the Exempt Transfer. For purposes of Exempt Transfers, “control” requires both (am) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (bn) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project or a property owned by Landlord or an affiliate of Landlord. Notwithstanding anything to the contrarycontrary in this Lease, the following Sections 26.2, 26.3 and 26.9 sale or offering of the Lease stock or ownership interest in Tenant shall not be applicable to deemed a Transfer for purposes of this Lease and shall not require Landlord’s consent if (y) such sale or transfer occurs in connection with any Exempt Transferbona fide financing or capitalization for the benefit of Tenant or (z) such sale or offering is in connection with an initial public offering.

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent. Notwithstanding the foregoing, which consent Landlord may not unreasonably withhold, condition or delay. Tenant shall have the right to Transfer without Landlord’s prior written consent the Lease or any portion thereof or the Premises or any part thereof to any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”), provided that Tenant shall notify Landlord in writing at least thirty ten (3010) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person that will be the tenant under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior and the day immediately after the Exempt Transfer) that is equal to or greater than the net worth (as of both the Execution Date and the date of the Exempt Transfer) of the transferring Tenant. For purposes of Exempt Transfers, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the contrary, Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the following Sections 26.2, 26.3 and 26.9 Project or a property owned by Landlord or an affiliate of the Lease shall not be applicable to any Exempt TransferLandlord.

Assignment or Subletting. 26.1 30.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent, which consent Landlord may not unreasonably withhold, condition or delay. Tenant shall have the right to Transfer without Landlord’s prior written consent the Lease or any portion thereof or the Premises or any part thereof hereof to any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Tenant, to ; or any entity resulting party that results from the a merger, consolidationnonbankruptcy reorganization, acquisition government action, or restructuring consolidation of Tenant, ; or to the purchaser in connection with the sale of any party that acquires all or substantially all of the assets used in connection with the business operated by or stock of Tenant at the Building (a “Tenant’s Tenant Affiliate”), ; provided that Tenant shall notify Landlord in writing at least thirty fourteen (3014) days prior to the effectiveness of such Transfer to Tenant’s a Tenant Affiliate (an “Exempt Transfer”) ); and otherwise comply with provided, further, that an Exempt Transfer must be to an entity that has a financial strength equal or greater to that of Tenant as of the requirements date of the proposed Exempt Transfer. A sale or transfer of Tenant’s capital stock shall not be deemed an assignment, subletting or any other transfer of this Lease regarding such Transferor the Premises. For purposes of Exempt Transfers, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything to the contrary, the following Sections 26.2, 26.3 and 26.9 of the Lease shall not be applicable to any Exempt Transfer.

Assignment or Subletting. 26.1 Except as hereinafter expressly permittedThe Tenant will not assign, Tenant shall nottransfer, either voluntarily sublet, part with or share possession or set over or permit the Premises to be occupied or used by a licensee or concessionaire or otherwise by any act or deed permit the Premises or any part of them to be assigned, transferred, set over or sublet, whether by operation of Applicable Lawslaw or otherwise, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (eachindividually and collectively, a “Transfer”)) unto any persons, without firm, partnership or corporation whomsoever except with prior consent of the Landlord’s prior written consent, which consent Landlord may not unreasonably withholdas set out herein. Notwithstanding the foregoing, condition or delay. the Tenant shall have not assign or sublet all or part of the right Premises to Transfer without Landlord’s prior written consent any other tenant in the Building. If the Tenant desires to assign this Lease or sublet the Premises or any portion thereof or to a named third party (the Premises or any part thereof to any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s AffiliateTransferee”), provided the Tenant shall notify first provide the Landlord with any information the Landlord may reasonably require, including a true copy of the agreement to assign or sublet (the “Transfer Agreement”); evidence as to the responsibility, reputation, financial standing and business of the proposed transferee; a completed credit check application in writing the Landlord’s form; and if any Leasehold Improvements are contemplated to be undertaken, then plans and specifications, including but not limited to, mechanical, electrical and structural drawings, (collectively the “Transfer Information”). The Tenant shall give at least thirty (30) days days’ prior written notice to the effectiveness Landlord of such the proposed Transfer to Tenantand the effective date thereof. Any request for a Transfer may be documented by the Landlord or, at the Landlord’s Affiliate option, by its solicitors, and the Landlord’s then current standard fee (an the “Exempt TransferDocumentation Fee”), any legal costs and any third party costs including, but not limited to, architects or consultants fees, (collectively, the “Transfer Fee”) and otherwise comply with respect thereto shall be payable by the requirements of this Lease regarding such Transfer. For purposes of Exempt Transfers, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything to the contrary, the following Sections 26.2, 26.3 and 26.9 of the Lease shall not be applicable to any Exempt TransferTenant on demand.

Assignment or Subletting. 26.1 29.1 Except as hereinafter expressly permitted, Tenant shall notnone of the following (each, a “Transfer”), either voluntarily or by operation of Applicable Laws, shall be directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), performed without Landlord’s prior written consent, which consent Landlord may shall not be unreasonably withholdwithheld, condition conditioned or delaydelayed: (a) Tenant selling, hypothecating, assigning, pledging, encumbering or otherwise transferring this Lease or subletting the Premises or (b) a controlling interest in Tenant being sold, assigned or otherwise transferred (other than as a result of shares in Tenant being sold on a public stock exchange). For purposes of the preceding sentence, “control” means (1) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person or (2) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Tenant shall have the right to Transfer right, without Landlord’s prior written consent the consent, to (y) Transfer Tenant’s interest in this Lease or any portion thereof or the Premises or any part thereof to any person that (i) acquires all or entity that substantially all of the assets of Tenant (either indirectly through a sale of all or substantially all of Tenant’s stock or equity interests or directly), (ii) is a successor to Tenant by merger, consolidation or reorganization or as a result of an initial public offering of Tenant’s stock on a nationally recognized stock exchange, or (iii) as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, by or is under common control with TenantTenant (the transferee or resulting Tenant described in (i), to any entity resulting from the merger(ii) or (iii), consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (a “Tenant’s Affiliate”) and (z) provided that, at all times prior to and after such transfer, Tenant remains the tenant under this Lease and Tenant retains the power to direct or cause the direction of the management and policies of Tenant and Tenant retains fifty-one percent (51%) or more of the voting power of all the stock or other equity interests in Tenant, transfer (directly or indirectly) more than fifty percent (50%) of the stock or equity interests of Tenant as part of a bona fide private equity placement financing (an “Equity Financing Transfer”); provided that, provided in each case, Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (any such Transfer described in (y) or (z) in this Section above, an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person that will be the tenant under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than the net worth (as of the date of the Exempt Transfer) of the transferring Tenant. For purposes of Exempt Transfersthe immediately preceding sentence, “control” requires both (aA) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (bB) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project; provided that, Landlord or such affiliate has sufficient space for such entity at the Project. Upon Tenant’s written request, Landlord shall execute and deliver a commercially reasonable form of confidentiality agreement with respect to any information disclosed to Landlord in connection with a proposed Transfer or Exempt Transfer. Notwithstanding anything to the contraryforegoing, the following Sections 26.2if Tenant is precluded by Applicable Law or by contract from giving Landlord prior written notice of an Exempt Transfer, 26.3 and 26.9 then Tenant will provide Landlord with written notice of the Lease shall Exempt Transfer as soon as Tenant may do so without violating Applicable Law or the terms of the applicable contract, and if Tenant does not be applicable know all of the material terms of the Exempt Transfer at least thirty (30) days prior to any its effectiveness, then Tenant will provide Landlord with written notice of the Exempt Transfer no later than five (5) days after Tenant knows all of the material terms of the Exempt Transfer.

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, Lease or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent, which consent Landlord may shall not be unreasonably withholdwithheld, condition conditioned or delaydelayed. Notwithstanding the foregoing, Tenant shall have the right to Transfer without Landlord’s prior written consent the Lease or any portion thereof or the Premises or any part thereof to any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, by or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”), ; provided that Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person or entity that will be the tenant under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than the net worth (as of both the Execution Date and the date of the Exempt Transfer) of the transferring Tenant. For purposes of Exempt Transfers, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the contrary, Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the following Sections 26.2, 26.3 and 26.9 Project or a property owned by Landlord or an affiliate of the Lease shall not be applicable to any Exempt TransferLandlord.

Assignment or Subletting. 26.1 Except as hereinafter expressly permitted, Tenant Lessee shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecatelaw, assign, pledgetransfer, encumber mortgage, sublet, or otherwise transfer or encumber all or any part of Lessee's interest in this LeaseLease or in the Premises, or sublet suffer any other person (with the Premises (eachexception of the agents, a “Transfer”)employees and business invitees of Lessee) to occupy or use the Premises, or any portion thereof, without Landlord’s the prior written consentconsent of Lessor, which consent Landlord Lessor may not unreasonably withhold. Any attempted assignment, condition transfer, mortgage, encumbrance, subletting, occupation or delayuse without such consent first had and obtained, shall be void and shall, at the option of Lessor, terminate this Lease. Tenant shall have Any cumulative transfer of, in excess of twenty percent (20%) of interests in the right to Transfer without Landlord’s prior written consent the Lease or any portion thereof or the Premises or any part thereof to any person or entity that as of the date of determination and at all times thereafter directlypartnership, if Lessee is a partnership, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring in excess of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”), provided Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer. For purposes of Exempt Transfers, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the voting power to direct or cause the direction of the management corporation, if Lessee is a corporation, shall constitute a transfer for the purpose of this paragraph. Except that in the event that the assignee under an assignment approved by Lessor and/or such assignee's guarantor, is equally financially responsible as Lessee and policies the Guarantor of this Lease, and such personassignee assumes the covenants and conditions of Lessee pursuant to this Lease, then Lessor shall release Lessee and the Guarantor of Lessee's obligations hereunder of their obligations hereunder and under such guaranty. Notwithstanding anything to Lessee shall remain obligated under the contrary, the following Sections 26.2, 26.3 covenants and 26.9 conditions of the this Lease shall not be applicable to notwithstanding any Exempt Transfersuch assignment or subletting.

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, Lease or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent. Notwithstanding the foregoing, which consent Landlord may not unreasonably withhold, condition or delay. Tenant shall have the right to Transfer without Landlord’s prior written consent the Lease or any portion thereof or the Premises or any part thereof to any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, by or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”), or in connection with any merger or consolidation of Tenant, or a sale of all or substantially all of Tenant’s assets (a “Tenant Reorganization”); provided that Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer (a) to Tenant’s Affiliate or (b) by a Tenant Reorganization (each an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person that will be the tenant under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer, except that with respect to a Tenant Reorganization such test shall only need to be met as of the day immediately after the Exempt Transfer) that is equal to or greater than the net worth (as of both the Execution Date and the date of the Exempt Transfer) of the transferring Tenant. For purposes of Exempt Transfers, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything In no event shall Tenant perform a Transfer to or with an entity that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease the contrary, the following Sections 26.2, 26.3 Premises (or a portion thereof) or premises at a property owned by Landlord or an affiliate of Landlord and 26.9 located within five (5) miles of the Lease shall not be applicable to any Exempt TransferPremises.

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall notnone of the following (each, a “Transfer”), either voluntarily or by operation of Applicable Laws, shall be directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), performed without Landlord’s prior written consent, which consent Landlord may shall not be unreasonably withholdwithheld, condition conditioned or delaydelayed: (a) Tenant selling, hypothecating, assigning, pledging, encumbering or otherwise transferring this Lease or subletting the Premises, including to an MPM Capital portfolio company, or (b) a controlling interest in Tenant being sold, assigned or otherwise transferred (other than as a result of shares in Tenant being sold on a public stock exchange). For purposes of the preceding sentence, “control” means (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person or (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding the foregoing, Tenant shall have the right to Transfer Transfer, without Landlord’s prior written consent the consent, Tenant’s interest in this Lease or any portion thereof or the Premises or any part thereof to (y) any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, by or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”), or (z) any entity that succeeds to Tenant’s interest in the Lease by reason of acquisition (whereby the acquisition consists of all or substantially all of Tenant’s stock or assets), merger, spin-off or consolidation (“Tenant’s Successor”); provided that Tenant shall notify Landlord in writing at least thirty fifteen (3015) days prior to the effectiveness of any such Transfer to Tenant’s Affiliate or Tenant’s Successor (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person that will be the tenant under this Lease after an Exempt Transfer under the immediately foregoing clauses (y) and (z) has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than the net worth (as of both the Execution Date and the date of the Exempt Transfer) of the transferring Tenant, unless Landlord otherwise waives the foregoing requirement in writing. For purposes of Exempt Transfersthe immediately preceding sentence, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Hampshire Project. Notwithstanding anything in this Lease to the contrary, if (a) Tenant or any proposed transferee, assignee or sublessee of Tenant has been required by any prior landlord, Lender or Governmental Authority to take material remedial action in connection with Hazardous Materials contaminating a property if the following Sections 26.2, 26.3 and 26.9 contamination resulted from such party’s action or omission or use of the property in question or (b) Tenant or any proposed transferee, assignee or sublessee is subject to a material enforcement order issued by any Governmental Authority in connection with the use, disposal or storage of Hazardous Materials, then Landlord shall have the right to terminate this Lease in Landlord’s sole and absolute discretion (with respect to any such matter involving Tenant), and it shall not be applicable unreasonable for Landlord to withhold its consent to any Exempt Transferproposed transfer, assignment or subletting (with respect to any such matter involving a proposed transferee, assignee or sublessee).

Assignment or Subletting. 26.1 25.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent, which consent Landlord may not unreasonably withhold, condition or delay. Tenant shall have the right to Transfer without Landlord’s prior written consent the Lease or any portion thereof or the Premises or any part thereof hereof to any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”), provided Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer. For purposes of Exempt Transfers, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything to the contrary, the following Sections 26.2, 26.3 25.2 and 26.9 25.8 of the Lease shall not be applicable to any Exempt Transfer.

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall notnone of the following (each, a “Transfer”), either voluntarily or by operation of Applicable Laws, shall be directly or indirectly sellperformed without Landlord’s prior written consent: (a) Tenant selling, hypothecatehypothecating, assignassigning, pledgepledging, encumber encumbering or otherwise transfer transferring this Lease, Lease or sublet subletting the Premises or (eachb) a controlling interest in Tenant being sold, assigned or otherwise transferred (other than as a result of shares in Tenant being sold on a public stock exchange). For purposes of the preceding sentence, “control” means (w) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person or (x) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding the foregoing, Tenant shall have the right to Transfer”), without Landlord’s prior written consent, which consent Landlord may not unreasonably withhold, condition or delay. Tenant shall have the right to Transfer without LandlordXxxxxx’s prior written consent the interest in this Lease or any portion thereof or the Premises or any part thereof to any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, by or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”), ; provided that Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person that will be the tenant under this Lease after the Exempt Transfer has the financial ability to fulfill Tenant’s obligations hereunder as reasonably determined by Landlord. For purposes of Exempt Transfersthe immediately preceding sentence, “control” requires both (ay) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (bz) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project or a property owned by Landlord or an affiliate of Landlord. Notwithstanding anything in this Lease to the contrary, if (c) Tenant or any proposed transferee, assignee or sublessee of Tenant has been required by any prior landlord, Lender or Governmental Authority to take material remedial action in connection with Hazardous Materials contaminating a property if the following Sections 26.2, 26.3 and 26.9 contamination resulted from such party’s action or omission or use of the property in question or (d) Tenant or any proposed transferee, assignee or sublessee is subject to a material enforcement order issued by any Governmental Authority in connection with the use, disposal or storage of Hazardous Materials, then Landlord shall have the right to terminate this Lease in Landlord’s sole and absolute discretion (with respect to any such matter involving Tenant), and it shall not be applicable unreasonable for Landlord to withhold its consent to any Exempt Transferproposed transfer, assignment or subletting (with respect to any such matter involving a proposed transferee, assignee or sublessee).

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, Lease or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent, which consent Landlord may shall not be unreasonably withholdwithheld, condition conditioned or delaydelayed. Notwithstanding the foregoing, Tenant shall have the right to Transfer without Landlord’s prior written consent the Lease or any portion thereof or the Premises or any part thereof to (a) any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, by or is under common control with Tenant, to any (b) the surviving corporation or other entity resulting from the in a merger, consolidation, acquisition reorganization or restructuring initial public offering in which Tenant is involved; or (c) bona fide purchaser of Tenant, all or to the purchaser in connection with the sale of substantially all of the stock, membership interests or partnership interests (as applicable) and assets used in connection with the business operated by of Tenant at the Building ((a), (b) and (c), each, a “Tenant’s Affiliate”), provided that Tenant shall notify Landlord in writing at least thirty ten (3010) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) (in which case, Landlord shall comply (during the period of time prior to the effective date of the Exempt Transfer) with any reasonable and appropriate confidentiality requirements with respect to such notification as may be requested in writing by Tenant) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person or entity that constitutes Tenant after the consummation of the Exempt Transfer has a net worth that is equal to or greater than Tenant’s net worth as of the Execution Date. For purposes of Exempt Transfers, “control” requires both (am) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests SMRH:418641349.9 44 0100-922173 of another person and (bn) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project or a property owned by Landlord or an affiliate of Landlord. Notwithstanding anything the foregoing, in the event of an assignment to any Tenant’s Affiliate under clause (b) above, a subsequent sale or transfer of stock resulting in a change in voting control, or any other transaction(s) having the overall effect that such entity ceases to be Tenant’s Affiliate, which sale or transaction is made primarily to enable Tenant to transfer its interest in this Lease to the contrarytransferee without Landlord’s consent (and not for an independent business reason), shall be treated as if such sale or transfer or transaction(s) were, for all purposes, an assignment of this Lease governed by the following Sections 26.2, 26.3 provisions of this Article and 26.9 of the Lease shall not be applicable to any considered an Exempt TransferTransfer hereunder.

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, Lease or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent, which consent Landlord may shall not be unreasonably withholdwithheld, condition conditioned or delaydelayed. Notwithstanding the foregoing, Tenant shall have the right to Transfer without Landlord’s prior written consent the Lease or any portion thereof or the Premises or any part thereof to (a) any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, by or is under common control with Tenant, to any (b) the surviving corporation or other entity resulting from the in a merger, consolidation, acquisition reorganization or restructuring initial public offering in which Tenant is involved; or (c) bona fide purchaser of Tenant, all or to the purchaser in connection with the sale of substantially all of the stock, membership interests or partnership interests (as applicable) and assets used in connection with the business operated by of Tenant at the Building ((a), (b) and (c), each, a “Tenant’s Affiliate”), provided that Tenant shall notify Landlord in writing at least thirty ten (3010) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) (in which case, Landlord shall comply (during the period of time prior to the effective date of the Exempt Transfer) with any reasonable and appropriate confidentiality requirements with respect to such notification as may be requested in writing by Tenant) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person or entity that constitutes “Tenant” after the consummation of the Exempt Transfer has a net worth equal to or greater than Tenant’s net worth as of the Execution Date. For purposes of Exempt Transfers, “control” requires both (am) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (bn) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project or a property owned by Landlord or an affiliate of Landlord. Notwithstanding anything the foregoing, in the event of an assignment to any Tenant’s Affiliate under clause (b) above, a subsequent sale or transfer of stock resulting in a change in voting control, or any other transaction(s) having the overall effect that such entity ceases to be Tenant’s Affiliate, which sale or transaction is made primarily to enable Tenant to transfer its interest in this Lease to the contrarytransferee without Landlord’s consent (and not for an independent business reason), shall be SMRH:418641422.8 44 0100-922173 treated as if such sale or transfer or transaction(s) were, for all purposes, an assignment of this Lease governed by the following Sections 26.2, 26.3 provisions of this Article and 26.9 of the Lease shall not be applicable to any considered an Exempt TransferTransfer hereunder.

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall notnone of the following (each, a “Transfer”), either voluntarily or by operation of Applicable Laws, shall be directly or indirectly sellperformed without Landlord’s prior written consent, hypothecate(which shall not be unreasonably withheld, assignconditioned or delayed by Landlord): (a) Tenant selling, pledgehypothecating, encumber assigning, pledging, encumbering or otherwise transfer transferring this Lease, Lease or sublet subletting all or any portion of the Premises or (eachb) a controlling interest in Tenant being sold, assigned or otherwise transferred (other than as a result of shares in Tenant being sold on a public stock exchange). For purposes of the preceding sentence, “control” means (m) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person or (n) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding the foregoing, Tenant shall have the right to Transfer”), without Landlord’s prior written consent, which consent Landlord may not unreasonably withhold, condition or delay. Tenant shall have the right to Transfer without LandlordTenant’s prior written consent the interest in this Lease or any portion thereof or the Premises or any part thereof (i) to any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, by or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”), or (ii) to the surviving entity in the event of a merger, consolidation or restructuring of Tenant or to an entity that acquires all or substantially all of Tenant’s assets used in connection with the business operating by Tenant at the Building (each of (i) and (ii), an “Exempt Transfer”); provided that Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements set forth in the last sentence of this paragraph regarding such a Transfer; and provided, further, that (A) in connection with an assignment of this Lease regarding to a Tenant’s Affiliate pursuant to clause (i) of this sentence, if such Tenant’s Affiliate has a net worth of less than One Hundred Seventy-Five Million and 00/100 Dollars ($175,000,000.00), then the assigning Tenant will execute a guaranty of the Tenant’s Affiliate’s obligations under this Lease (on Landlord’s customary lease guaranty form or another commercially reasonable lease guaranty form approved by Landlord), and (B) with respect to a Transfer pursuant to clause (ii) of this sentence, the person that will be the “Tenant” under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) of not less than One Hundred Seventy-Five Million and 00/100 Dollars ($175,000,000.00). For purposes of Exempt Transfersthe immediately preceding sentence, “control” requires both (af) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (bg) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project or a property owned by Landlord or an affiliate of Landlord, unless such Transfer is an Exempt Transfer. Tenant and any transferee pursuant to an Exempt Transfer shall be obligated to comply with, and shall be subject to, the terms and conditions set forth in Section 29.2, the last two sentence of Section 29.3, Section 29.4 (except to the contraryextent that Section 29.4 expressly excludes an Exempt Transfer), Section 29.5, Section 29.6, Section 29.8 and Section 29.9, notwithstanding the following Sections 26.2, 26.3 and 26.9 of fact that the Lease shall not be applicable to any Transfer constitutes an Exempt Transfer.

Assignment or Subletting. 26.1 29.1 Except as hereinafter expressly permitted, Tenant shall notnone of the following (each, a “Transfer”), either voluntarily or by operation of Applicable Laws, shall be directly or indirectly sellperformed without Landlord’s prior written consent, hypothecatewhich shall not be unreasonably withheld, assignconditioned or delayed: (a) Tenant selling, pledgehypothecating, encumber assigning, pledging, encumbering or otherwise transfer transferring its interest in this LeaseLease or subletting all or a portion of the Premises, (b) a controlling interest in Tenant being sold, assigned or otherwise transferred (other than as a result of shares in Tenant being sold on a public stock exchange), or sublet (c) the Premises sale of all or substantially all of its assets. For purposes of the preceding sentence, “control” means (eachf) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person or (g) possessing, a “directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding the foregoing, Tenant shall have the right to Transfer”), without Landlord’s prior written consent, which consent Landlord may not unreasonably withhold, condition or delay. Tenant shall have the right to Transfer without LandlordTenant’s prior written consent the interest in this Lease or any portion thereof or the Premises or any part thereof to (i) any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, by or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”), (ii) any person or entity with which Tenant is merged or to which all or substantially all of Tenant’s assets or all or substantially all of the ownership interests in Tenant are sold, or (iii) any person or entity which is a successor-in-interest to Tenant by way of spin-off or consolidation; provided that Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person that will be the tenant under this Lease after the Exempt Transfer pursuant to (i), (ii) and (iii) above has a tangible net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than the tangible net worth (as of both the Execution Date and the date of the Exempt Transfer) of the transferring Tenant, provided, however, in the event Tenant is subleasing twenty-five percent (25%) or less of the Premises to Tenant’s Affiliate, no such net worth test shall be required. For purposes of Exempt Transfersthe immediately preceding sentence, “control” requires both (am) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (bn) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything to the contrary, the following Sections 26.2, 26.3 and 26.9 of the Lease Tenant shall not be applicable to any perform a Transfer (other than an Exempt Transfer) to or with an entity that is a tenant at the Project or that is then in active discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project or a property owned by Landlord’s affiliate.

Assignment or Subletting. 26.1 30.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent, which consent Landlord may not unreasonably withhold, condition delay. Landlord shall notify Tenant in writing within ten (10) business days after receipt of Tenant’s request for consent whether Landlord shall consent to or delayreject Tenant’s request for consent. Tenant shall have the right to Transfer without Landlord’s prior written consent the Lease or any portion thereof or the Premises or any part thereof hereof to (a) any person or entity that (as of the date of determination and at all times thereafter determination) directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Tenant, (b) a successor corporation related to any entity resulting from the Tenant by merger, consolidation, acquisition bankruptcy, reorganization or restructuring of Tenant, government action or to the (c) a purchaser in connection with the sale of substantially all of the Tenant’s assets used in connection with the business operated by Tenant at the Building (collectively, “Tenant’s Affiliate”), ; provided that Tenant shall notify Landlord in writing at least thirty ten (3010) business days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that any such Transfer is not a sham transaction or part of a sham transaction. For purposes of Exempt Transfers, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything to the contrary, the following Sections 26.2, 26.3 and 26.9 of the Lease shall not be applicable to any Exempt Transfer.

Assignment or Subletting. 26.1 Except 29.1.Except as hereinafter expressly permitted, Tenant shall notnone of the following (each, a "Transfer"), either voluntarily or by operation of Applicable Laws, shall be directly or indirectly sellperformed without Landlord's prior written consent (which shall not be unreasonably withheld): (a) Tenant selling, hypothecatehypothecating, assignassigning, pledgepledging, encumber encumbering or otherwise transfer transferring this Lease, Lease or sublet subletting the Premises or (eachb) a controlling interest in Tenant being sold, assigned or otherwise transferred (other than as a “Transfer”result of shares in Tenant being sold on a public stock exchange). For purposes of the preceding sentence, without Landlord’s prior written consent"control" means (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person or (b) possessing, which consent Landlord may not unreasonably withholddirectly or indirectly, condition the power to direct or delaycause the direction of the management and policies of such person. Notwithstanding the foregoing, Tenant shall have the right to Transfer Transfer, without Landlord’s 's prior written consent the consent, Tenant's interest in this Lease or any portion thereof or the Premises or any part thereof to any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, by or is under common control with Tenant ("Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s 's Affiliate”"), ; provided that Tenant shall notify notifY Landlord in writing at least thirty fifteen (3015) business days prior to the effectiveness of such Transfer to Tenant’s 's Affiliate (an “"Exempt Transfer”") and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person that will be the tenant under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than the net worth (as of both the Execution Date and the date of the Exempt Transfer) of the transferring Tenant. For purposes of Exempt Transfersthe immediately preceding sentence, “"control” " requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project or a property owned by Landlord or an affiliate of Landlord. Notwithstanding anything in this Lease to the contrary, if(a) Tenant or any proposed transferee, assignee or sublessee of Tenant has been required by any prior landlord, Lender or Governmental Authority to take material remedial action in connection with Hazardous Materials contaminating a property if the following Sections 26.2, 26.3 and 26.9 contamination resulted from such party's action or omission or use of the property in question or (b) Tenant or any proposed transferee, assignee or sublessee is subject to a material enforcement order issued by any Governmental Authority in connection with the use, disposal or storage of Hazardous Materials, then Landlord shall have the right to terminate this Lease in Landlord's sole and absolute discretion (with respect to any such matter involving Tenant), and it shall not be applicable unreasonable for Landlord to withhold its consent to any Exempt Transferproposed transfer, assignment or subletting (with respect to any such matter involving a proposed transferee, assignee or sublessee).

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent, which consent Landlord may shall not be unreasonably withholdwithheld, condition conditioned or delaydelayed. Notwithstanding the foregoing, Tenant shall have the right to Transfer without Landlord’s prior written consent the Lease or any portion thereof or the Premises or any part thereof to the entity with which or into which Tenant may merge, whether or not Tenant is the survivor of such merger, or any person or entity party that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with TenantTenant (each, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (a “Tenant’s AffiliatePermitted Transferee”), provided that, subject to Section 29.2, Tenant shall notify Landlord in writing at least thirty ten (3010) days prior to the effectiveness of such Transfer to Tenant’s Affiliate a Permitted Transferee (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer. For purposes of Exempt Transfers, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything In no event shall Tenant perform a Transfer other than an Exempt Transfer to or with an entity that is a tenant at the contrary, Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the following Sections 26.2, 26.3 and 26.9 Project or a property owned by Landlord or an affiliate of the Lease shall not be applicable to any Exempt TransferLandlord.

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consentconsent which shall not be unreasonably withheld. Notwithstanding the foregoing, which consent Landlord may not unreasonably withhold, condition or delay. Tenant shall have the right to Transfer without Landlord’s prior written consent the Lease or any portion thereof or the Premises or any part thereof to any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Tenant, to any entity resulting from the or that becomes a parent, successor or affiliate of Tenant, or is a successor of Tenant by reason of merger, consolidation, acquisition public offering, reorganization, dissolution or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the stock, membership or partnership interests or assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”), provided that Tenant shall notify Landlord in writing at least thirty ten (3010) days prior to the effectiveness of such Transfer to Tenant’s Affiliate; and provided, further that Tenant’s Affiliate shall be of equal or greater market capitalization or net worth (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer. For purposes of Exempt Transfers, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything to the contraryforegoing, the following Sections 26.2, 26.3 and 26.9 raising of the Lease capital by an offering of stock or ownership interest in Tenant shall not be applicable deemed a Transfer for purposes of this Lease and shall not require Landlord’s consent. In no event shall Tenant perform a Transfer to any Exempt Transferor with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project or a property owned by Landlord or an affiliate of Landlord.

Assignment or Subletting. 26.1 29.1 Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent. In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project. Notwithstanding the foregoing, which consent Landlord Tenant may not unreasonably withhold, condition or delay. Tenant shall have the right to Transfer without Landlord’s prior written consent the assign all of its interest in this Lease or sublet any portion thereof or all of the Premises or any part thereof without the consent of Landlord to any person or entity that as of the date of determination following entities (each, a “Permitted Transferee” and at all times thereafter directlysuch Transfer to a Permitted Transferee, a “Permitted Transfer”): (a) any entity controlling, controlled by or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Tenant, to ; (b) any successor entity resulting from the a merger, consolidation, acquisition or restructuring consolidation with or a conversion of Tenant, ; or to the purchaser in connection with the sale of (c) any entity which acquires all or substantially all of the assets used in connection with the business operated by Tenant at the Building (“of Tenant’s Affiliate”), provided Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer. For purposes of Exempt Permitted Transfers, “control” requires both (ay) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (bz) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything Tenant shall give Landlord prompt written notice of the occurrence of any Permitted Transfer and shall provide evidence reasonably satisfactory to Landlord that such Transfer qualifies as a Permitted Transfer. Such notice shall be given in writing at least ten (10) days prior to the contraryeffectiveness of such Permitted Transfer; provided, however, that if prior notice is not (as reasonably determined by Tenant) permitted by Applicable Laws or an obligation of confidentiality, then Tenant shall notify Landlord promptly after the following Sections 26.2effectiveness of such Permitted Transfer, 26.3 and 26.9 but in no event more than four (4) days after the effectiveness of the Lease shall not be applicable to any Exempt such Permitted Transfer.

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent. Notwithstanding the foregoing, which consent Landlord may not unreasonably withhold, condition or delay. Tenant shall have the right to Transfer without Landlord’s prior written consent the Lease or any portion thereof or the Premises or any part thereof to (i) any person or entity that as of the date of determination (and at all times thereafter directly, or indirectly through one or more intermediariesis contemplated to so remain), controls, is controlled by, or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”), or (ii) any successor to Tenant by merger, consolidation, acquisition of all or substantially all of Tenant’s assets or ownership interests, or corporate reorganization, provided that (x) such merger, consolidation, acquisition of all or substantially all of Tenant’s assets or ownership interests, or corporate reorganization is for a good business purpose and not principally for the purpose of transferring this Lease in violation of this provision, (y) the resulting tenant under this Lease has a net worth at least equal to or greater than $500,000,000, and (z) any such successor to Tenant agrees in writing to assume all of the terms, covenants and conditions of this Lease arising after the effective date of such assignment (together with Transfers to Tenant’s Affiliates, “Exempt Transfers”). In the event of an Exempt Transfer, Tenant shall notify Landlord in writing at least thirty ten (3010) days prior to the effectiveness of such Exempt Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer. For purposes of Exempt Transfers, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. In no event shall Tenant perform a Transfer (other than an Exempt Transfer) to or with an entity that is a tenant at the Property or that is in then-active discussions or negotiations (as evidenced by exchanges of proposals or communications) with Landlord or an affiliate of Landlord to lease premises at the Property or a property owned by Landlord or an affiliate of Landlord in Xxxxxxx Square so long as Landlord or such affiliate has comparable space available for lease in Xxxxxxx Square for a comparable term, as reasonably determined by Landlord. Notwithstanding anything to the contrarycontrary contained in this Section 29.1, so long as Tenant’s stock is publicly traded on a nationally recognized exchange, neither a public offering of Tenant’s stock nor the following Sections 26.2, 26.3 and 26.9 transfer from time to time of the Lease Tenant’s stock over a nationally recognized exchange shall not be applicable to any Exempt Transferdeemed a Transfer and shall not require Landlord’s consent.

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent. Notwithstanding the foregoing, which consent Landlord may not unreasonably withhold, condition or delay. Tenant shall have the right to Transfer without Landlord’s prior written consent the Lease or any portion thereof or the Premises or any part thereof to (a) any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”) or (b) any entity that succeeds to Tenant’s interest in this Lease by reason of merger, sale or acquisition (whereby the sale or acquisition consists of all or substantially all of Tenant’s stock and assets) or consolidation (“Tenant’s Successor”), provided that Tenant shall notify Landlord in writing at least thirty ten (3010) days prior to the effectiveness of such Transfer to Tenant’s Affiliate or Tenant’s Successor (each, an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer. For purposes of Exempt Transfersthis Article, “control” requires both (ay) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (bz) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything The routine issuance or transfer of non-controlling interests of equity in Tenant over a public stock exchange (provided that such issuance or transfer is in no way related to the contrary, the following Sections 26.2, 26.3 and 26.9 a change in control of the Lease Tenant) shall not be applicable deemed a Transfer. In no event shall Tenant perform a Transfer to any Exempt Transferor with an entity that is a tenant at the Project or that is in discussions or negotiations (or has been in discussions or negotiations within the last three (3) months of the then-current time) with Landlord or an affiliate of Landlord to lease premises at the Project or a property owned by Landlord or an affiliate of Landlord in the West-Cambridge submarket.

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall notnone of the following (each, a “Transfer”), either voluntarily or by operation of Applicable Laws, shall be directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), performed without Landlord’s prior written consent, which consent Landlord may shall not be unreasonably withholdwithheld, condition conditioned or delaydelayed: (a) Tenant selling, hypothecating, assigning, pledging, encumbering or otherwise transferring this Lease or subletting the Premises or (b) a controlling interest in Tenant being sold, assigned or otherwise transferred (other than as a result of shares in Tenant being sold on a public stock exchange). For purposes of the preceding sentence, “control” means (f) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person or (g) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding the foregoing, Tenant shall have the right to Transfer Transfer, without Landlord’s prior written consent the consent, Tenant’s interest in this Lease or any portion thereof or the Premises or any part thereof to (i) any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, by or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”) or (ii) any person or any entity with which Tenant is merged or to which all or substantially all of Tenant’s assets or all or substantially all of the ownership interests in Tenant are sold; provided that (in each instance under the foregoing clauses (i) and (ii), provided ) Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that (except in the case of a proposed sublease to Tenant’s Affiliate) (I) the person that will be the tenant under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is satisfactory to Landlord in its reasonable determination, including without limitation, taking into consideration, for any person that is not currently earning income in excess of its liability, such person’s cash on hand and rate of expenditure of such cash, or (II) the person that will be the tenant under this Lease after the Exempt Transfer provides (y) a security deposit to Landlord in an amount determined by Landlord in its sole and absolute discretion and that is in full compliance with the requirements of Article 11 of this Lease with respect to the Security Deposit or (z) a guaranty of this Lease, in form and substance determined by Landlord in its sole and absolute discretion, by a guarantor that is satisfactory to Landlord in its sole and absolute discretion, including having a net worth that is satisfactory to Landlord in its sole and absolute discretion. For purposes of Exempt Transfersthe immediately preceding sentence, “control” requires both (am) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (bn) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything In no event shall Tenant perform a Transfer (other than an Exempt Transfer) to or with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises in the Building, except to the contrary, extent there is no comparable space available at the following Sections 26.2, 26.3 and 26.9 of the Lease shall not be applicable to any Exempt TransferProject.

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall notnone of the following (each, a “Transfer”), either voluntarily or by operation of Applicable Laws, shall be directly or indirectly sellperformed without Landlord’s prior written consent, hypothecatewhich, assignsubject to the terms of this Article, pledgewill not be unreasonably withheld, encumber conditioned or delayed: (a) Tenant selling, hypothecating, assigning, pledging, encumbering or otherwise transfer transferring this Lease, Lease or sublet subletting the Premises or (eachb) a controlling interest in Tenant being sold, assigned or otherwise transferred (other than as a result of shares in Tenant being sold on a public stock exchange). For purposes of the preceding sentence, “control” means (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person or (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding the foregoing, Tenant shall have the right to Transfer”), without Landlord’s prior written consent, which consent Landlord may not unreasonably withhold, condition or delay. Tenant shall have the right to Transfer without LandlordTenant’s prior written consent the interest in this Lease or any portion thereof or the Premises or any part thereof to (i) any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, by or is under common control with Tenant, Tenant or (ii) any successor to any entity resulting from the Tenant by merger, consolidation, acquisition or restructuring of Tenant, all or to the purchaser in connection with the sale of substantially all of the Tenant’s assets used in connection with the business operated by Tenant at the Building or ownership interests (“Tenant’s Affiliate”), ; provided that Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (unless Tenant is precluded from giving such notice due to requirements of an Applicable Law or requirements of any securities exchange or the terms of any confidentiality agreement, in which case Tenant shall provide such notice as soon as is reasonably practicable (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person that will be the tenant under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than the net worth as of the date of the Exempt Transfer of the transferring Tenant. Tenant hereby agrees that it shall not undertake a transaction that qualifies as an Exempt Transfer that is an intentional circumvention of the intent of the foregoing net worth test. For purposes of Exempt Transfers, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the contraryProject (unless there are no comparable premises at the Project available to lease) or that is then in active discussions or negotiations with Landlord or an affiliate of Landlord, including without limitation, the following Sections 26.2, 26.3 and 26.9 owner of the Lease shall not be applicable 60 Project, to lease premises at the Project or a property owned by Landlord or an affiliate of Landlord, except in connection with any Exempt Transfermerger, consolidation or acquisition of all or substantially all of the assets of Tenant.

Assignment or Subletting. 26.1 Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this A. Subject to Prime Landlord's consent if required under the Prime Lease, or sublet Subtenant shall have the Premises (each, a “Transfer”), without Landlord’s right with Sublandlord's prior written consent, which consent Landlord may shall not be unreasonably withholdwithheld, condition conditioned or delay. Tenant shall have the right to Transfer without Landlord’s prior written consent the Lease delayed except as set forth below in this Section 11, to: (i) assign, convey, mortgage, hypothecate, pledge, ---------- encumber or otherwise transfer, voluntarily, involuntarily, by operation of law or otherwise, this Sublease or any portion interest hereunder; (ii) allow any transfer thereof or any lien upon Subtenant's interest by operation of law or otherwise; (iii) further sublet the Premises or any part thereof; (iv) list the Premises or any part thereof to as available for assignment or sublease with any person broker or entity that as agent or otherwise advertise, post, communicate or solicit prospective assignees or subtenants through any direct or indirect means; or (v) permit the occupancy of the date Premises or any part thereof by anyone other than Subtenant (any action described in clauses (i) through (v) above is referred to herein as a "Transfer" -------- and the transferee of determination and at all times thereafter directlya Transfer is a "Transferee"). The following shall each ---------- be deemed a Transfer for purposes of this Section: (a) any transfer (or sequence of related transfers resulting, or indirectly through one in the aggregate, in the transfer) of 50% or more intermediariesof the beneficial ownership of Subtenant; (b) any dissolution, controls, is controlled by, or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition consolidation or restructuring other reorganization of Tenant, or to the purchaser in connection with Subtenant; and (c) the sale of substantially all 50% or more in the aggregate of the value of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”), provided Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer. For purposes of Exempt Transfers, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such personSubtenant. Notwithstanding anything the foregoing, Subtenant may collaterally assign, without further consent of Sublandlord, its interest in this Sublease to the contrary, the following Sections 26.2, 26.3 and 26.9 of the Lease shall not be applicable to any Exempt Transfersecure its senior credit facilities.

Assignment or Subletting. 26.1 29.1. Except as hereinafter expressly permitted, Tenant shall notnone of the following (each, a “Transfer”), either voluntarily or by operation of Applicable Laws, shall be directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), performed without Landlord’s prior written consent: (a) Tenant selling, hypothecating, assigning, pledging, encumbering or otherwise transferring this Lease or subletting the Premises, for which Landlord’s consent Landlord may shall not be unreasonably withholdwithheld, condition conditioned or delaydelayed or (b) a controlling interest in Tenant being sold, assigned or otherwise transferred (other than as a result of shares in Tenant being sold on a public stock exchange). For purposes of the preceding sentence, “control” means (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person or (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding the foregoing, Tenant shall have the right to Transfer Transfer, without Landlord’s prior written consent the consent, Tenant’s interest in this Lease or any portion thereof or the Premises or any part thereof to (i) any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, by or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”), (ii) any person or entity with which Tenant is merged or to which all or substantially all of Tenant’s assets or all or substantially all of the ownership interests in Tenant are sold, or (iii) any person or entity which is a successor-in-interest to Tenant by way of spin-off or consolidation; provided that Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person that will be the tenant under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than the net worth (as of the Execution Date or the date of the Exempt Transfer, whichever is the higher net worth value) of the transferring Tenant. For purposes of Exempt Transfersthe immediately preceding sentence, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the Project or the Neighboring Property located at 00 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx (“00 Xxxx Xxxxxx”) or 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx (“000 Xxxxxx Xxxxxx”) or that, to the knowledge of Tenant’s executive officers as may be informed by Tenant’s representatives or Landlord, is in discussion or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project, 00 Xxxx Xxxxxx or 000 Xxxxxx Xxxxxx. Notwithstanding anything in this Lease to the contrary, if (a) Tenant or any proposed transferee, assignee or sublessee of Tenant has been required by any prior landlord, Lender or Governmental Authority to take material remedial action in connection with Hazardous Materials contaminating a property if the following Sections 26.2, 26.3 and 26.9 contamination resulted from such party’s action or omission or use of the property in question or (b) Tenant or any proposed transferee, assignee or sublessee is subject to a material enforcement order issued by any Governmental Authority in connection with the use, disposal or storage of Hazardous Materials, then Landlord shall have the right to terminate this Lease in Landlord’s sole and absolute discretion (with respect to any such matter involving Tenant), and it shall not be applicable unreasonable for Landlord to withhold its consent to any Exempt Transferproposed transfer, assignment or subletting (with respect to any such matter involving a proposed transferee, assignee or sublessee).

Assignment or Subletting. 26.1 29.1 Except as hereinafter expressly permitted, Tenant shall notnone of the following (each, a “Transfer”), either voluntarily or by operation of Applicable Laws, shall be directly or indirectly sellperformed without Landlord’s prior written consent, hypothecatewhich shall not be unreasonably withheld, assignconditioned or delayed: (a) Tenant selling, pledgehypothecating, encumber assigning, pledging, encumbering or otherwise transfer transferring its interest in this LeaseLease or subletting all or a portion of the Premises, (b) a controlling interest in Tenant being sold, assigned or otherwise transferred (other than as a result of shares in Tenant being sold on a public stock exchange), or sublet (c) the Premises sale of all or substantially all of its assets. For purposes of the preceding sentence, “control” means (eachf) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person or (g) possessing, a “directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding the foregoing, Tenant shall have the right to Transfer”), without Landlord’s prior written consent, which consent Landlord may not unreasonably withhold, condition or delay. Tenant shall have the right to Transfer without LandlordTenant’s prior written consent the interest in this Lease or any portion thereof or the Premises or any part thereof to (i) any person or entity that as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, by or is under common control with Tenant, to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant, or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (“Tenant’s Affiliate”), (ii) any person or entity with which Tenant is merged or to which all or substantially all of Tenant’s assets or all or substantially all of the ownership interests in Tenant are sold, or (iii) any person or entity which is a successor-in-interest to Tenant by way of spin-off or consolidation; provided that Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person that will be the tenant under this Lease after the Exempt Transfer pursuant to (i), (ii) and (iii) above has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than the net worth (as of both the Execution Date and the date of the Exempt Transfer) of the transferring Tenant, provided, however, in the event Tenant is subleasing forty percent (40%) or less of the Premises to Tenant’s Affiliate, no such net worth test shall be required. For purposes of Exempt Transfersthe immediately preceding sentence, “control” requires both (am) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (bn) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything Provided Landlord has comparable space to the contraryPremises at the Project then available, the following Sections 26.2, 26.3 and 26.9 of the Lease Tenant shall not be applicable to any perform a Transfer (other than an Exempt Transfer) to or with an entity that is a tenant at the Project or that is then in active discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project.

Assignment or Subletting. 26.1 29.1 Except as hereinafter expressly permitted, Tenant shall notnone of the following (each, a “Transfer”), either voluntarily or by operation of Applicable Laws, shall be directly or indirectly sellperformed without Landlord’s prior written consent (which shall not be unreasonably withheld, hypothecateconditioned or delayed): (a) Tenant selling, assignhypothecating, pledgeassigning, encumber pledging, encumbering or otherwise transfer transferring its interest in this LeaseLease or subletting all or a portion of the Premises, (b) a controlling interest in Tenant being sold, assigned or sublet otherwise transferred (other than as a result of shares in Tenant being sold on a public stock exchange (including, without limitation, in connection with an initial public offering)) or (c) the Premises sale of all or substantially of Tenant’s assets. For purposes of the preceding sentence, “control” means (eachf) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person or (g) possessing, a “directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding the foregoing, Tenant shall have the right to Transfer”), without Landlord’s prior written consent, which consent Landlord may not unreasonably withhold, condition or delay. Tenant shall have the right to Transfer without LandlordXxxxxx’s prior written consent the interest in this Lease or any portion thereof or the Premises or any part thereof to any person that (m) acquires all or entity that substantially all of the assets of Tenant, (n) is a successor to Tenant by merger, consolidation or reorganization, or (o) as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, by or is under common control with TenantTenant (any person described in (m), to any entity resulting from the merger, consolidation, acquisition or restructuring of Tenant(n), or to the purchaser in connection with the sale of substantially all of the assets used in connection with the business operated by Tenant at the Building (o), a “Tenant’s Affiliate”), ; provided that Tenant shall notify Landlord in writing at least thirty (30) days prior to the effectiveness of such Transfer (subject to Landlord’s confidentiality obligations under Article 38) to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and provided, further, that the person that will be the tenant under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than the net worth (as of both the Execution Date and the date of the Exempt Transfer) of the transferring Tenant and is approved by Ground Lessor if such approval is required pursuant to the Ground Lease. For purposes of Exempt Transfersthe immediately preceding sentence, “control” requires both (am) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (bn) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Notwithstanding anything In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the contraryProject or that is in discussions or negotiations with Landlord, Ground Lessor, or an affiliate of Landlord or Ground Lessor to lease premises at the following Sections 26.2Project or a property owned by Landlord, 26.3 and 26.9 Ground Lessor or an affiliate of the Lease shall not be applicable to any Exempt TransferLandlord or Ground Lessor.