Common use of Consent of Master Landlord Clause in Contracts

Consent of Master Landlord. This Sublease is conditioned upon, and shall not take effect until, receipt of the written consent of the Master Landlord hereto (the “Consent”). Subtenant hereby agrees for the benefit of Sublandlord and Master Landlord (as an express intended third party beneficiary) that (a) other than as expressly and specifically agreed to in writing by Master Landlord (in the Consent or other written agreement), no act, consent, approval or omission of Master Landlord pursuant to this Sublease shall (i) constitute any form of recognition of Subtenant as the direct tenant of Master Landlord, (ii) create any form of contractual duty or obligation on the part of Master Landlord in favor of Subtenant or (iii) waive, affect or prejudice in any way Master Landlord’s right to treat this Sublease and Subtenant’s rights to the Premises as being terminated upon any termination of the Master Lease, (b) Master Landlord shall have the absolute right to evict Subtenant, and all parties holding under Subtenant, from the Premises upon any termination of the Master Lease, and (c) without limiting the generality of (a) and (b) above (or Sublandlord’s obligations to maintain the Master Lease pursuant to this Sublease), a voluntary or other surrender of the Master Lease or a termination of the Master Lease shall not result in a merger but shall, at the option of Master Landlord, operate either as an assignment to Master Landlord of this Sublease, or a termination of this Sublease. Notwithstanding the foregoing, Sublandlord agrees to request recognition and non-disturbance protection for Subtenant’s benefit from Master Landlord. Further, it is acknowledged that Subtenant may wish to obtain certain additional rights directly from Master Landlord with respect to Subtenant’s use and occupancy of the Premises. Any such agreement with Master Landlord that would bind Sublandlord or otherwise modify or affect Sublandlord’s rights under the Master Lease or this Sublease shall be subject to Sublandlord’s prior written consent. Notwithstanding anything to the contrary in this Sublease, Subtenant shall have the right to terminate this Sublease if the Consent is not executed and delivered by the date that is forty-five (45) days after the date of full execution and delivery of this Sublease. Sublandlord shall make commercially reasonable efforts to obtain the Consent from Master Landlord.

Consent of Master Landlord. This Sublease is conditioned upon, and shall not take effect until, receipt of the written consent of the Master Landlord hereto (the “Consent”). Subtenant hereby agrees for the benefit of Sublandlord and Master Landlord (as an express intended third party beneficiary) that (a) other than as expressly and specifically agreed to in writing by Master Landlord (in the Consent or other written agreement)Landlord, no act, consent, approval or omission of Master Landlord pursuant to this Sublease shall (i) constitute any form of recognition of Subtenant as the direct tenant of Master Landlord, (ii) create any form of contractual duty or obligation on the part of Master Landlord in favor of Subtenant or (iii) waive, affect or prejudice in any way Master Landlord’s right to treat this Sublease and Subtenant’s rights to the Premises as being terminated upon any termination of the Master Lease, and (b) Master Landlord shall have the absolute right to evict Subtenant, and all parties holding under Subtenant, from the Premises upon any termination of the Master Lease, and (c) without limiting the generality of (a) and (b) above (or Sublandlord’s obligations to maintain the Master Lease pursuant to this Sublease), a voluntary or other surrender of the Master Lease or a termination of the Master Lease shall not result in a merger but shall, at the option of Master Landlord, operate either as an assignment to Master Landlord of this Sublease, or a termination of this Sublease. Notwithstanding the foregoing, Sublandlord agrees to request recognition and non-disturbance protection for Subtenant’s benefit from Master Landlord. Further, it is acknowledged that Subtenant may wish to obtain certain additional rights directly from Master Landlord with respect to Subtenant’s use and occupancy of the Premises. Any such agreement with Master Landlord that would bind Sublandlord or otherwise modify or affect Sublandlord’s rights under the Master Lease or this Sublease shall be subject to Sublandlord’s prior written consent. Notwithstanding anything to the contrary in this Sublease, Subtenant shall have the right to terminate this Sublease if the Consent is not executed and delivered by the date that is forty-five (45) days after the date of full execution and delivery of this Sublease. Sublandlord shall make commercially reasonable efforts to obtain the Consent from Master Landlord.

Consent of Master Landlord. This Sublease is conditioned upon, and shall not take effect until, receipt of the written consent of the The undersigned Master Landlord hereto does hereby consent to the foregoing Sublease (the “ConsentSublease”) dated August 8, 2017 between DYNATRACE LLC, a Delaware limited liability company, as successor-in-interest to Keynote Systems, Inc., a Delaware corporation (“Sublandlord”). Subtenant hereby agrees for the benefit of Sublandlord , and Master Landlord MODEL N, INC., a Delaware corporation (as an express intended third party beneficiary) that (a) other than as expressly and specifically agreed to in writing by Master Landlord (in the Consent or other written agreement“Subtenant”), no act, consent, approval or omission of Master Landlord pursuant to this Sublease shall (i) constitute any form of recognition of Subtenant as the direct tenant of Master Landlord, (ii) create any form of contractual duty or obligation on the part of Master Landlord in favor of Subtenant or (iii) waive, affect or prejudice in any way Master Landlord’s right to treat this which Sublease and Subtenant’s rights the occupancy and use by Subtenant thereunder shall be subject to all the Premises as being terminated upon any termination terms and conditions of the Master Lease, as defined in, and in accordance with and to the extent set forth in, the Sublease, provided that (bi) Sublandlord shall pay all sums due under the Master Lease, including excess rent payable under the Sublease pursuant to Section 19(g) of the Master Lease; (ii) such consent shall not operate as a waiver of Master Landlord’s rights under the Master Lease in connection with any subsequent subleasing of said premises; and (iii) such consent shall not be construed as releasing or discharging Sublandlord from any obligation or liability of Sublandlord under the terms of the Master Lease. Master Landlord shall have hereby confirms that, as of the absolute right to evict Subtenantdate of Master Landlord’s execution hereof, and all parties holding under Subtenant, from Sublandlord is not in default or breach of any of the Premises upon any termination provisions of the Master Lease, and (c) without limiting the generality of (a) and (b) above (or Sublandlord’s obligations to maintain the Master Lease pursuant to this is in full force and effect and has not been amended or modified except as expressly set forth in the foregoing Sublease). Dated: , 2017 RV VI 777 MARINERS, LLC, a voluntary or other surrender of the Master Lease or Delaware limited liability company, successor-in-interest to CREF 777 LLC, a termination of the Master Lease shall not result in Delaware limited liability company By: RV VI 777 MARINERS INC., a merger but shall, at the option of Master Landlord, operate either as an assignment to Master Landlord of this Sublease, or a termination of this Sublease. Notwithstanding the foregoing, Sublandlord agrees to request recognition and non-disturbance protection for Subtenant’s benefit from Master Landlord. Further, it is acknowledged that Subtenant may wish to obtain certain additional rights directly from Master Landlord with respect to Subtenant’s use and occupancy of the Premises. Any such agreement with Master Landlord that would bind Sublandlord or otherwise modify or affect Sublandlord’s rights under the Master Lease or this Sublease shall be subject to Sublandlord’s prior written consent. Notwithstanding anything to the contrary in this Sublease, Subtenant shall have the right to terminate this Sublease if the Consent is not executed and delivered by the date that is forty-five (45) days after the date of full execution and delivery of this Sublease. Sublandlord shall make commercially reasonable efforts to obtain the Consent from Master Landlord.Delaware CORPORATION its Sole Member By: Name: Title: EXHIBIT A

Consent of Master Landlord. This Sublease is conditioned uponsubject to Master Landlord’s consent. Subtenant agrees to reasonably cooperate with Sublandlord in providing the Master Landlord any information requested by Master Landlord in order to allow Master Landlord to review and evaluate Subtenant and to issue its consent. Within five (5) days following the date of this Sublease, Sublandlord shall submit written notice to Master Landlord of a request for a sublease of the Sublease Premises, as set forth in Section 10(c) of the Master Lease, and shall use good faith, commercially reasonable efforts to obtain such consent (which such efforts shall not take effect until, receipt of the written consent of the Master Landlord hereto (the “Consent”). Subtenant hereby agrees require payment or other concessions from Sublandlord for the benefit of Sublandlord and Master Landlord (as an express intended third party beneficiary) that (a) except to the extent such payment or other than as concessions are expressly and specifically agreed to set forth in writing by the Master Lease). Master Landlord (consent shall be in a form reasonably acceptable to Subtenant and Sublandlord shall request that Landlord include the following concepts in the Consent or other written agreement), no act, consent, approval or omission of Master Landlord pursuant to this Sublease shall consent: (i) constitute any form a waiver of recognition of Subtenant as the direct tenant of Master Landlord, (ii) create any form of contractual duty or obligation on the part of subrogation from Master Landlord in favor of Subtenant Subtenant, (ii) a covenant from Master Landlord that Master Landlord will not alter the parking areas or (iiireduce the number of parking spaces at the Project during the Sublease Term below 255 parking spaces, as set forth in Section 34(a) waive, affect or prejudice in any way Master Landlord’s right to treat this Sublease and Subtenant’s rights to the Premises as being terminated upon any termination of the Master Lease, (biii) Master Landlord shall have a transfer of the absolute right Canopy Signage and Base Cap Signage rights to evict Subtenant, and all parties holding under Subtenant, from the Premises upon any termination Section 38 of the Master Lease, and during the Sublease Term, (civ) without limiting the generality removal of (athe restrictions on the change of control set forth in Section 10(b) and (b) above (or Sublandlord’s obligations to maintain the Master Lease pursuant to this Sublease), a voluntary or other surrender of the Master Lease or a termination of Lease, as it relates to Subtenant, and (v) an acknowledgement by Master Landlord that, to the Master Lease shall not result in a merger but shall, extent Subtenant enters into an agreement with another tenant at the option Building to use certain parking spaces of Master Landlordsuch other tenant at the Project, operate either as an assignment to Master Landlord of this Sublease, or a termination of this Sublease. Notwithstanding the foregoing, Sublandlord agrees to request recognition and non-disturbance protection for Subtenant’s benefit from Master Landlord. Further, it is acknowledged that Subtenant may wish to obtain certain additional rights directly from Master Landlord with respect to Subtenant’s use and occupancy of the Premises. Any such agreement with Master Landlord that would bind Sublandlord or otherwise modify or affect Sublandlord’s rights under the Master Lease or this Sublease shall be subject to Sublandlord’s prior written consent. Notwithstanding anything to the contrary in this Sublease, then Subtenant shall have the right to terminate this Sublease use such additional parking spaces in accordance with the terms of the Master Lease applicable to the existing parking spaces allocated to Sublandlord under the Master Lease. Notwithstanding the foregoing, Subtenant shall have no right to object to the form of Master Landlord consent if it fails to include the Consent is not executed and delivered by requested provisions in the date that is forty-five (45) days after the date of full execution and delivery of this Sublease. Sublandlord shall make commercially reasonable efforts to obtain the Consent from Master Landlordpreceding sentence.

Consent of Master Landlord. This Sublease is conditioned upon, and shall not take effect until, receipt of the written consent of the Master Landlord hereto (the “Consent”). Sub-Subtenant hereby agrees for the benefit of Sub-Sublandlord and Master Landlord (as an express intended third party beneficiary) that (a) other than as expressly and specifically agreed to in writing by Master Landlord (in the Master Landlord Consent or other written agreement), no act, consent, approval or omission of Master Landlord pursuant to this Sub-Sublease shall (i) constitute any form of recognition of Sub-Subtenant as the direct tenant of Master Landlord, (ii) create any form of contractual duty or obligation on the part of Master Landlord in favor of Sub-Subtenant or (iii) waive, affect or prejudice in any way Master Landlord’s right to treat this Sub-Sublease and Sub-Subtenant’s rights to the Premises as being terminated upon any termination of the Master Lease, (b) Master Landlord shall have the absolute right to evict Sub-Subtenant, and all parties holding under Sub-Subtenant, from the Premises upon any termination of the Master Lease, and (c) without limiting the generality of (a) and (b) above (or Sub-Sublandlord’s obligations to maintain the -37- 300 XXXXXX XXXXX XXXXXXXXX. SUB-SUBLEASE – ASSEMBLY BIOSCIENCES Master Lease pursuant to this Sub-Sublease), a voluntary or other surrender of the Master Lease or a termination of the Master Lease shall not result in a merger but shall, at the option of Master Landlord, operate either as an assignment to Master Landlord of this Sub-Sublease, or a termination of this Sub-Sublease. Notwithstanding the foregoing, Sub-Sublandlord agrees to request recognition and non-disturbance protection for Sub-Subtenant’s benefit from Master Landlord. Further, it is acknowledged that Sub-Subtenant may wish to obtain certain additional rights directly from Master Landlord with respect to Sub-Subtenant’s use and occupancy of the Premises. Any such agreement with Master Landlord that would bind Sub-Sublandlord or otherwise modify or affect Sub-Sublandlord’s rights under the Master Lease Lease, the Sublease or this Sub-Sublease shall be subject to Sub-Sublandlord’s prior written consent. Notwithstanding anything to the contrary in this Sub-Sublease, Sub-Subtenant shall have the right to terminate this Sub-Sublease if the Master Landlord Consent is not executed and delivered by the date that is forty-five ninety (4590) days after the date of full execution and delivery of this Sub-Sublease. Sub-Sublandlord shall make commercially reasonable efforts to obtain the Master Landlord Consent from Master Landlord.