Common use of Permitted Transfers Clause in Contracts

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3Investor Rights Agreement, during the Lock-Up Period, the Holders may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (a) any of such Person’s Permitted Transferees, upon written notice to PubCo, or (b) (i) in no event may Tenant assignthe case of an individual, mortgageby virtue of laws of descent and distribution upon death of the individual; (ii) in the case of an individual, transfer, pledge pursuant to a qualified domestic relations order; or sublease this Lease (iii) pursuant to any entity whatsoever ifliquidation, merger, stock exchange or other similar transaction which results in all of PubCo’s shareholders having the right to exchange their Common Shares for cash, securities or other property subsequent to the Closing; provided, that in connection with any Transfer of such Lock-Up Shares pursuant to clause (a) or (b) above, (x) the restrictions and obligations contained in Section 4.1 and this Section 4.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares and such Transferee shall agree to be bound by such restrictions and obligations in writing and acknowledged by PubCo, and (y) the Transferee of such Lock-Up Shares shall have no rights under this Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this Investor Rights Agreement. Any Transferee of Lock-Up Shares pursuant to this Section 4.2 shall be required, at the time of and as a condition to such assignmentTransfer, mortgageto become a party to this Investor Rights Agreement by executing and delivering a joinder in the form attached to this Investor Rights Agreement as Exhibit A, transfer, pledge or subleasewhereupon such Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Investor Rights Agreement. Notwithstanding the foregoing provisions of this Section 4.2, a Default Holder may not make a Transfer to a Permitted Transferee if such Transfer has occurred as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Transfers in this Investor Rights Agreement (it being understood that the purpose of this provision includes prohibiting the Transfer to a Permitted Transferee (A) that has been formed to facilitate a material change with respect to who or which entities Beneficially Own the underlying Lock-Up Shares, or (B) followed by a change in the relationship between the Holder and remains continuing the Permitted Transferee (or a change of control of such Holder or Permitted Transferee) after the Transfer with the result and effect that the Holder has indirectly made a Transfer of Lock-Up Shares by using a Permitted Transferee, which Transfer would not have been directly permitted under this LeaseArticle IV had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. The provisions of Section 8.1 shall not apply If Tenant desires to (a) a assign, sublease, hypothecate or otherwise transfer or an assignment of this Lease in connection with or sublet the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basisPremises, to an unrelated third party, and is for a bona fide then at least 15 business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the soledays, but reasonable determination of Landlord not more than 45 business days, before the date Tenant desires the assignment or sublease to be effective (and its lender, if applicablethe “Assignment Date”), capable of satisfying all of Tenant’s obligations hereunder; Tenant shall give Landlord a notice (bthe “Assignment Notice”) an assignment of this Lease to a successor to Tenant by mergercontaining such information about the proposed assignee or sublessee, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting including the proposed use of the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in or released or disposed of from the Premises, the Assignment Date, any part thereof. In relationship between Tenant and the case of an assignment proposed assignee or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3sublessee, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true all material terms and complete copy conditions of the fully-executed documentation pursuant to which the proposed assignment or sublease, including a copy of any proposed assignment or sublease in its final form, and such other information as applicableLandlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord may, has been effectuated by giving written notice to Tenant within ten (10) 15 business days after receipt of the Assignment Notice: (i) grant such consent, (ii) refuse such consent, in its sole and absolute discretion, if the proposed assignment, hypothecation or other transfer or subletting concerns more than (together with all other then effective subleases) 50% of the Premises, (iii) refuse such consent, in its reasonable discretion, if the proposed subletting concerns (together with all other then effective subleases) 50% or less of the Premises (provided that Landlord shall further have the right to review and approve or disapprove the proposed form of sublease prior to the effective date of any such assignment subletting), or sublease(iv) terminate this Lease with respect to the space described in the Assignment Notice as of the Assignment Date (an “Assignment Termination”). Any permitted transferee under (a) If Landlord delivers notice of this Section 8.3 its election to exercise an Assignment Termination, Tenant shall execute and deliver have the right to withdraw such Assignment Notice by written notice to Landlord any of such election within 5 business days after Landlord’s notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and all documentation reasonably required by Landlord in order to evidence assignee’s assumption effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) Assignment Date with (a)(II) above. Notwithstanding anything respect to the contrary contained space described in such Assignment Notice. No failure of Landlord to exercise any such option to terminate this Section 8.3Lease, or to deliver a timely notice in no event may Tenant assignresponse to the Assignment Notice, mortgage, transfer, pledge or sublease this Lease shall be deemed to any entity whatsoever if, at be Landlord’s consent to the time of such proposed assignment, mortgage, sublease or other transfer, pledge . Tenant shall pay to Landlord a fee equal to One Thousand Five Hundred Dollars ($1,500) in connection with its consideration of any Assignment Notice and/or its preparation or sublease, a Default has occurred and remains continuing under this Leasereview of any consent documents.

Permitted Transfers. The provisions of Section 8.1 shall not apply If Tenant desires to (a) a assign, sublease, hypothecate or otherwise transfer or an assignment of this Lease in connection with or sublet the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basisPremises, to an unrelated third party, and is for a bona fide then at least 15 business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the soledays, but reasonable determination of Landlord not more than 45 business days, before the date Tenant desires the assignment or sublease to be effective (and its lender, if applicablethe “Assignment Date”), capable of satisfying all of Tenant’s obligations hereunder; Tenant shall give Landlord a notice (bthe “Assignment Notice”) an assignment of this Lease to a successor to Tenant by mergercontaining such information about the proposed assignee or sublessee, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting including the proposed use of the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in or released or disposed of from the Premises, the Assignment Date, any part thereof. In relationship between Tenant and the case of an assignment proposed assignee or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3sublessee, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true all material terms and complete copy conditions of the fully-executed documentation pursuant to which the proposed assignment or sublease, including a copy of any proposed assignment or sublease in its final form, and such other information as applicableLandlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord may, has been effectuated by giving written notice to Tenant within ten (10) 15 business days after receipt of the Assignment Notice: (i) grant such consent, (ii) refuse such consent, in its reasonable discretion, subject to the terms and conditions of this Section 22 (provided that Landlord shall further have the right to review and approve or disapprove the proposed form of sublease prior to the effective date of any such assignment subletting), or sublease(iii) if the proposed transaction is a sublease that is not a Permitted Assignment or Qualified Assignment (each as defined below) and the subletting concerns (together with all other then effective subleases) 50% or more of the Premises, terminate this Lease with respect to the space described in the Assignment Notice as of the Assignment Date (an “Assignment Termination”). Any permitted transferee under (a) If Landlord delivers notice of this Section 8.3 its election to exercise an Assignment Termination, Tenant shall execute and deliver have the right to withdraw such Assignment Notice by written notice to Landlord any of such election within 5 business days after Landlord’s notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and all documentation reasonably required by Landlord in order to evidence assignee’s assumption effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) Assignment Date with (a)(II) above. Notwithstanding anything respect to the contrary contained space described in such Assignment Notice. No failure of Landlord to exercise any such option to terminate this Section 8.3Lease, or to deliver a timely notice in no event may Tenant assignresponse to the Assignment Notice, mortgage, transfer, pledge or sublease this Lease shall be deemed to any entity whatsoever if, at be Landlord’s consent to the time of such proposed assignment, mortgage, sublease or other transfer, pledge . Tenant shall pay to Landlord a fee equal to Three Thousand Five Hundred Dollars ($3,500) in connection with its consideration of any Assignment Notice and/or its preparation or sublease, a Default has occurred and remains continuing under this Leasereview of any consent documents.

Permitted Transfers. The provisions Tenant may assign its entire interest under this Lease or sublease all or a portion of Section 8.1 shall not apply to the Premises without the consent of Landlord to: (i) an affiliate, subsidiary or parent of Tenant; (ii) any entity into which that Tenant or an affiliated party may merge or consolidate; (iii) any entity that acquires all or substantially all of the assets of Tenant; each a “Permitted Transfer” and such transferee a “Permitted Transferee”, provided that (a) a transfer or an assignment Tenant notifies Landlord at least twenty (20) days prior to the effective date of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) any such sale of assets occurs on an arms’-length basisPermitted Transfer, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of not in default and such assignment or sublease and is not a true and complete copy subterfuge by Tenant to avoid its obligations under this Lease, (c) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of the fully-executed documentation pursuant to which original Tenant on the assignment or sublease, as applicable, has been effectuated within ten (10) business days after day immediately preceding the effective date of such assignment or subleasesublease and reasonably sufficient to comply with the obligations under this Lease, (d) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and (e) the liability of such Permitted Transferee under either an assignment or sublease shall be joint and several with Tenant and each Guarantor. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver Tenant’s notice to Landlord any shall include information and all documentation reasonably required by Landlord in order to evidence assignee’s assumption showing that each of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) aboveabove conditions has been satisfied. Notwithstanding anything to the contrary contained As used in this Section 8.316.8, in no event may (w) “parent” shall mean a company which owns a majority of Tenant’s voting equity; (x) “subsidiary” shall mean an entity wholly owned by Tenant assignor at least fifty-one percent (51%) of whose voting equity is owned by Tenant; (y) “affiliate” shall mean an entity controlled by, mortgagecontrolling or under common control with Tenant; and (z) “control” shall mean the possession, transferdirect or indirect, pledge of the power to direct or sublease this Lease to any entity whatsoever if, at cause the time direction of such assignment, mortgage, transfer, pledge the management and policies of a person or sublease, a Default has occurred and remains continuing under this Leaseentity.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3Agreement, in no event during the Lock-Up Period, each Lock-Up Party may Tenant assignTransfer, mortgagewithout the consent of GigCapital5, transfer, pledge or sublease this Lease any of such Lock-Up Party’s Lock-Up Securities (a) to any entity whatsoever if, at the time of such assignmentLock-Up Party’s Permitted Transferees, mortgageupon written notice to GigCapital5 or (b) pursuant to any liquidation, transfermerger, pledge stock exchange or subleaseother similar transaction which results in all of GigCapital5’s stockholders having the right to exchange their GigCapital5 Securities for cash, securities or other property subsequent to the Merger; provided, that in connection with any Transfer of such Lock-Up Securities, the restrictions and obligations contained in Section 2.1 and this Section 2.2 will continue to apply to such Lock-Up Securities after any Transfer of such Lock-Up Securities and such transferee shall execute a lock-up agreement substantially in the form of this Agreement for the balance of the Lock-Up Period. Notwithstanding the foregoing provisions of this Section 2.2, a Default Lock-Up Party may (i) not make a Transfer to a Permitted Transferee if such Transfer has occurred as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Transfers in this Agreement (it being understood that the purpose of this provision includes prohibiting the Transfer to a Permitted Transferee (A) that has been formed to facilitate a material change with respect to who or which entities Beneficially Own the Lock-Up Securities, or (B) followed by a change in the relationship between the Lock-Up Party and remains continuing the Permitted Transferee (or a change of control of such Lock-Up Party or Permitted Transferee) after the Transfer with the result and effect that the Lock-Up Party has indirectly made a Transfer of Lock-Up Securities by using a Permitted Transferee, which Transfer would not have been directly permitted under this LeaseSection 2 had such change in such relationship occurred prior to such Transfer), or (ii) enter into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act after the date of this Agreement relating to the sale of the undersigned’s Lock-Up Securities, provided that (A) the securities subject to such plan may not be sold until after the expiration of the Lock-Up Period and (B) the Company shall not be required to effect, and the undersigned shall not effect or cause to be effected, any public filing, report or other public announcement regarding the establishment of the trading plan.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to (i) make a transfer or Transfer to an Affiliate, and (ii) to assign all of its right, title and interest in and to the Premises pursuant to this Lease to a Successor, provided that, in the event of an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer TenantXxxxxx’s interest in this Lease; Lease (except as the result of a merger), such Affiliate or Successor, as the case may be, and (II) Tenant execute and deliver to Landlord a commercially reasonable assignment and assumption agreement whereby such Affiliate or Successor, as the case may be, shall agree to be independently bound by and upon the consummation all of the transfer covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby such Affiliate or Successor, as the case may be, shall expressly agree that the provisions of this Section 13 shall, notwithstanding such assignment, continue to be binding upon it with respect to all future Transfers. Tenant shall deliver such assignment and assumption agreement to Landlord prior to the transferee effective date of such assignment unless Tenant is contractually or assignee islegally prohibited from doing so, in which event such agreement shall be delivered to Landlord within ten (10) days after the soleeffective date thereof. For the purposes hereof, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an “Affiliate” shall be defined as any entity that controls, which is controlled by, or is under common control with, or which controls Tenant; . For the purposes hereof, a “Successor” shall be defined as any entity into or (c) a subletting with which Tenant is merged or with which Tenant is consolidated or which acquires all or substantially all of the Premises Tenant’s stock or assets, or any part thereof. In other corporate reorganization of Tenant, provided that the case of an assignment or sublease that is expressly permitted pursuant surviving entity shall have a net worth and other financial indicators at least equal to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required Tenant’s immediately prior to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseevent.

Permitted Transfers. The provisions of Section 8.1 “Permitted Transfers” shall not apply to mean any (i) (a) transfer of Purchaser or its Affiliates to one or more Affiliates or other members of the Silver Lake Group or (b) a transfer of the Notes or an assignment any shares of Company Common Stock issuable or issued upon conversion of any of the Notes to one or more Affiliates or other members of the Silver Lake Group that executes and delivers to the Company a Joinder becoming a Purchaser party to this Lease Agreement and a duly completed and executed IRS Form W-9 or applicable IRS Form W-8 (or any successor form), (ii) transfer to the Company or any of its Subsidiaries, (iii) transfer to a Third Party for cash solely to the extent that all of the net proceeds of such sale are solely used to satisfy a bona fide margin call (i.e., posted as collateral) pursuant to a Permitted Loan, or repay a Permitted Loan to the extent necessary to satisfy a bona fide margin call on such Permitted Loan or avoid a bona fide margin call on such Permitted Loan, (iv) transfer to a Third Party in connection with entry into a Permitted Debt Financing Transaction, (v) transfer with the sale prior written consent of substantially the Company or (vi) tender of any Company Common Stock into a Third Party Tender/Exchange Offer, as defined below, (and any related conversion of Notes to the extent required to effect such tender or exchange) and any transfer effected pursuant to any merger, consolidation or similar transaction consummated by the Company (for the avoidance of doubt, if such Third Party Tender/Exchange Offer does not close for any reason, the restrictions on transfer contained herein shall continue to apply to any Company Common Stock received pursuant to the conversion of any Notes that had previously been converted to participate in any such tender or exchange offer). “Third Party Tender/Exchange Offer” shall mean any tender or exchange offer made to all of the original Tenant’s assets if: holders of Company Common Stock by a Third Party for a number of outstanding shares of Voting Stock that, if consummated, would result in a Change in Control solely to the extent that (x) the Board of Directors has recommended such tender or exchange offer in a Schedule 14D-9 under the Exchange Act or (y) such tender or exchange offer is either (I) such sale a tender or exchange offer for less than all of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and the outstanding shares of Company Common Stock or (II) upon part of a two-step transaction and the consummation consideration to be received in the second step of such transaction is not identical in the amount or form of consideration (or the election of the transfer or assignmenttype of consideration available to holders of Company Common Stock is not identical in the second-step of such transaction) as the first step of such transaction. Any purported Prohibited Transfer in violation of this Section 4.02 shall be null and void ab initio. Notwithstanding the foregoing, the transferee Purchaser (or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting Affiliate of the Premises or any part thereof. In the case of an assignment or sublease that is expressly Purchaser) shall be permitted pursuant to (a1) mortgage, hypothecate, and/or pledge the Notes and/or the shares of Company Common Stock issuable or issued upon conversion of the Notes in respect of one or more bona fide purpose (margin) or bona fide non-purpose loans (each, a “Permitted Loan”) or (c2) enter into any total return swap, asset swap or repurchase transaction with one or more banks or broker-dealers engaged in the business of this Section 8.3financing debt securities and similar instruments, Tenant shall nevertheless which may or may not be required to provide Landlord with notice secured by a pledge, hypothecation or other grant of such assignment or sublease and a true and complete copy security interest in the Notes and/or the shares of the fully-executed documentation Company Common Stock and/or related assets and/or cash, cash equivalents and/or letters of credit, including, without limitation, any transaction pursuant to which the assignment Purchaser or subleasesuch controlled Affiliate thereof, as applicable, has been effectuated within ten transfers Notes and/or shares of Company Common Stock held by it to such bank or broker-dealer, provided that, in the case of any transaction described in this clause (102), such transaction is entered into solely for the purpose of providing liquidity and leverage and the Purchaser or such controlled Affiliate retains 100% of the economic exposure to the underlying Notes and/or shares of Company Common Stock, as the case may be, following any such transfer (each, a “Permitted Debt Financing Transaction”). Except with the Company’s prior written consent, any Permitted Loan or Permitted Debt Financing Transaction entered into by the Purchaser or its controlled Affiliates shall be with one or more financial institutions (or, in the case of a Permitted Debt Financing Transaction, with one or more banks or broker-dealers) business days after and nothing contained in this Agreement shall prohibit or otherwise restrict the effective date ability of such assignment (x) any lender (or sublease. Any permitted transferee under its securities Affiliate) or collateral agent to foreclose upon and sell, dispose of or otherwise transfer the Notes and/or shares of Company Common Stock (aincluding shares of Company Common Stock issued upon conversion of the Notes following foreclosure on a Permitted Loan) of this Section 8.3 shall execute and deliver mortgaged, hypothecated and/or pledged to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all secure the obligations of Tenant hereunder and the borrower following an event of default under a Permitted Loan or (y) any permitted counterparty to evidence a Permitted Debt Financing Transaction to sell, dispose of or otherwise transfer the assignee’s compliance Notes and/or shares of Company Common Stock (including shares of Company Common Stock issued upon conversion of the Notes) purchased from Purchaser (or ability its controlled Affiliate) or held as a hedge in connection with an event of default by Purchaser or its controlled Affiliate under such Permitted Debt Financing Transaction. For the avoidance of doubt, the events of default with respect to comply) with (a)(II) abovea Permitted Debt Financing Transaction shall be credit events of the Purchaser and/or its controlled Affiliate, as obligors under such financing transaction, and other events of default customary in margin lending and liquidity or debt leverage facilities. Notwithstanding the foregoing or anything to the contrary contained in this Section 8.3herein, in the event that any lender or other creditor under a Permitted Loan transaction (including any agent or trustee on their behalf) or the permitted counterparty in any Permitted Debt Financing Transaction or any Affiliate of the foregoing exercises any rights or remedies in respect of the Notes or the shares of Company Common Stock issuable or issued upon conversion of the Notes or any other collateral for any Permitted Loan or Permitted Debt Financing Transaction, as applicable, no event may Tenant assignlender, mortgagecreditor, transferagent or trustee on their behalf or Affiliate of any of the foregoing (other than, pledge for the avoidance of doubt, the Purchaser or sublease this Lease any of its Affiliates) shall be entitled to any entity whatsoever ifrights or have any obligations or be subject to any transfer restrictions or limitations hereunder (including, at without limitation, the time of such assignment, mortgage, transfer, pledge rights or sublease, a Default has occurred benefits provided for in Section 4.06 and remains continuing under this Lease.Section 4.07) except and to the extent for those expressly provided for in Article V.

Permitted Transfers. The provisions Subject to Sections 2.04, 3.01 and 3.02, any Stockholder may at any time Transfer any or all of its Securities without the consent of the Board or any other Stockholder or group of Stockholders so long as prior to the consummation thereof, the proposed Transferee delivers to the Company, in form and substance reasonably acceptable to the Company, (i) if the proposed Transferee is not already party to this Agreement, an agreement to be bound by the terms of this Agreement in the form of Exhibit D hereto, (ii) if the proposed Transferee is not a Competitor or Competitor Affiliate, a written representation from the proposed Transferee to that effect, (iii) if the proposed Transferee is a Competitor or Competitor Affiliate, a written representation that the proposed Transfer does not violate Section 8.1 shall not apply 2.04, together with such documentation as may be reasonably requested by the Company to verify the accuracy of such certification; (aiv) if no Tag-Along Notice (as defined below) has been delivered in accordance with Section 3.01 with respect to such proposed Transfer, (A) a transfer written certification by the proposed Transferor confirming that the proposed Transfer would not constitute a Tag-Along Sale (as defined below) and (B) a written certification by the proposed Transferee confirming that no right of acceleration or an assignment of this Lease default under the First Lien Credit Agreement, the Working Capital Credit Agreement or any other material contract identified as such by the Company would be caused by such Transfer; (v) a written representation by the proposed Transferor that the Transfer to such Transferee is in connection compliance with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, Securities Act and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Leaseany other applicable securities or “blue sky” laws; and (IIvi) upon if requested by the consummation Company in its reasonable judgment, an opinion of counsel, in form and substance reasonably acceptable to the transfer Company, for such Transferor shall be supplied to the Company at such Transferor’s expense to the effect that such Transfer is being made pursuant to an exemption from the registration requirements under the Securities Act and in compliance with any other applicable securities or assignment“blue sky” laws. Upon becoming a party to this Agreement, the transferee or assignee ispermitted Transferee of a Stockholder shall be substituted for, in and shall enjoy the solesame rights and be subject to the same obligations as, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease the Transferor hereunder with respect to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted Securities Transferred pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) aboveTransfer. Notwithstanding anything to the contrary contained in this Section 8.3herein, no Transfer of Securities shall be recognized or permitted if, in no event may Tenant assignthe reasonable discretion of the Company, mortgage, transfer, pledge such Transfer would (i) cause the Securities to be held by 450 or sublease this Lease more Persons as such determination would be made pursuant to any entity whatsoever if, at Section 12(g) of the time Exchange Act or (ii) otherwise cause the Company to be subject to the registration requirements or periodic reporting requirements of such assignment, mortgage, transfer, pledge Section 12 or sublease, a Default has occurred and remains continuing under this LeaseSection 15 of the Exchange Act.

Permitted Transfers. The provisions Notwithstanding Sections 2.1 or 2.2, prior to such time, if it occurs, as MatlinPatterson Global Opportunities Partners L.P., MatlinPatterson Global Opportunities Partners (Bermuda) L.P. and MatlinPatterson Global Opportunities Partners B.L.P. (collectively "MP") shall enter into this Agreement as Stockholders and as a holder of Section 8.1 beneficial interests in the HMP Trust and through the Voting Covenant Expiration Date, the Stockholders and the Voting Agent may transfer any Subject Securities if (i) the proposed transferee thereof enters into this Agreement as a Stockholder (which shall not apply be a valid and binding obligation of and enforceable against such transferee) as if an original signatory hereto agreeing to be bound by the joint covenant and grant of proxy herein with respect to the Subject Securities so Transferred (a) a transfer or an assignment for the avoidance of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignmentdoubt, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicablewill not be required to comply with this Agreement with respect to any Company Common Stock other than such Subject Securities), capable of satisfying all of Tenant’s obligations hereunder; (bii) the proposed Transfer shall not result in or constitute (A) an assignment of this Lease to a successor to Tenant Huntsman Corporation's rights and obligations under Section 12.4 of the Purchase and Sales Agreement, dated March 23, 1994, by mergerand among Texaco, consolidationInc., reorganization or similar corporate restructuring or to an entity that controlsTexaco Limited, is controlled byTexaco Overseas Holdings Inc., or is under common control with, Tenant; Texaco Chemical Company and Huntsman Corporation or (cB) a subletting an assignment of Huntsman Specialty Chemical Corporation's rights and obligations under Section 10.4(b) of the Premises or any part thereof. In the case of an assignment or sublease Purchase and Sale Agreement, dated March 21, 1997, by and among Texaco Inc., Texaco Chemical Inc. and Huntsman Specialty Chemicals Corporation, and (iii) each such Transfer shall be effected in a manner that is expressly permitted pursuant to (a) or (c) of this complies with Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy 202 of the fully-executed documentation General Corporation Law of the State of Delaware (the "DGCL"). From and after such time as MP executes a voting agreement pursuant to which MP, among other things, agrees to vote shares of stock of the assignment Company beneficially owned by it and its Affiliates in favor of the Merger and the transactions contemplated by the Merger Agreement and until the Voting Covenant Expiration Date, (x) the Stockholders may transfer Subject Securities without limitation or subleaserestriction on the transferee (each such transferee is referred to as an "Unrestricted Transferee" and the securities so Transferred are referred to as "Unrestricted Shares") provided that after each such Transfer, the Stockholders and the HMP Trust collectively beneficially own at least the majority of the total issued and outstanding shares of Company Common Stock on a fully diluted basis (as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, determined at the time of such assignmentTransfer) entitled to vote at the meeting of the stockholders of the Company in respect of the Merger, mortgagethe Merger Agreement and the transactions contemplated thereby (provided that, transferfor purposes of this clause (x), pledge any shares of stock of the Company that are currently beneficially owned by the HMP Trust are the subject of a demand registration notice served on the Company by a stockholder of the Company or subleaseare otherwise registered by the Company shall no longer be deemed to be beneficially owned by the HMP Trust on the earlier of (1) the date on which any such demand or similar notice is served upon the Company (until such time, if any, as such demand is withdrawn) and (2) the date on which any such registration statement becomes effective), and (y) the Stockholders (and any transferee of Subject Securities that is not an Unrestricted Transferee) may Transfer shares of Company Common Stock beneficially owned by the Stockholders (or such transferee) that are subject to the terms of this Agreement on the date hereof; provided, however, that (i) after giving effect to each such proposed Transfer, the number of Subject Securities which remain subject to the terms of this Agreement (including Transferred securities as to which the transferee has complied with (ii) below) shall represent not less than a Default has occurred majority of the total issued and remains continuing outstanding shares of Company Common Stock on a fully diluted basis (as determined at the time of such Transfer) entitled to vote at the meeting of the stockholders of the Company in respect of the Merger, the Merger Agreement and the transactions contemplated thereby, (ii) the proposed transferee thereof enters into this Agreement as a Stockholder (which shall be a valid and binding obligation of and enforceable against such transferee) as if an original signatory hereto agreeing to be bound by the voting covenant and grant of proxy herein with respect to such Transferred Company Common Stock (for the avoidance of doubt, the transferee will not be required to comply with this Agreement with respect to any Company Common Stock other than such Transferred Company Common Stock), (iii) the proposed Transfer shall not result in or constitute (A) an assignment of Huntsman Corporation's rights and obligations under Section 12.4 of the Purchase and Sale Agreement, dated March 23, 1994, by and among Texaco, Inc., Texaco Limited, Texaco Overseas Holdings Inc., Texaco Chemical Company and Huntsman Corporation or (B) an assignment of Huntsman Specialty Chemical Corporation's rights and obligations under Section 10.4(b) of the Purchase and Sale Agreement, dated March 21, 1997, by and among Texaco Inc., Texaco Chemical Inc. and Huntsman Specialty Chemicals Corporation and (iv) each such Transfer shall be effected in a manner that complies with Section 202 of the DGCL. Any proposed Transfer made in violation of the terms and conditions of this LeaseVoting Agreement shall be null and void and shall be of no force or effect.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3Investor Rights Agreement, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease during the Lock-Up Period applicable to any entity whatsoever ifLock-Up Shares of a Holder, such Holder may Transfer, without the consent of PubCo, any of such Lock-Up Shares to (a) any of such Holder’s Permitted Transferees, upon written notice to PubCo or (b)(i) a charitable organization, upon written notice to PubCo, (ii) in the case of an individual, by virtue of Laws of descent and distribution upon death of the individual, (iii) in the case of an individual, pursuant to a qualified domestic relations order or (iv) pursuant to any liquidation, merger, stock exchange or other similar transaction which results in all of PubCo’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided that in connection with any Transfer of such Lock-Up Shares pursuant to clause (b)(ii) or clause (b)(iii), (A) the restrictions and obligations contained in Section 3.1 and this Section 3.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares and (B) the Transferee of such Lock-Up Shares shall have no rights under this Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this Investor Rights Agreement. Any Transferee of Lock-Up Shares that is a Permitted Transferee of the Transferor shall be required, at the time of and as a condition to such assignmentTransfer, mortgageto become a party to this Investor Rights Agreement, transferby executing and delivering a joinder, pledge or subleasesubstantially in the form attached to this Investor Rights Agreement as Exhibit A, whereupon such Transferee will be treated as a Default has occurred Party (with the same rights and remains continuing under obligations as the Transferor) for all purposes of this LeaseInvestor Rights Agreement. Notwithstanding anything to the contrary, and for the avoidance of doubt, the Sponsor shall be permitted to forfeit any portion of its Lock-Up Shares pursuant to the Sponsor Letter.

Permitted Transfers. The provisions If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease or sublet the Premises, other than pursuant to a Permitted Assignment (as defined below), then at least 15 business days, but not more than 45 business days, before the date Tenant desires the assignment or sublease to be effective (the “Assignment Date”), Tenant shall give Landlord a notice (the “Assignment Notice”) containing such information about the proposed assignee or sublessee, including the proposed use of Section 8.1 shall not apply the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in or released or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy of any proposed assignment or sublease in its final form, and such other information as Landlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord may, by giving written notice to Tenant within 15 business days after receipt of the Assignment Notice: (ai) a grant such consent, (ii) refuse such consent, in its sole and absolute discretion, if the proposed assignment, hypothecation or other transfer or an assignment subletting concerns more than (together with all other then effective subleases) 50% of the Premises, (iii) refuse such consent, in its reasonable discretion, if the proposed subletting concerns (together with all other then effective subleases) 50% or less of the Premises (provided that Landlord shall further have the right to review and approve or disapprove the proposed form of sublease prior to the effective date of any such subletting), or (iv) terminate this Lease with respect to the space described in the Assignment Notice as of the Assignment Date (an “Assignment Termination”). If Landlord delivers notice of its election to exercise an Assignment Termination, Tenant shall have the right to withdraw such Assignment Notice by written notice to Landlord of such election within 5 business days after Landlord’s notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of the Assignment Date with respect to the space described in such Assignment Notice. No failure of Landlord to exercise any such option to terminate this Lease, or to deliver a timely notice in response to the Assignment Notice, shall be deemed to be Landlord’s consent to the proposed assignment, sublease or other transfer. Tenant shall pay to Landlord a fee equal to One Thousand Five Hundred Dollars ($1,500) in connection with its consideration of any Assignment Notice and/or its preparation or review of any consent documents. Notwithstanding the sale foregoing, Tenant shall have the right to assign this Lease, upon 30 days prior written notice to Landlord but without obtaining Landlord’s prior written consent, to a corporation or other entity which is a successor-in-interest to Tenant, by way of merger, consolidation or corporate reorganization, or by the purchase of all or substantially all of the original Tenant’s assets if: or the ownership interests of Tenant provided that (Ii) such sale of assets occurs on an arms’-length basismerger or consolidation, to an unrelated third partyor such acquisition or assumption, and as the case may be, is for a bona fide good business purpose and not primarily to transfer Tenant’s interest in this principally for the purpose of transferring the Lease; , and (IIii) upon the consummation net worth (as determined in accordance with generally accepted accounting principles (“GAAP”)) of the transfer assignee is not less than the greater of the net worth (as determined in accordance with GAAP) of Tenant as of (A) the Commencement Date, or assignment, (B) as of the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all date of Tenant’s obligations hereunder; most current quarterly or annual financial statements, and (biii) an assignment such assignee shall agree in writing to assume all of the terms, covenants and conditions of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days arising after the effective date of such the assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease“Permitted Assignment”).

Permitted Transfers. The provisions of Section 8.1 Notwithstanding anything to the contrary contained in this Lease, Landlord’s consent shall not apply to (a) a transfer or an be required for any assignment of this Lease in connection with or sublease of all or a portion of the sale Premises to an Affiliate of substantially all Tenant (as defined below) so long as the original Tenant’s assets iffollowing conditions are satisfied: (Ii) at least thirty (30) business days before any such sale assignment or sublease, Landlord receives written notice of assets occurs on an arms’-length basis, to an unrelated third party, such assignment or sublease (as well as any documents or information reasonably requested by Landlord regarding the proposed intended transfer and the transferee); (ii) Tenant is for a bona fide business purpose not then and has not primarily to transfer Tenant’s interest been in default under this Lease; and (IIiii) upon the consummation of if the transfer is an assignment or assignmentany other transfer to an Affiliate other than a sublease, the transferee or intended assignee is, assumes in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying writing all of Tenant’s obligations hereunderunder this Lease relating to the Premises in a form satisfactory to Landlord or, if the transfer is a sublease, the intended sublessee accepts the sublease in a form satisfactory to Landlord; (biv) the intended transferee has a tangible net worth, as evidenced by financial statements delivered to Landlord and certified by an independent certified public accountant in accordance with generally accepted accounting principles that are consistently applied, at least equal to the net worth of the original Tenant under the Lease as of the Effective Date; (v) the Premises shall continue to be operated solely for the use specified in the Lease; (vi) Tenant shall pay to Landlord all costs reasonably incurred by Landlord or any mortgagee or ground lessor for such assignment or subletting, including, without limitation, reasonable attorneys’ fees; and (vii) no transfer to an Affiliate in accordance with this subparagraph shall relieve the Tenant named herein of any obligation under this Lease or alter the primary liability of the Tenant named herein for the payment of Rent or for the performance of any other obligation to a successor be performed by Tenant, including the obligations contained in the Lease with respect to Tenant by mergerany Affiliate. As used herein, consolidation, reorganization or similar corporate restructuring or to an “Affiliate” means any entity that (A) controls, is controlled by, or is under common control withwith Tenant, (B) results from the transfer of all or substantially all of Tenant; ’s assets or stock, or (cC) a subletting results from the merger or consolidation of Tenant with another entity. “Control” means the direct or indirect ownership of more than fifty percent (50%) of the Premises or any part thereof. In the case voting securities of an assignment entity or sublease that is expressly permitted pursuant possession of the right to vote more than fifty (a) or (c50%) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy the voting interest in the ordinary direction of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assigneeentity’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseaffairs.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3Investor Rights Agreement, during the Lock-Up Period, the Holders may Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares to (a) any of such Person’s Permitted Transferees, upon written notice to PubCo, or (b) (i) in no event may Tenant assignthe case of an individual, mortgageby virtue of laws of descent and distribution upon death of the individual; (ii) in the case of an individual, transfer, pledge pursuant to a qualified domestic relations order; or sublease this Lease (iii) pursuant to any entity whatsoever ifliquidation, merger, stock exchange or other similar transaction which results in all of PubCo’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Business Combination; provided, that in connection with any Transfer of such Lock-Up Shares pursuant to clause (a) or (b) above, (x) the restrictions and obligations contained in Section 4.1 and this Section 4.2 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares and such Transferee shall agree to be bound by such restrictions and obligations in writing and acknolwedged by PubCo, and (y) the Transferee of such Lock-Up Shares shall have no rights under this Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this Investor Rights Agreement. Any Transferee of Lock-Up Shares pursuant to this Section 4.2 shall be required, at the time of and as a condition to such assignmentTransfer, mortgageto become a party to this Investor Rights Agreement by executing and delivering a joinder in the form attached to this Investor Rights Agreement as Exhibit A, transfer, pledge or subleasewhereupon such Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Investor Rights Agreement. Notwithstanding the foregoing provisions of this Section 4.2, a Default Holder may not make a Transfer to a Permitted Transferee if such Transfer has occurred as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Transfers in this Investor Rights Agreement (it being understood that the purpose of this provision includes prohibiting the Transfer to a Permitted Transferee (A) that has been formed to facilitate a material change with respect to who or which entities Beneficially Own the underlying Lock-Up Shares, or (B) followed by a change in the relationship between the Holder and remains continuing the Permitted Transferee (or a change of control of such Holder or Permitted Transferee) after the Transfer with the result and effect that the Holder has indirectly made a Transfer of Lock-Up Shares by using a Permitted Transferee, which Transfer would not have been directly permitted under this LeaseArticle IV had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease Notwithstanding anything contained in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to the contrary, and provided Tenant is not in default, beyond any applicable notice and grace periods, in complying with the terms and conditions of this Lease, it is agreed that this Lease may be assigned or the Premises may be sublet, in whole or in part, without the consent of Landlord, to the following (each of which is referred to as a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an “Permitted Party”): (i) any entity that which controls, is controlled by, by or is under direct or indirect common control withwith Tenant, (ii) any entity resulting from the merger or consolidation with Tenant; , or (ciii) a subletting any person or entity which acquires all or substantially all of the Premises assets and liabilities or any part thereof. In stock (an “Asset Acquisition”) of Tenant as a going concern of the business that is being conducted at the Premises; provided that, in the case of an assignment or sublease that is expressly permitted pursuant to assignment, (a) or the assignee shall assume, in writing, the tenant’s obligations under this Lease, and (cb) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice within fifteen (15) days after the execution of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, Tenant shall deliver an original fully executed counterpart of such writing to Landlord, in recordable form, and (c) such Permitted Party shall have a tangible net worth (not including goodwill as applicable, has been effectuated within ten an asset) computed in accordance with generally accepted accounting principles (10“Net Worth”) business days after at least equal to the Net Worth of Tenant on the day that is three months prior to the effective date of such event. In the event of either an Asset Acquisition or a stock acquisition, the entity which has acquired said assets or stock shall assume this Lease (in a form reasonably acceptable to Landlord), such assignment to be delivered to Landlord no later than ten (10) days following the closing of such acquisition. For purposes of this Article, the term “control,” shall mean the ownership, directly or sublease. Any permitted transferee under indirectly, of at least fifty-one percent (a51%) of this Section 8.3 shall execute and deliver the voting securities of, or possession of the right to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3vote, in no event may Tenant assignthe ordinary direction of its affairs, mortgageof at least fifty-one percent (51%) of the voting interest in, transfer, pledge any person or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseentity.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained herein, and subject to the terms of any Facility Mortgage, PSLT-ALS Holdings shall have the right to consent, such consent not to be unreasonably withheld, conditioned or delayed, to the proposed sale (including a sale in this Section 8.3the form of a merger or business combination) of fifty percent (50%) or more of the outstanding shares of voting stock of Guarantor or voting stock or membership interests of any Parent of Guarantor, but excluding any Permitted Management Incentive Program from such calculation (a "Permitted Transfer"), provided that, PSLT-ALS Holdings' consent shall not be required if: (i) ALS Holdings provides PSLT-ALS Holdings written Notice of such proposed Permitted Transfer not less than thirty (30) days prior to the effective date thereof, together with evidence reasonably satisfactory to PSLT-ALS Holdings of compliance with clause (ii) below, (ii) ALS Holdings furnishes evidence reasonably satisfactory to PSLT-ALS Holdings that the industry experience in no event may Tenant assignowning, mortgageoperating and managing senior living facilities similar to the Facilities (as determined by PSLT-ALS Holdings) of the senior management of Guarantor or the Successor Guarantor, after giving effect to such transfer, pledge is at least comparable to or sublease better than that of Guarantor, (iii) ALS Holdings furnishes evidence to PSLT-ALS Holdings that the Net Worth of Guarantor or any successor entity proposed to be delivering a guaranty of this Lease Agreement following any such Permitted Transfer (the "Successor Guarantor") shall at least equal the Net Worth of Guarantor immediately prior to such Permitted Transfer (which Net Worth determination shall not take into account any entity whatsoever ifextraordinary and non-recurring transactions during the twelve (12) months prior to such Permitted Transfer which reduce the net worth of Guarantor), at (iv) ALS Holdings furnishes evidence to PSLT-ALS Holdings that Guarantor or the time Successor Guarantor, as the case may be, shall continue to own all of such assignmentthe membership interests in ALS Holdings, mortgage(v) ALS Holdings furnishes evidence to PSLT-ALS Holdings that ALS Holdings shall continue to be a Special Purpose Entity and shall continue to own all of the membership interests in each of the Alterra Lessees, transferand (vi) Guarantor or the Successor Guarantor, pledge as the case may be, shall execute and deliver to PSLT-ALS Holdings either an affirmation of the Guaranty in form and substance reasonably satisfactory to PSLT-ALS Holdings, or subleasea new guaranty of this Agreement in form and substance identical to the Guaranty, a Default has occurred and remains continuing under this Leaseas the case may be.

Permitted Transfers. The provisions of Section 8.1 SECTION 8.1(a) shall apply to a transfer of a majority (i.e. greater than 50% interest) of the voting stock of Tenant or to any other change in voting control of Tenant (if Tenant is a corporation), or to a transfer of a majority of the general partnership or VOTING membership interests in Tenant (if Tenant is a partnership or a limited liability company), or to any comparable transaction involving any other form of business entity, whether effectuated in one or more transactions, as if such transfer were an assignment of this Lease; but NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING provisions, THE PROVISIONS OF SECTION 8.1(a) shall not apply to such a transfer, provided, in any of such events, THE TENANT, the successor to Tenant (aor any party remaining liable for the obligations of Tenant hereunder): (i) has a transfer or an assignment net worth at least equal to the net worth of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation Tenant as of the transfer date of LEASE EXECUTION or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), ii) is capable of satisfying all of Tenant’s 's obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or subleasein Landlord's reasonable judgment. Any such permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) abovehereunder. Notwithstanding anything to the contrary contained in this Section SECTION 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing Tenant is in default under this Lease. NOTWITHSTANDING THE FOREGOING, HOWEVER, THE PROVISIONS OF SECTION 8.1(a), SHALL NOT APPLY IN THE EVENT THAT THERE IS A CHANGE IN VOTING CONTROL OF TENANT AS A RESULT OF AN INITIAL PUBLIC OFFERING OF STOCK BY THE TENANT.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3Paragraph 22, as long as no Event of Default by Tenant has then occurred and is continuing, Tenant may assign this Lease or sublet any portion of the Premises (hereinafter collectively referred to as a “Permitted Transfer”) to (a) an affiliate of Tenant (an entity which is Controlled by, Controls, or is under common Control with, Tenant), (b) any successor entity to Tenant by way of merger, consolidation or other non-bankruptcy corporate reorganization or (c) an entity which acquires all or substantially all of Tenant’s assets (a “Permitted Transferee”); provided that (i) at least ten (10) Business Days prior to the Transfer (or ten (10) Business Days after the Transfer if prior notice of such Transfer is prevented by Applicable Laws or confidentiality restrictions), Tenant notifies Landlord of such Transfer, and supplies Landlord with any documents or information reasonably requested by Landlord regarding such Transfer or Permitted Transferee, including, but not limited to, copies of the sublease or instrument of assignment and copies of documents establishing to the reasonable satisfaction of Landlord that the transaction in question is one permitted under this Paragraph 22.7, (ii) at least ten (10) Business Days prior to the Transfer (or ten (10) Business Days after the Transfer if prior notice of such Transfer is prevented by Applicable Laws or confidentiality restrictions), Tenant furnishes Landlord with a written document executed by the proposed Permitted Transferee in which, in no event may Tenant assignthe case of an assignment, mortgage, transfer, pledge or sublease such entity assumes all of Tenant’s obligations under this Lease thereafter to any be performed, and, in the case of a sublease, such entity whatsoever ifagrees to sublease the Subject Space subject to this Lease, (iii) in the case of an assignment, the successor entity must have a net worth (computed in accordance with generally accepted accounting principles, except that intangible assets such as goodwill, patents, copyrights, and trademarks shall be excluded in the calculation (“Net Worth”)) at the time of the Transfer that is at least equal to the Net Worth of Tenant immediately prior to such assignmentTransfer, mortgageand (iv) any such proposed Transfer is not, transferwhether in a single transaction or in a series of transactions, pledge entered into as a subterfuge to evade the obligations and restrictions relating to Transfers set forth in this Paragraph 22.7. “Control,” as used in this Paragraph 22.7, shall mean the ownership, directly or subleaseindirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. For purposes of this Lease, the term “Permitted Assignee” shall mean a Default has occurred Permitted Transferee to whom Tenant assigns all of its right, title and remains continuing interest in and to this Lease, and which assumes all of Tenant’s obligations under this Lease.

Permitted Transfers. The Notwithstanding the provisions of Section 8.1 17.1 above, Tenant shall not apply have the right, without Landlord’s consent, but with prior notice to (a) a transfer or an assignment of Landlord, to assign this Lease in connection to, or sublease the Premises to, or permit occupancy of the Premises by, a Related Company; provided that (i) the original Tenant named herein shall be the assignor or sublessor; (ii) at least thirty (30) days prior to the effective date of the assignment or sublease, Tenant shall furnish Landlord with the sale name of substantially all the original Tenant’s assets if: transferee and a written certification from an officer of Tenant certifying that the assignment or sublease qualifies as a transaction under this Section 17.10(b); (Iiii) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and the assignment or sublease under this Section 17.10(b) is made for a bona fide good faith operating business purpose and not primarily as a subterfuge to transfer evade the obligations and restrictions relating to transfers set forth in this Article 17; (iv) the proposed transferee’s use of the Premises shall be the Permitted Use; (v) in the case of an assignment, Tenant shall deliver to Landlord, prior to the effective date of the assignment, an agreement, in form reasonably acceptable to Landlord, evidencing the assignment and assumption by the assignee of Tenant’s interest in obligations under this Lease; and (IIvi) upon in the consummation case of a sublease, Tenant shall deliver to Landlord, prior to the effective date of the transfer or assignmentsublease, the transferee or assignee isan agreement, in form reasonably acceptable to Landlord, evidencing the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all assumption by the subtenant of Tenant’s obligations hereunder; (b) an assignment of under this Lease with respect to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is the subleased premises. The effectuation of any transaction under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.317.10(b) shall be subject to Sections 17.4, Tenant 17.6, 17.8 and 17.9 above, but shall nevertheless not be required subject to provide Landlord compliance with notice of such assignment Sections 17.5 or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) 17.7 above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

Permitted Transfers. The provisions of restrictions contained in this Section 8.1 4 shall not apply with respect to any Transfer of Stockholder Shares by any Stockholder (ai) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted individual Stockholder, (1) pursuant to applicable laws of descent and distribution or among such Stockholder's Family Group, (a2) with respect to shares held by Richxxx X. Xxxxxxxx, xx Kurt Xxxxxxxx, Xxepxxx X. Xxxxx xxx Michxxx X. Xxxxxx, xx each case, so long as such individuals are employees of the Company and its Subsidiaries, (3) with respect to Co-Invest Shares held by any Executive, so long as such Executive has good and valid reason to transfer such Co-Invest Shares, to any other Executive upon receipt of the prior written consent of the Board, which consent shall not be unreasonably withheld, or (cii) in the case of a holder of the BRS Shares and its Permitted Transferees, (A) among its Affiliates and partners, (B) to any employee, prospective employee, director or prospective director of the Company or any Subsidiary of the Company as incentive compensation, (C) to any BRS Investor or any employee or director (whether current, former or prospective) of BRS or any Affiliate of BRS or (D) to BRS; provided, in each case contemplated by this Section 8.3clause (ii), Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease that the rights and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary restrictions contained in this Section 8.34 shall continue to be applicable to such Stockholder Shares after any such Transfer as if such Stockholder Shares were held by the transferor; and provided further, that (x) the transferees of such Stockholder Shares shall have agreed in no event may Tenant assign, mortgage, transfer, pledge or sublease writing to be bound by the provisions of this Lease Agreement which affect the Stockholder Shares so transferred by executing a joinder in substantially the form attached hereto as Exhibit A and (y) with respect to any entity whatsoever if, at the time transferee of such assignment, mortgage, transfer, pledge or subleaseExecutive Shares, a Default has occurred and remains continuing joinder to the applicable Management Stock Agreement. All transferees permitted under this LeaseSection 4(c) are collectively referred to herein as "Permitted Transferees."

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained herein, and subject to the terms of any Facility Mortgage, PSLT-BLC Holdings shall have the right to consent, such consent not to be unreasonably withheld, conditioned or delayed, to any of the following (each, a "Permitted Transfer"): (i) a sale of fifty percent (50%) or more of the outstanding shares of stock in this Section 8.3Guarantor (in the aggregate, including any prior sales of stock), but excluding any Permitted Management Incentive Program from such calculation, (ii) a sale by Guarantor of all or substantially all of its assets, or (iii) a sale of fifty percent (50%) or more of the membership interests in no event may Tenant assignFortress Brookdale Acquisition LLC ("Fortress"), mortgagebut excluding any Permitted Management Incentive Program, provided that, PSLT-BLC Holdings' consent shall not be required with respect to any of the foregoing if: (A) BLC Holdings provides PSLT-BLC Holdings written Notice of such proposed Permitted Transfer not less than thirty (30) days prior to the effective date thereof, together with evidence reasonably satisfactory to PSLT-BLC Holdings of compliance with clause (B) below, (B) BLC Holdings furnishes evidence reasonably satisfactory to PSLT-BLC Holdings that the industry experience in owning, operating and managing senior living facilities similar to the Facilities (as determined by PSLT-BLC Holdings) of the senior management of Guarantor or the Successor Guarantor, after giving effect to such transfer, pledge is at least comparable to or sublease better than that of Guarantor, (C) BLC Holdings furnishes evidence to PSLT-BLC Holdings that the Net Worth of Guarantor or any successor entity proposed to be delivering a guaranty of this Lease Agreement following any such Permitted Transfer (the "Successor Guarantor") shall be at least equal to any entity whatsoever ifSeventy Five Million Dollars ($75,000,000), at (D) BLC Holdings furnishes evidence to PSLT-BLC Holdings that Guarantor or the time Successor Guarantor, as the case may be, shall continue to own all of such assignmentthe membership interests in BLC Holdings, mortgage(E) BLC Holdings furnishes evidence to PSLT-BLC Holdings that BLC Holdings shall continue to be a Special Purpose Entity and shall continue to own all of the membership interests in each of the Brookdale Lessees, transferand (F) Guarantor or the Successor Guarantor, pledge as the case may be, shall execute and deliver to PSLT-BLC Holdings (1) in the case of a Permitted Transfer described in clause (i) above, an affirmation of the Guaranty in form and substance reasonably satisfactory to PSLT-BLC Holdings, or sublease(2) in the case of a Permitted Transfer described in clauses (ii) and (iii) above, a Default has occurred new guaranty of this Agreement in form and remains continuing under this Leasesubstance identical to the Guaranty.

Permitted Transfers. The provisions Notwithstanding anything in this Section 8 to the contrary, Tenant shall have the right, without Landlord’s consent and without causing a default of Section 8.1 Tenant under this Lease, to assign this Lease to any parent entity or wholly-owned or substantially wholly-owned direct or indirect subsidiary entity of Tenant or Guarantor, in each of which events Tenant shall not apply give prompt written notice of such fact to Landlord and, further, Tenant shall remain fully liable for performance of all obligations and liabilities under this Lease and the assignee shall be automatically deemed to have assumed all of Tenant’s obligations and liabilities under this Lease for the benefit of Landlord. Tenant may also assign this Lease, without Landlord’s consent and without causing a default hereunder to any entity acquiring a majority of the voting stock of Tenant, or to any other change in voting control of Tenant (a) if Tenant is a corporation), or to a transfer of a majority (i.e., greater than 50% interest) of the general partnership or an assignment membership interests in Tenant (if Tenant is a partnership or a limited liability company) or managerial control of this Lease Tenant, or to any comparable transaction involving any other form of business entity, whether effectuated in one (1) or more transactions; or to any entity in connection with the sale of substantially all the original Tenant’s assets if: (I) where such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment), the transferee or assignee isand, in the solecase of a sale of all or substantially all of Tenant assets only, but reasonable determination Tenant shall no longer be liable for the obligations under this Lease arising from and after the date of Landlord transfer (and its lender, if applicablesuch assigning Tenant remaining liable for all obligations arising prior to the date of transfer), provided, in any of such events, the successor to Tenant (or any party remaining liable for the obligations of Tenant hereunder): (i) has a net worth at least equal to the net worth of Tenant as of the Commencement Date, or (ii) if (i) above is not satisfied, such successor is capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or subleasein Landlord’s reasonable judgment. Any such permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) abovehereunder. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing Tenant is in default under this LeaseLease beyond applicable notice and cure periods, without the prior written consent of Landlord, which may be granted or withheld in Landlord’s sole discretion for as long as such default remains uncured.

Permitted Transfers. The provisions of Section 8.1 shall not apply Notwithstanding anything to the contrary contained in this Article 14, (ai) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease Transfer by Tenant to a successor to Transferee which is an affiliate of Tenant by merger, consolidation, reorganization or similar corporate restructuring or to (an entity that controls, which is controlled by, controls, or is under common control with, Tenant; , an “Affiliate”), (ii) an assignment by Tenant to a Transferee which is an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (ciii) an assignment by Tenant to a subletting Transferee which is an entity which is the resulting entity of a merger or consolidation of Tenant, (iv) the sale, assignment, transfer or hypothecation of any stock or other ownership interest in Tenant in connection with any bona fide financing or capitalization for the benefit of Tenant or in connection with an initial public offering, (v) the sale, assignment, transfer or hypothecation of any stock or other ownership interest in Tenant to an existing shareholder of Tenant (i.e., an existing shareholder in Tenant as of the Premises full execution and delivery of this Lease), (vi) an assignment of this Lease to an entity which acquires all or substantially all of the stock or assets of Tenant in one or a series of transactions, shall not require Landlord’s consent under Sections 14.1 and 14.2, above, and shall not be subject to Sections 14.3 or 14.4, above, provided that (A) Tenant provides not less than thirty (30) days’ prior notice to Landlord of any part thereof. In such Transfer (unless such advance notice is prohibited by applicable Law, in which case notice shall be provided to Landlord promptly following such Transfer) and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such Transfer or Affiliate, (B) such Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease, and (C) in the case event of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of under this Section 8.314.8, Tenant the Transferee shall nevertheless be required have a tangible net worth computed in accordance with generally accepted accounting principles consistently applied (and excluding goodwill, organization costs and other intangible assets) which is at least equal to provide Five Hundred Million Dollars ($500,000,000), (iv) proof satisfactory to Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant net worth is delivered to which the assignment or sublease, as applicable, has been effectuated within Landlord at least ten (10) business days after prior to the effective date of any such assignment or sublease. Any permitted transferee under transaction (a) of this Section 8.3 unless such advance notice is prohibited by applicable Law, in which case notice shall execute and deliver be provided to Landlord any and all documentation reasonably required by Landlord promptly following such Transfer). The assignee under a transfer specified in order items (i), (ii) or (iii) above shall be referred to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained as a “Permitted Transferee Assignee.” “Control,” as used in this Section 8.314.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in no event may Tenant assignthe ordinary direction of its affairs, mortgageof at least fifty-one percent (51%) of the voting interest in, transfer, pledge any person or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseentity.

Permitted Transfers. The Notwithstanding the provisions of Section 8.1 Paragraph ------------------- --------- 25.A above, Tenant shall have the right to enter into a Sublet, and Landlord ---- shall not apply to withhold its consent thereto (aprovided that all of the conditions set forth in clauses (A) and (B) below shall be met), if such Sublet is one of the following "Permitted Transfers": (i) a transfer Sublet to the surviving entity of a merger or an assignment consolidation involving the corporate entity constituting the Tenant under this Lease; or (ii) a Sublet to any subsidiary or Affiliate of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest Tenant originally named in this Lease. However, the foregoing Permitted Transfers shall be exempt from the requirement of Landlord's consent only if all of the following conditions shall be met: (A) there shall be no change in the use or operation of the Premises; (B) Tenant shall have provided to Landlord all information to allow Landlord to determine, and Landlord shall have determined, that the proposed transfer is a Permitted Transfer which is exempt from the requirement of Landlord's consent; and (IIC) upon the consummation as of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment Sublet, the proposed Subtenant has a net worth and net current assets equal to or sublease. Any permitted transferee greater than those of the original Tenant under (a) this Lease as of the date of this Section 8.3 shall execute and deliver to Landlord Lease. No Sublet of the type described in this Paragraph 25.G, nor any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption other transfer of all or any portion of Tenant's interest in the Lease or the Premises, shall release Tenant of its obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

Permitted Transfers. The provisions of Section 8.1 Notwithstanding anything to the contrary in this Lease, the following Transfers shall not apply to require advance consent from Landlord: (a) issuance of shares in in Tenant in a transfer public offering; (b) issuance of shares in Tenant in a private venture funding; (c) merger or consolidation of tenant with another entity; (d) assignment of the Lease in connection with a sale of substantially all of Tenant’s assets; (e) a sublease of the entire Premises or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s its entire interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization corporation or similar corporate restructuring or to an other type of legal entity that directly controls, is controlled by, by or is under common control with, with Tenant; (f) direct or indirect purchase of shares by any person or entity which immediately prior to such purchase is a shareholder, director, officer or employee of Tenant; and (cg) transfer of shares in Tenant incident to a subletting death or for estate planning purposes (each of the Premises foregoing is referred to as a “Permitted Transfer” and the transferee under any Permitted Transfer is a “Permitted Transferee”) but only if immediately following the events enumerated above, the Permitted Transferee can demonstrate that it satisfies the Adjusted EBITDA test in Section 4.3 (the “EBITDA Hurdle”). Tenant may not engage in a Permitted Transfer if an Event of Default is outstanding under this Lease unless the default is cured simultaneously with the closing on the Permitted Transfer. Tenant shall notify Landlord in writing of any Permitted Transfer prior to the effective date thereof and the notice shall include documentation demonstrating that the Transfer qualifies as a Permitted Transfer. If Tenant engages in a Permitted Transfer under clause (e) above, such Transfer shall be a Permitted Transfer only so long as the Transferee continues to be an entity that directly controls, is controlled by or is under common control with Tenant. Following any part thereof. In Permitted Transfer which results in a sublease of the case of Premises, an assignment of the Lease, or sublease that is expressly permitted pursuant a change in the name of Tenant, Tenant shall deliver to (a) or (c) Landlord copies of all relevant transaction documents evidencing the identity of the parties and the assumption of liabilities, redacted if necessary to reserve confidential information. No Permitted Transfer shall relieve Tenant of its liability under this Lease and Tenant shall remain liable to Landlord for the payment of all Base Rent, Operating Costs and Additional Rent and the performance of all covenants and conditions of this Section 8.3Lease applicable to Tenant. If a Transfer would be a Permitted Transfer but for failure to meet the EBITDA Hurdle, Tenant Landlord shall nevertheless be required to provide Landlord with notice review such Transfer under the provisions of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease13.1.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3Agreement, during the Lock-Up Period, a Lock-up Holder may Transfer, without the consent of the Company and Opportunity, any of such Lock-up Holder’s Lock-Up Securities to (i) any of such Lock-up Holder’s Permitted Transferees, upon written notice to the Company, or (ii) (a) in no event may Tenant assignthe case of an individual, mortgageby virtue of Laws of descent and distribution upon death of the individual; (b) in the case of an individual, transfer, pledge pursuant to a qualified domestic relations order; or sublease this Lease (c) pursuant to any entity whatsoever ifliquidation, merger, share exchange or other similar transaction (other than the Mergers) which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares or other equity securities of the Company for cash, securities or other property; provided, that in connection with any Transfer of such Lock-Up Securities pursuant to clause (ii) above, (x) the restrictions and obligations contained in Section 5.1 and this Section 5.2 will continue to apply to such Lock-Up Securities (including any other securities acquired in exchange therefor) after any Transfer of such Lock-Up Securities and such Transferee shall agree to be bound by such restrictions and obligations by executing and delivering a joinder agreement substantially in the form attached as Exhibit A or such other form as is reasonably acceptable to the Company, and (y) the Transferee of such Lock-Up Securities shall have no rights under this Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this Agreement. Any Transferee of Lock-Up Securities who is a Permitted Transferee of the Transferor pursuant to this Section 5.2 shall be required, at the time of and as a condition to such assignmentTransfer, mortgageto become a party to this Agreement by executing and delivering a joinder agreement substantially in the form attached as Exhibit A or such other form as is reasonably acceptable to the Company, transfer, pledge or subleasewhereupon such Transferee will be treated as a party (with the same rights and obligations as the Transferor) for all purposes of this Agreement. Notwithstanding the foregoing provisions of this Section 5.2, a Default Lock-up Holder may not make a Transfer to a Permitted Transferee if such Transfer has occurred as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Transfers in this Agreement (it being understood that the purpose of this provision includes prohibiting the Transfer to a Permitted Transferee (A) that has been formed to facilitate a material change with respect to who or which entities Beneficially Own the underlying Lock-Up Securities, or (B) followed by a change in the relationship between such Lock-up Holder and remains continuing such Permitted Transferee (or a change of control of such Lock-up Holder or Permitted Transferee) after the Transfer with a result and effect that such Lock-up Holder has indirectly made a Transfer of Lock-Up Securities by using a Permitted Transferee, which Transfer would not have been directly permitted under this LeaseSection 5 had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an An "Affiliate" means any entity that controls, (i) controls is controlled by, or is under common control withwith Tenant. (ii) results from the transfer of all or substantially all of Tenant's assets or stock, Tenant; or (ciii) a subletting results from the merger or consolidation of Tenant with another entity. "Control" means the direct or indirect ownership of more than fifty percent (50%) of the Premises or any part thereof. In the case voting securities of an assignment entity or sublease that is expressly permitted pursuant possession of the right to vote more than fifty percent (a) or (c50%) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy the voting interest in the ordinary direction of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) aboveentity's affairs. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge Lease. Landlord's consent is not required any assignment of this Lease or sublease this Lease of all or a portion of the Premises to an Affiliate so long as the following conditions are met: (a) at least ten (10) business days before any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge assignment or sublease, a Default Landlord receives written notice of such assignment or sublease (as well as any documents or information reasonably requested by Landlord regarding the proposed intended transfer and the transferee): (b) Tenant is not then and has occurred and remains continuing not been in default under this Lease: (c) if the transfer is an assignment or any other transfer to an Affiliate other than a sublease, the intended assignee assumes in writing all of Tenant's obligations under this Lease relating to the Premises In form satisfactory to Landlord or, if the transfer is a sublease, the intended subleases accepts the sublease in form satisfactory to Landlord, (d) the intended transferee has a tangible net worth as evidenced by financial statements delivered to Landlord and certified by an independent certified public accountant in accordance with generally accepted accounting principles the are consistently applied, at least equal to $2,000,000,000.00; (e) the Premises shall continue to be operated solely for the use specified in the Basic Lease information and (f) Tenant shall pay to all costs reasonably incurred by Landlord or any mortgagee or ground lessor for such assignment or subletting, including, without limitation reasonable attorneys' fees. No transfer to an Affiliate in accordance with this subparagraph shall relieve Tenant named herein of any obligation under this Lease or alter the primary liability of Tenant named herein for the payment of Rent or fur the performance of mother obligation to be performed by Tenant, including the obligations contained in Paragraph 25 with respect to any Affiliate.

Permitted Transfers. The provisions Notwithstanding anything to the contrary contained herein, the right of first refusal and co-sale rights of the Preferred Shareholder as set forth in the Section 8.1 4.2 and Section 4.3 above and the right of first refusal and co-sale rights of the Preferred Share Non-Selling Shareholders as set forth in the Section 4.4 and Section 4.5 above shall not apply to (a) any sale or transfer of Preferred Shares or Ordinary Shares to the Company pursuant to a repurchase right or right of first refusal held by the Company in the event of a termination of employment or consulting relationship;(b) any transfer to the affiliates, parents, children or an spouse, or, as approved by the Board, any transfer to trusts for the benefit of such persons, of any holder of Preferred Shares or Ordinary Shares for bona fide estate planning purposes and any sale, transfer, disposition or assignment of this Lease in connection with Preferred Share or Ordinary Shares contemplated thereby (each transferee pursuant to the sale foregoing subsections (a) and (b), a “Permitted Transferee” and if the transferor under the foregoing subsection(b) is any holder of substantially all Ordinary Shares, the original TenantPermitted Transferee does not include such transferor’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Leaseaffiliate or affiliates; and (IIif the transferor under the foregoing subsection(b) upon is any holder of Preferred Shares, the consummation Permitted Transferee shall also include any general partner of the transfer transferor and any private equity or assignment, the transferee venture capital fund now or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, hereafter existing which is controlled by, by or is under common control with, Tenantwith one or more general partners or shares the same management company with the transferor); or (c) a subletting of provided that for the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to foregoing subsections (a) or and (c) of b), adequate documentation therefor is provided to the Preferred Shareholders to their satisfaction and that any such Permitted Transferee agrees in writing to be bound by this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy Agreement in place of the fully-executed documentation pursuant to which the assignment or subleaserelevant transferor; provided, as applicablefurther, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3that, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease relation to any entity whatsoever iftransfer of Ordinary Shares, at the time such transferor shall remain liable for any breach by such Permitted Transferee of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseany provision hereunder.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an As used herein, the term “Permitted Transfer” means Tenant’s assignment of its interest in this Lease Lease: (i) to a successor corporation or other form of business entity resulting from Tenant’s merger, consolidation or non-bankruptcy reorganization, (ii) to a purchaser of all or substantially all of Tenant’s assets as an ongoing concern or all or substantially all of Tenant’s business operations in the Premises, or (iii) to an “Affiliate” (as defined below) of Tenant. In addition, a sale or transfer of the capital stock of Tenant shall be deemed a Permitted Transfer if such sale or transfer occurs in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose financing or capitalization for the benefit of Tenant and not primarily to transfer there is no change in Control (as defined below) of Tenant. The term “Permitted Transferee” means the assignee of Tenant’s interest in this LeaseLease in a Permitted Transfer. Notwithstanding Section 14.1, Tenant shall have the right to make Permitted Transfers, and Landlord shall not have a consent right relating to Permitted Transfers, provided that all of the following conditions (the “Permitted Transfer Requirements”) are satisfied: (A) the Permitted Transferee must have a tangible net worth of at least Twenty Five Million Dollars ($25,000,000.00); (B) there must be no change in the use of the Premises; (C) the Permitted Transfer and the use of the Premises by the Permitted Transferee must not violate any enforceable covenant or agreement of Landlord respecting radius or exclusivity; (D) the Permitted Transfer and the use of the Premises by the Permitted Transferee must not violate any of the terms of Landlord’s loan documents relating to the Property; and (IIE) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease prior to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or effectuating any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3Permitted Transfer, Tenant shall nevertheless be have provided to Landlord all information required for Landlord to determine, and Landlord shall have determined, that such transaction is a Permitted Transfer and that the Permitted Transfer Requirements are satisfied (provided, however, that if under applicable law or by the terms of the applicable merger, acquisition or similar agreement, Tenant is not permitted to disclose a Permitted Transfer prior to its closing, then Tenant shall provide Landlord with written notice of the occurrence of such assignment or sublease Permitted Transfer within ten days after it has closed). Except with respect to Permitted Transfers in which disclosure is not permitted (as provided in the parenthetical in clause (E) above), Tenant shall not effectuate any Permitted Transfer until Landlord notifies Tenant in writing that such transaction is a Permitted Transfer and a true and complete copy that the Permitted Transfer Requirements are satisfied. Landlord shall notify Tenant as to whether the Permitted Transfer Requirements are satisfied no later than ten Business Days after Landlord’s receipt of all of the fully-executed documentation pursuant to which following: (1) a description of the assignment or subleaseproposed Permitted Transfer, including an explanation of the reason that Tenant believes that such proposed Permitted Transfer qualifies as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.Permitted

Permitted Transfers. The provisions of Notwithstanding Section 8.1 24.1.1 to the contrary, the following Transfers shall not apply be permitted without Lessor’s consent (but subject to any express conditions set forth herein, including, without limitation, pursuant to Section 24.1.7): (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Leaseany Permitted Transfer; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment provided that no Event of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains is then continuing under (i) Lessee entering into and consummating any Commercial Occupancy Arrangement with any Person for purposes of providing ancillary services to residents of such Facility so long as doing so would not constitute a Material Sublease (herein, a “Permitted Sublease”); (ii) Lessee engaging the services of any Person for the management or operation of any Facility; (iii) Lessee entering into or consummating any Material Sublease with respect to any Facility, upon not less than thirty (30) days prior written notice to Lessor of Lessee’s intent to do the same (which notice shall include the identity of the proposed sublessor and a copy of the proposed sublease), subject only to receipt of Lessor’s confirmation that such Material Sublease shall not adversely affect Lessor’s REIT status; and (iv) Lessee entering into any agreement or arrangement to do any of the foregoing or to grant any option or other right to any Person to do any of the foregoing, provided that Lessee’s rights pursuant to the foregoing clauses (ii) and (iii) above shall not apply with respect to more than ten percent (10%), in the aggregate, of the total number of Facilities that are subject to this Lease as of the Commencement Date. Additionally, for purposes of clarity, it is agreed that (x) non-Commercial Occupancy Arrangements with residents or patients of any Facility, (y) Permitted Subleases, and (z) the entering into of Permitted Encumbrances in accordance with the terms of this Lease, may be consummated without Lessor’s consent and such actions shall not be considered a Transfer hereunder. Further, no Transfer Consideration shall be due or payable in connection with any Permitted Transfer.

Permitted Transfers. The provisions During the Lock-Up Period, the Holders may Transfer, without the consent of Section 8.1 shall not apply PubCo, any of such Person’s Lock-Up Shares to (a) a transfer any Person, provided that the proceeds received by the Holder from such Transfer are contributed or an assignment loaned to Pubco on terms reasonably approved by the Board of this Lease in connection with the sale Directors of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basisPubCo, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment any of this Lease such Person’s Permitted Transferees, upon written notice to a successor to Tenant by mergerPubCo, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In (i) in the case of an assignment individual, by virtue of laws of descent and distribution upon death of the individual; or sublease that is expressly permitted (ii) in the case of an individual, pursuant to a qualified domestic relations order; provided, that in each case, (ax) or (c) of the restrictions and obligations contained in Section 4.1 and this Section 8.3, Tenant shall nevertheless be required 4.2 will continue to provide Landlord with notice apply to such Lock-Up Shares after any Transfer of such assignment or sublease Lock-Up Shares, (y) such Transferee shall agree to be bound by such restrictions and obligations in writing and acknowledged by PubCo, and (z) the Transferee of such Lock-Up Shares shall have no rights under this Investor Rights Agreement, unless, for the avoidance of doubt, such Transferee is a true and complete copy Permitted Transferee in accordance with this Investor Rights Agreement. Any Transferee of the fullyLock-executed documentation Up Shares pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 4.2 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever ifbe required, at the time of and as a condition to such assignmentTransfer, mortgageto become a party to this Investor Rights Agreement by executing and delivering a joinder in the form attached to this Investor Rights Agreement as Exhibit A, transfer, pledge or subleasewhereupon such Transferee will be treated as a Party (with the same rights and obligations as the Transferor) for all purposes of this Investor Rights Agreement. Notwithstanding the foregoing provisions of this Section 4.2, a Default Holder may not make a Transfer to a Permitted Transferee if such Transfer has occurred as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Transfers in this Investor Rights Agreement (it being understood that the purpose of this provision includes prohibiting the Transfer to a Permitted Transferee (A) that has been formed solely to facilitate a material change with respect to who or which entities Beneficially Own the underlying Lock-Up Shares, or (B) followed by a change in the relationship between the Holder and remains continuing the Permitted Transferee (or a change of control of such Holder or Permitted Transferee) after the Transfer with the result and effect that the Holder has indirectly made a Transfer of Lock-Up Shares by using a Permitted Transferee, which Transfer would not have been directly permitted under this LeaseArticle IV had such change in such relationship occurred prior to such Transfer).

Permitted Transfers. The provisions of Section 8.1 Notwithstanding anything to the contrary contained in this Article 14, Tenant shall have the right, without Landlord’s consent (and Landlord shall not apply have any right to recapture any space or any right to a Transfer Premium in connection therewith) to Transfer all or a portion of the Premises, or the leasehold hereunder (a) each a transfer “Permitted Transfer”), to an entity acquired by Tenant or which acquires Tenant, or an assignment entity controlling, under common control with or controlled by Tenant, including an entity resulting from a merger or consolidation by Tenant, and any entity that acquires all or substantially all of the assets of Tenant (each a “Permitted Transferee”), provided that: (1) Tenant is not in default hereunder (beyond any applicable notice and cure period); (2) the Permitted Transferee must expressly assume in writing a pro rata share of Tenant’s obligations under this Lease in connection the proportion that the number of rentable square feet of the Premises subleased or assigned to such Permitted Transferee bears to the total number of rentable square feet in the Premises, without relieving Tenant of any liability hereunder; (3) the Permitted Transferee has a Tangible Net Worth and unrestricted available cash or cash equivalents equal to or greater than the Tangible Net Worth and cash of Tenant as of the date immediately prior to the Transfer; (4) Tenant shall have notified Landlord in writing (and provided Landlord with evidence reasonably satisfactory to Landlord of compliance with this Section 14.7) at least five (5) days prior to the sale effective date of substantially all such Permitted Transfer (or promptly upon closing, if Tenant is prohibited by law from making such disclosure to Landlord); and (5) the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and applicable transaction is undertaken for a bona fide business purpose and not primarily principally or exclusively as a means to transfer Tenant’s interest in this Lease; and (II) upon the consummation evade any of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment requirements of this Lease (including, but not limited to the requirements of this Article 14). “Tangible Net Worth” means the excess of total assets over total liabilities (in each case, determined in accordance with generally accepted accounting principles) excluding from the determination of total assets all assets which would be classified as intangible assets under generally accepted accounting principles, or the equivalent thereof, including, without limitation, goodwill, licenses, patents, trademarks, trade names, copyrights, and franchises. For purposes of this definition, the word “control,” as used above, means with respect to a successor Person that is a corporation, the right to Tenant by mergerexercise, consolidationdirectly or indirectly, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or more than fifty percent (c50%) a subletting of the Premises or any part thereof. In voting rights attributable to the case shares of an assignment or sublease the controlled corporation and, with respect to a Person that is expressly permitted pursuant to (a) not a corporation, the possession, directly or (c) of this Section 8.3indirectly, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant power to which direct or cause the assignment direction of the management or subleasepolicies of the controlled Person. The word “Person” means an individual, as applicablepartnership, has been effectuated within ten (10) business days after the effective date trust, corporation, firm or other entity. The occurrence of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 a Permitted Transfer shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assigneenot waive Landlord’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) rights with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease respect to any entity whatsoever if, at the time of such subsequent assignment, mortgage, sublease or other transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

Permitted Transfers. The Notwithstanding the provisions of Section 8.1 Paragraph 25.A above, Tenant shall have the right to enter into a Sublet, and Landlord shall not apply to withhold its consent thereto (aprovided that all of the conditions set forth in clauses (A) and (B) below shall be met), if such Sublet is one of the following "Permitted Transfers": (i) a transfer Sublet to the surviving entity of a merger or an assignment consolidation involving the corporate entity constituting the Tenant under this Lease; or (ii) a Sublet to any subsidiary or Affiliate of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest Tenant originally named in this Lease. However, the foregoing Permitted Transfers shall be exempt from the requirement of Landlord's consent only if all of the following conditions shall be met: (A) there shall be no change in the use or operation of the Premises; (B) Tenant shall have provided to Landlord all information to allow Landlord to determine, and Landlord shall have determined, that the proposed transfer is a Permitted Transfer which is exempt from the requirement of Landlord's consent; and (IIC) upon the consummation as of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment Sublet, the proposed Subtenant has a net worth and net current assets equal to or sublease. Any permitted transferee greater than those of the original Tenant under (a) this Lease as of the date of this Section 8.3 shall execute and deliver to Landlord Lease. No Sublet of the type described in this Paragraph 25.G, nor any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption other transfer of all or any portion of Tenant's interest in the Lease or the Premises, shall release Tenant of its obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

Permitted Transfers. The provisions of Section 8.1 shall not apply to Tenant may (ai) a transfer or an assignment of assign this Lease in connection with the sale of substantially or sublet all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for or a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation portion of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease Premises to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring the purchase of all or to an entity that controlssubstantially all of Tenant’s assets or ownership interests or effectuate a Change in Control event (collectively, is controlled bya “Permitted Successor Entity Transfer”), or is under common control with, Tenant; (ii) assign this Lease or (c) sublet all or a subletting portion of the Premises or to an Affiliate (defined below), in any part thereof. In event, without the case consent of an assignment or sublease Landlord (each a “Permitted Transfer” and each such transferee a “Permitted Transferee”), provided that is expressly permitted pursuant to all of the following conditions are satisfied: (a) Tenant must not be in Default; (b) Tenant must give Landlord written notice at least fifteen (15) Business Days before such Transfer, or, if the transfer or (c) of this Section 8.3transaction is subject to confidentiality restrictions, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after promptly following the effective date of such assignment or sublease; and (c) if the Transfer is a Permitted Successor Entity Transfer, the Credit Requirement (defined below) must be satisfied. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver Tenant’s notice to Landlord any shall include information and all documentation reasonably required by Landlord in order to evidence assignee’s assumption evidencing that the Transfers qualifies as a Permitted Transfer hereunder and that each of all obligations the above conditions has beensatisfied. “Affiliate” shall mean an entity controlled by, controlling or under common control with Tenant and “control” shall mean ownership of fifty percent (50%) or more of the voting shares/rights of the applicable entity. The “Credit Requirement” shall be deemed satisfied if, as of the date immediately preceding the date of the Permitted Transfer, the Net Worth of the successor entity is not less than the greater of (i) Eighty-Seven Million and 00/100 Dollars ($87,000,000.00) or (ii) the Net Worth of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything immediately prior to the contrary contained in this Section 8.3Transfer. For the purposes herein, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease“Net Worth” shall be calculated as Total Assets—Total Liabilities—Intangible Assets.

Permitted Transfers. The provisions Notwithstanding anything to the contrary contained herein, the right of first refusal and Co- sale Rights of the Preferred Shareholders as set forth in Section 8.1 4.2 and Section 4.3 above shall not apply to (a) any sale or transfer of Non-Investor Ordinary Shares to the Company pursuant to a transfer repurchase right or an assignment right of this Lease in connection with first refusal held by the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, Company in the sole, but reasonable determination event of Landlord (and its lender, if applicable), capable a termination of satisfying all of Tenant’s obligations hereunderemployment or consulting relationship; (b) an assignment of this Lease any transfer to a successor to Tenant by mergerthe parents, consolidationchildren or spouse, reorganization or similar corporate restructuring or to an entity that controlstrusts for the benefit of such persons, is controlled by, or is under common control with, Tenantof any Non-Investor Ordinary Shareholder for bona fide estate planning purposes; or and (c) a subletting any sale or transfer of Non-Investor Ordinary Shares to the employees, officers, directors, consultants or advisers of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted Group Companies pursuant to any employee and advisor share incentive plan as approved by the Board of the Company (including the affirmative vote of the Investor Director) (each transferee pursuant to the foregoing subsections (a), (b) or and (c), a “Permitted Transferee”); provided that (i) of such transfer is effected in compliance with all applicable Laws, (ii) adequate documentation therefor is provided to the Investors and that any such Permitted Transferee agrees in writing to be bound by this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy Agreement in place of the fully-executed documentation pursuant to which relevant transferor, and (iii) reasonable evidence of the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption satisfaction of all obligations applicable filings or registrations required under the SAFE (as defined in the Purchase Agreement) rules and regulations; provided further, that such transferor shall remain liable for any breach by such Permitted Transferee of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) aboveany provision hereunder. Notwithstanding anything the foregoing, the Founders and/or Founder Holdcos shall have the right to transfer an aggregate amount of not more than 6,818,182 Ordinary Shares of the Company (subject to appropriate adjustments in the event of any share dividend, share split, combination or similar recapitalization affecting such shares) to any third party, provided, however, the Founders and/or Founder Holdcos shall furnish a prior written notice to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, Preferred Shareholders with respect to the foregoing transfer, pledge or sublease this Lease and for the avoidance of doubt, such transfer shall be subject to any entity whatsoever if, at the time Preferred Shareholders’ Right of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this LeaseFirst Refusal as set forth in Section 4.2 above.

Permitted Transfers. The provisions of Section 8.1 shall not apply Notwithstanding anything to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest contrary contained in this Lease; and , (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (bA) an assignment or subletting of this Lease to all or a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or portion of the Premises to an affiliate of Tenant (i.e., an entity that controls, which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant; ’s stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (cD) a subletting an assignment of the Premises Lease to an entity which is the resulting entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 (any part thereof. In the case of an assignment such assignee or sublease that is expressly permitted pursuant to sublessee described in items (aA) or through (cD) of this Section 8.314.8 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant shall nevertheless be required notifies Landlord at least thirty (30) days prior to provide Landlord with notice the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such Transfer or Permitted Transferee as set forth above, (ii) Tenant is not in Default, and such assignment or sublease is not a true subterfuge by Tenant to avoid its obligations under this Lease, (iii) such Permitted Transferee shall be of a character and complete copy reputation consistent with the quality of the fully-executed documentation pursuant Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to which the assignment greater of (1) the Net Worth of the original Tenant on the date of this Lease, or sublease, as applicable, has been effectuated within ten (102) business days after the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and (vi) the liability of such Permitted Transferee under either an assignment or sublease shall be joint and several with Tenant. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained “Control ,” as used in this Section 8.314.8, shall mean the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities of, or possession of the right to vote, in no event may Tenant assignthe ordinary direction of its affairs, mortgageof more than fifty percent (50%) of the voting interest in, transfer, pledge any person or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseentity.

Permitted Transfers. The Notwithstanding the other provisions of this Section 8 but subject to Section 8.1(b), the prohibitions on Transfers, rights of first refusal, and right of co-sale as set forth in Sections 8.1 to 8.6 shall not apply to in respect of a Transfer by (a) a transfer the Founder or an assignment Existing Shareholder to (i) any Family Member of the Founder or (ii) any Affiliate of the Founder or an Existing Shareholder or (b) an Investor to any of its Affiliates; provided that (x) the Founder, the relevant Existing Shareholder or Investor, as the case may be, shall inform the other Shareholders and the Company of such Transfer prior to effecting it, including reasonable detail regarding the identity of the transferee and his or its relationship to the Founder, the Existing Shareholder or Investor, as the case may be; (y) each such transferee or assignee, prior to the completion of the sale, transfer, or assignment, shall have executed a joinder to this Lease Agreement substantially in connection the form attached as Exhibit A hereto, assuming the obligations of the Founder, the Existing Shareholder or Investor, as the case may be, under this Agreement; and (z) each transferee or assignee shall have executed and delivered to the Founder, the Existing Shareholder or Investor, as the case may be, (with a copy to the sale Company) an irrevocable, unconditional and permanent power of substantially all attorney effective immediately after the original Tenant’s assets if: (I) closing of such sale or assignment, appointing the Founder, the Existing Shareholder or Investor, as the case may be, (or its existing attorney-in-fact) as the transferee’s attorney-in-fact and authorizing such Person to vote, in his or its absolute discretion as the attorney-in-fact of assets occurs on an arms’-length basisthe transferee, any and all Equity Securities Transferred to an unrelated third party, and is such transferee pursuant to this Section 8.7(a) with respect to any matters related to the Company. Nothing in this Section 8 shall prevent a Preferred Shareholder from using any Equity Securities beneficially owned or held by it as security (including a charge or a pledge) for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to commercial loan entered into at any time after a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this LeaseQualified IPO.

Permitted Transfers. The provisions If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease or sublet the Premises other than pursuant to a Permitted Assignment (as defined below), then at least 10 business days, but not more than 45 business days, before the date Tenant desires the assignment or sublease to be effective (the “Assignment Date”), Tenant shall give Landlord a notice (the “Assignment Notice”) containing such information about the proposed assignee or sublessee, including the proposed use of Section 8.1 shall not apply the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in or released or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy of any proposed assignment or sublease in its final form, and such other information as Landlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord may, by giving written notice to Tenant within 15 business days after receipt of the Assignment Notice: (ai) a grant such consent, (ii) refuse such consent, in its sole and absolute discretion, if the proposed assignment, hypothecation or other transfer or subletting concerns more than (together with all other then effective subleases) 50% of the Premises, (iii) refuse such consent, in its reasonable discretion, if the proposed subletting concerns (together with all other then effective subleases) 50% or less of the Premises (provided that Landlord shall further have the right to review and approve or disapprove the proposed form of sublease prior to the effective date of any such subletting), or (iv) terminate this Lease with respect to the space described in the Assignment Notice as of the Assignment Date (an “Assignment Termination”). If Landlord delivers notice of its election to exercise an Assignment Termination, Tenant shall have the right to withdraw such Assignment Notice by written notice to Landlord of such election within 5 business days after Landlord’s notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of the Assignment Date with respect to the space described in such Assignment Notice; provided, however, that Landlord shall, at its sole cost and expense, demise and otherwise segregate the portion of the Premises subject to the Assignment Termination and agrees to use reasonable efforts to minimize interference with Tenant’s business operations in connection with such demising. No failure of Landlord to exercise any such option to terminate this Lease, or to deliver a timely notice in response to the Assignment Notice, shall be deemed to be Landlord’s consent to the proposed assignment, sublease or other transfer. Tenant shall pay to Landlord a fee equal to One Thousand Five Hundred Dollars ($1,500) in connection with its consideration of any Assignment Notice and/or its preparation or review of any consent documents. Notwithstanding the foregoing, Landlord’s consent to an assignment of this Lease in connection or a subletting of any portion of the Premises to any entity controlling, controlled by or under common control with Tenant (a “Control Permitted Assignment”) shall not be required, provided that Landlord shall have the sale right to approve the form of any such sublease or assignment. In addition, Tenant shall have the right to assign this Lease, upon 30 days prior written notice to Landlord but without obtaining Landlord’s prior written consent, to a corporation or other entity which is a successor-in-interest to Tenant, by way of merger, consolidation or corporate reorganization, or by the purchase of all or substantially all of the original Tenant’s assets if: or the ownership interests of Tenant provided that (Ii) such sale of assets occurs on an arms’-length basismerger or consolidation, to an unrelated third partyor such acquisition or assumption, and as the case may be, is for a bona fide legitimate business purpose and not primarily to transfer Tenant’s interest in this principally for the purpose of transferring the Lease; , and (IIii) upon the consummation net worth (as determined in accordance with generally accepted accounting principles (“GAAP”)) of the transfer or assignmentassignee is not less than the greater of the net worth (as determined in accordance with GAAP) of Tenant as of the Commencement Date, the transferee or and (iii) such assignee is, shall agree in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying writing to assume all of Tenant’s obligations hereunder; (b) an assignment the terms, covenants and conditions of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days arising after the effective date of such the assignment or sublease(a “Corporate Permitted Assignment”). Any permitted transferee under (a) of this Section 8.3 shall execute Control Permitted Assignments and deliver Corporate Permitted Assignments are hereinafter referred to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. as “Permitted Assignments.” Notwithstanding anything to the contrary contained herein, Landlord shall not have the right to deliver an Assignment Termination to Tenant in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, connection with a Default has occurred and remains continuing under this LeasePermitted Assignment.

Permitted Transfers. The provisions of Section 8.1 2.1 shall not apply to prohibit a Transfer of Subject Securities by Stockholder: (a) to any Affiliate of Stockholder; (b) to any charitable foundation or charitable organization, including donor advised funds; (c) if Stockholder is an individual, (i) to any member of Stockholder’s immediate family, or to a transfer trust for the benefit of Stockholder or any member of Stockholder’s immediate family or (ii) upon the death of Stockholder; (d) if Stockholder is an assignment Entity, to one or more Persons who is a trustee or beneficiary of this Lease Stockholder, in each case as of the time of such Transfer and as of the date hereof; (e) if a Subject Security is a Company Equity Award held by Stockholder, in connection with the sale settlement, exercise, termination or vesting of substantially all such Company Equity Awards in order to (i) pay the original Tenant’s assets if: exercise price of such Company Equity Award or (Iii) such sale of assets occurs on an arms’-length basis, to an unrelated third partysatisfy taxes applicable thereto; (f) pursuant to, and in compliance with, a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act that is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation effect as of the transfer date of this Agreement; or assignment(g) to any Person if and to the extent required by any non-consensual Order, by divorce decree or by will, intestacy or other similar applicable Legal Requirement; provided, however, that a Transfer referred to in each of the foregoing clauses “(a)” through “(d)” shall be permitted only if, as a precondition to such transfer, the transferee or assignee isagrees in a written document, reasonably satisfactory in the soleform and substance to Parent, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying to be bound by all of Tenant’s obligations hereunder; (b) an assignment the terms of this Lease Agreement [; provided, further, that Stockholder shall continue to Own, at all times during the Support Period, a successor sufficient number of shares of Company Common Stock to Tenant by mergerpermit such Stockholder’s Holdback Amount to be deposited into the Escrow Account (as such terms are defined in, consolidationand pursuant to the terms of, reorganization or similar corporate restructuring or to an entity that controlscertain Holdback Agreement, is controlled by, or is under common control with, Tenant; or (c) a subletting dated as of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3date hereof, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease by and a true between Stockholder and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this LeaseParent)].

Permitted Transfers. The provisions Notwithstanding anything to the contrary herein, Tenant may assign its entire interest under this Lease or sublease all or a portion of Section 8.1 shall not apply the Premises, without the consent of Landlord, to (a) an affiliate, subsidiary, or parent of Tenant, or a corporation, partnership or other legal entity wholly owned by Tenant (collectively, an “Affiliated Party”), or (b) a successor to Tenant by purchase, merger, consolidation or reorganization, provided that all of the following conditions are satisfied (each such transfer a “Permitted Transfer” and any such assignee or sublessee of a Permitted Transfer, a “Permitted Transferee”): (i) Tenant is not in default under this Lease; (ii) Tenant shall give Landlord written notice at least 30 days prior to the effective date of the proposed Permitted Transfer; (iii) with respect to a proposed Permitted Transfer to an assignment of this Lease in connection with the sale of substantially all the original Affiliated Party, Tenant continues to have a net worth equal to or greater than Tenant’s assets if: (I) such sale net worth at the date of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (IIiv) upon the consummation with respect to a purchase, merger, consolidation or reorganization or any Permitted Transfer which results in Tenant ceasing to exist as a separate legal entity, (A) Tenant’s successor shall own all or substantially all of the transfer or assignmentassets of Tenant, and (B) Tenant’s successor shall have a net worth which is at least equal to the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all greater of Tenant’s obligations hereunder; (b) an assignment net worth at the date of this Lease or Tenant’s net worth as of the day prior to a successor to Tenant by the proposed purchase, merger, consolidationconsolidation or reorganization. Tenant’s notice to Landlord shall include information and documentation showing that each of the above conditions has been satisfied. If requested by Landlord, reorganization or similar corporate restructuring or to Tenant’s successor shall sign a commercially reasonable form of assumption agreement. As used herein, (1) “parent” shall mean a company which owns a majority of Tenant’s voting equity; (2) “subsidiary” shall mean an entity that controlswholly owned by Tenant or at least fifty-one percent (51%) of whose voting equity is owned by Tenant; and (3) “affiliate” shall mean an entity controlled, is controlled by, controlling or is under common control with, with Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

Permitted Transfers. The provisions Provided no event of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, default has occurred and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in continuing under this Lease; and , upon ten (II10) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of days prior written notice to Landlord (and its lenderprovided however, if applicable)Tenant is prohibited by applicable law or a confidentiality agreement to give such prior notice, capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, then Tenant shall nevertheless be required to provide Landlord with give such notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) days following such transfer), Tenant may, without Landlord’s prior written consent, assign the Lease to an entity into which Tenant is merged or consolidated or assign this Lease or sublease the Premises to an entity to which substantially all of Tenant’s assets are transferred or to an entity controlled by or is commonly controlled with Tenant (such sublease or assignment being a “Permitted Transfer”), provided (i) such merger, consolidation, or transfer of assets is for a good faith business days after purpose and not principally for the effective date purpose of transferring Tenant’s leasehold estate, and (ii) the assignee or successor entity has a tangible net worth, calculated in accordance with generally accepted accounting principles (and evidenced by financial statements in accordance with generally accepted accounting principles) at least equal to the tangible net worth of Tenant immediately prior to such merger, consolidation, or transfer. The term “controlled by” or “commonly controlled with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such assignment controlled person or sublease. Any permitted transferee under entity; the ownership, directly or indirectly, of at least fifty-one percent (a51%) of this Section 8.3 shall execute and deliver the voting securities of, or possession of the right to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3vote, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever ifthe ordinary direction of its affairs, at least fifty-one percent (51 %) of the time of voting interest in, any person or entity shall be presumed to constitute such assignment, mortgage, transfer, pledge control. Landlord’s recapture rights or sublease, a Default has occurred and remains continuing under this Leaserights to participate in any sublease proceeds shall not apply with respect to Permitted Transfers.

Permitted Transfers. The provisions of Section 8.1 shall not apply Notwithstanding anything herein to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basiscontrary, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of Tenant may assign this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring the purchase/acquisition of all or to an entity that controls, is controlled bysubstantially all of Tenant’s assets, or with respect to a corporation whose stock is under common control withpublicly traded, the transfer of a controlling interest in the outstanding stock of Tenant; , or (c) assign this Lease or sublet all or a subletting portion of the Premises or any part thereof. In to an Affiliate (defined below), without the case consent of an assignment or sublease Landlord, provided that is expressly permitted pursuant to all of the following conditions are satisfied (a “Permitted Transfer”): (a) Tenant must not be in Default; (b) Tenant must give Landlord written notice at least ten (10) Business Days before such Transfer (except in the event Tenant is not permitted to provide such notice due to the terms of a confidentiality agreement or (c) of this Section 8.3by applicable Laws, in which case Tenant shall nevertheless be required to will provide Landlord with written notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after Business Days following the effective date of such assignment or subleaseTransfer); and (c) except in the case of a sublease to an Affiliate, the Credit Requirement (defined below) must be satisfied. Any permitted transferee under (a) Tenant’s notice to Landlord shall include information and documentation evidencing that the Transfers qualifies as a Permitted Transfer hereunder and that each of this Section 8.3 the above conditions has been satisfied. If requested by Xxxxxxxx, Xxxxxx’s successor shall execute sign and deliver to Landlord any and all documentation reasonably required by Landlord in order a commercially reasonable form of assumption agreement. “Affiliate” shall mean an entity controlled by, controlling or under common control with Tenant. The “Credit Requirement” shall be deemed satisfied if, as of the date immediately preceding the date of the Permitted Transfer, the financial strength of (i) the entity with which Tenant is to evidence assignee’s assumption merge or consolidate or to which the Lease is otherwise to be assigned or (ii) the purchaser of all obligations or substantially all of the assets of Tenant hereunder is not less than that of Tenant as of the Effective Date, as determined (x) based on credit ratings of such entity by both Xxxxx’x and to evidence the assigneeStandard & Poor’s compliance (or ability by either such agency alone, if applicable ratings by the other agency do not exist), or (y) if such credit ratings do not exist, then in accordance with certified financial statements for such entity covering its last two fiscal years ending before the Transfer. In the event that, at any time after a Permitted Transfer, the Affiliate to comply) with (a)(II) above. Notwithstanding anything which the Permitted Transfer is made ceases to qualify as an Affiliate of the original Tenant, such event shall be deemed a Transfer that is subject to the contrary contained in this Section 8.3provisions of Sections 11.01, in no event may Tenant assign11.02, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease11.03 above.

Permitted Transfers. The provisions Notwithstanding anything to the contrary in the Lease, Tenant may, without Landlord's prior written consent and without payment of Section 8.1 shall not apply any amount to Landlord, sublet the Premises or assign the Lease to (a) a transfer subsidiary, affiliate, division or an assignment of this Lease in connection corporation controlling, controlled by or under common control with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor corporation related to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled bynonbankruptcy reorganization, or is under common control withgovernment action, Tenant; or (c) a subletting purchaser of substantially all of Tenant's assets located in the Premises or any part thereof. In the case of an assignment or sublease Premises, PROVIDED, HOWEVER, that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of no such assignment or sublease subletting shall release or discharge Tenant from any liability under this Lease or be construed as consent by Landlord to any further assignment or subletting to any person or entity that is not an affiliate of Tenant and provided further that Tenant shall provide a true and complete copy of the fully-executed documentation pursuant effecting such permitted transfer as soon as reasonably possible either prior to which or after the assignment or subleaseeffective date thereof; and provided further, as applicablethat in the event of a permitted transfer, has been effectuated within ten (10) business days the assignee shall be deemed to have assumed all of the obligations of the Tenant hereunder from and after the effective date of such assignment the assignment, and in the case of a permitted subletting, the subtenant shall be deemed to have agreed to comply with all of Tenant's obligations under this Lease applicable to the subleased Premises from and after the effective date of the sublease, and, at Landlord's option, will agree to attorn to Landlord under the terms of the sublease in the event this Lease terminates before the sublease expires. Neither the sale or subleasetransfer of Tenant's capital stock, including, without limitation, a transfer in connection with the merger, consolidation or nonbankruptcy reorganization of Tenant and any sale through any private or public offering, nor the pledge of or grant of a security interest in any of the Tenant's capital stock shall be deemed an assignment, subletting or other transfer of the Lease or the Premises. Any permitted transferee For purposes of this section, the term "affiliate" means any corporation, limited liability company, partnership or other entity controlled by, controlling or under common control with Tenant, whether "control" means the ownership of at least fifty-one percent (a51%) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption the voting stock or other beneficial interest of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leasecontrolled entity.

Permitted Transfers. The provisions If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease or sublet the Premises (or any part thereof) other than pursuant to a Permitted Assignment (as defined below), then at least 15 business days before the date Tenant desires the assignment or sublease to be effective (the “Assignment Date”), Tenant shall give Landlord a notice (the “Assignment Notice”) containing such information about the proposed assignee or sublessee, including the proposed use of Section 8.1 shall not apply the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in or released or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy of any proposed assignment or sublease in its final form, and such other information as Landlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord may, by giving written notice to Tenant within 16 business clays after receipt of the Assignment Notice: (ai) a grant such consent, (ii) refuse such consent, in its sole and absolute discretion, if the proposed assignment, hypothecation or other transfer or subletting concerns more than (together with all other then effective subleases) 49% of the Premises, (iii) refuse such consent, in its reasonable discretion, if the proposed subletting concerns (together with all other then effective subleases) 49% or less of the Premises (provided that Landlord shall further have the right to review and approve or disapprove the proposed form of sublease prior to the effective date of any such subletting), or (iv) terminate this Lease with respect to the space described in the Assignment Notice as of the Assignment Date (an “Assignment Termination”). If Landlord delivers notice of its election to exercise an Assignment Termination, Tenant shall have the right to withdraw such Assignment Notice by written notice to Landlord of such election within 5 business days after Landlord’s notice electing to exercise the Assignment Termination. if Tenant withdraws such Assignment Notice, this Lease shall continue in full force and effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of the Assignment Date with respect to the space described in such Assignment Notice. No failure of Landlord to exercise any such option to terminate this Lease, or to deliver a timely notice in response to the Assignment Notice, shall be deemed to be Landlord’s consent to the proposed assignment, sublease or other transfer, except as provided in the second succeeding paragraph. Tenant shall reimburse Landlord for all of Landlord’s reasonable out-of-pocket expenses in connection with its consideration of any Assignment Notice. Notwithstanding the foregoing, Landlord’s consent to an assignment of this Lease or a subletting of any portion of the Premises to any entity controlling, controlled by or under common control with Tenant (each a “Control Permitted Assignment”) shall not be required, provided that Landlord shall have the right to approve the form of any such sublease or assignment. In addition, Tenant shall have the right to assign this Lease, upon 15 days prior written notice to Landlord but without obtaining Landlord’s prior written consent, to a corporation or other entity which is a successor-in-interest to Tenant, by way of merger, consolidation or corporate reorganization, or by the purchase of all or substantially all of the assets or the ownership interests of Tenant provided that in connection with each such transaction (each a “Corporate Permitted Assignment”) each of the sale of substantially all the original Tenant’s assets iffollowing conditions is Satisfied: (Ii) such sale of assets occurs on an arms’-length basismerger or consolidation, to an unrelated third partyor such acquisition or assumption, and as the case may be, is for a bona fide good business purpose and not primarily to transfer Tenant’s interest in this principally for the purpose of transferring the Lease; (ii) the net worth (as determined in accordance with generally accepted accounting principles (“GAAP”)) of the assignee is not less than $25,000,000, and (IIiii) upon the consummation such assignee shall agree in writing to assume all of the transfer or assignmentterms, the transferee or assignee is, in the sole, but reasonable determination of Landlord (covenants and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment conditions of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days arising after the effective date of such the assignment. Control Permitted Assignments and Corporate Permitted Assignments are hereinafter referred to as “Permitted Assignments.” Landlord shall have a period of 15 business days following receipt of an Assignment Notice and all related documents required to be delivered under this Lease to notify Tenant in writing of Landlord’s approval or disapproval of the proposed assignment or sublease. Any permitted transferee under (a) If Landlord fails to timely notify Tenant in writing of this Section 8.3 such election, Tenant shall execute send Landlord a second written request for approval of the proposed assignment or sublease specifying in all capital letters and deliver boldface type on page one of such notice the following: “YOUR FAILURE TO APPROVE OR DISAPPROVE OF THE ASSIGNMENT OR SUBLEASE SET FORTH IN THIS NOTICE WITHIN 10 BUSINESS DAYS SHALL ENTITLE THE UNDERSIGNED TO ENTER INTO SUCH ASSIGNMENT OR SUBLEASE WITHOUT YOUR CONSENT.” Tenant specifically acknowledges and agrees that neither Tenant’s initial Assignment Notice nor the second notice shall be deemed to have been delivered to Landlord unless copies of both of the same are sent to any Holder (as defined in Section 27), if any, as to which Tenant has been notified of the name and all documentation reasonably address of the Holder at the same time as they are sent to Landlord. If Landlord fails to respond to Tenant’s second request within 10 business days after Landlord’s receipt of such second notice and provided that any Holder, if any, received both notices as required by pursuant to the preceding sentence, Landlord in order shall be deemed to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (have approved such assignment or ability to comply) with (a)(II) abovesubletting. Notwithstanding anything to the contrary contained in this Section 8.322(b), in under no event may circumstances shall Tenant assign, mortgage, transfer, pledge be released from any obligations under this Lease nor shall any assignment or sublease this Lease alter the primary liability of Tenant for the payment of Rent or for the performance of any other obligations to any entity whatsoever ifbe performed by Tenant, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseunless Tenant is specifically released from liability in writing by Landlord.

Permitted Transfers. The provisions If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease or sublet the Premises, other than pursuant to a Permitted Assignment (as defined below), then at least 15 business days, but not more than 45 business days, before the date Tenant desires the assignment or sublease to be effective (the “Assignment Date”), Tenant shall give Landlord a notice (the “Assignment Notice”) containing such information about the proposed assignee or sublessee, including the proposed use of Section 8.1 shall not apply the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in or released or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy of any proposed assignment or sublease in its final form, and such other information as Landlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord may, by giving written notice to Tenant within 15 business days after receipt of the Assignment Notice: (ai) a grant such consent, (ii) refuse such consent, in its sole and absolute discretion, if the proposed assignment, hypothecation or other transfer or subletting concerns more than (together with all other then effective subleases) 50% of the Premises, (iii) refuse such consent, in its reasonable discretion, if the proposed subletting concerns (together with all other then effective subleases) 50% or less of the Premises (provided that Landlord shall further have the right to review and approve or disapprove the proposed form of sublease prior to the effective date of any such subletting), or (iv) terminate this Lease with respect to the space described in the Assignment Notice as of the Assignment Date (an “Assignment Termination”). If Landlord delivers notice of its election to exercise an Assignment Termination, Tenant shall have the right to withdraw such Assignment Notice by written notice to Landlord of such election within 5 business days after Landlord’s notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of the Assignment Date with respect to the space described in such Assignment Notice. No failure of Landlord to exercise any such option to terminate this Lease, or to deliver a timely notice in response to the Assignment Notice, shall be deemed to be Landlord’s consent to the proposed assignment, sublease or other transfer. Tenant shall pay to Landlord a fee equal to One Thousand Five Hundred Dollars ($1,500) in connection with its consideration of any Assignment Notice and/or its preparation or review of any consent documents. Notwithstanding the foregoing, Landlord’s consent to an assignment of this Lease in connection or a subletting of any portion of the Premises to any entity controlling, controlled by or under common control with Tenant (a “Control Permitted Assignment”) shall not be required, provided that Landlord shall have the sale right to approve the form of any such sublease or assignment. In addition, Tenant shall have the right to assign this Lease, upon 30 days prior written notice to Landlord but without obtaining Landlord’s prior written consent, to a corporation or other entity which is a successor-in-interest to Tenant, by way of merger, consolidation or corporate reorganization, or by the purchase of all or substantially all of the original Tenant’s assets if: or the ownership interests of Tenant provided that (Ii) such sale of assets occurs on an arms’-length basismerger or consolidation, to an unrelated third partyor such acquisition or assumption, and as the case may be, is for a bona fide good business purpose and not primarily to transfer Tenant’s interest in this principally for the purpose of transferring the Lease; , and (IIii) upon the consummation net worth (as determined in accordance with generally accepted accounting principles (“GAAP”)) of the transfer assignee is not less than the greater of the net worth (as determined in accordance with GAAP) of Tenant as of (A) the Commencement Date, or assignment, (B) as of the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all date of Tenant’s obligations hereunder; most current quarterly or annual financial statements, and (biii) an assignment such assignee shall agree in writing to assume all of the terms, covenants and conditions of this Lease (a “Corporate Permitted Assignment”). Control Permitted Assignments and Corporate Permitted Assignments are hereinafter referred to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease“Permitted Assignments.”

Permitted Transfers. The provisions Notwithstanding the above, Tenant may assign its entire interest under this Lease or sublease all or a portion of Section 8.1 shall not apply to the Premises without the consent of Landlord to: (i) an affiliate, subsidiary or parent of Tenant; (ii) any entity into which that Tenant or an affiliated party may merge or consolidate; (iii) any entity that acquires all or substantially all of the assets of Tenant; each a “Permitted Transfer” and such transferee a “Permitted Transferee”, provided that (a) a transfer or an assignment Tenant notifies Landlord at least twenty (20) days prior to the effective date of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) any such sale of assets occurs on an arms’-length basisPermitted Transfer, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of not in default and such assignment or sublease and is not a true and complete copy subterfuge by Tenant to avoid its obligations under this Lease, (c) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of the fully-executed documentation pursuant to which original Tenant on the assignment or sublease, as applicable, has been effectuated within ten (10) business days after day immediately preceding the effective date of such assignment or subleasesublease and reasonably sufficient to comply with the obligations under this Lease, (d) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and (e) the liability of such Permitted Transferee under either an assignment or sublease shall be joint and several with Tenant and each Guarantor. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver Tenant’s notice to Landlord any shall include information and all documentation reasonably required by Landlord in order to evidence assignee’s assumption showing that each of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) aboveabove conditions has been satisfied. Notwithstanding anything to the contrary contained As used in this Section 8.316.8, in no event may (w) “parent” shall mean a company which owns a majority of Tenant’s voting equity; (x) “subsidiary” shall mean an entity wholly owned by Tenant assignor at least fifty-one percent (51%) of whose voting equity is owned by Tenant; (y) “affiliate” shall mean an entity controlled by, mortgagecontrolling or under common control with Tenant; and (z) “control” shall mean the possession, transferdirect or indirect, pledge of the power to direct or sublease this Lease to any entity whatsoever if, at cause the time direction of such assignment, mortgage, transfer, pledge the management and policies of a person or sublease, a Default has occurred and remains continuing under this Leaseentity.

Permitted Transfers. The provisions of Section 8.1 shall Notwithstanding the above, provided Tenant is not apply to (a) a transfer or an assignment in default of this Lease in connection beyond applicable notice and cure periods, then Tenant shall have the right to assign this Lease or sublet the Premises without Landlord’s consent (a “Permitted Transfer”), but with the sale of substantially all the original no less than ten (10) days’ prior notice to Landlord (unless Tenant’s assets if: disclosure of such Transfer is prohibited under a confidentiality agreement to which Tenant is a party, in which event notice shall be provided to Landlord within ten (I10) days following such sale of assets occurs on an arms’-length basisTransfer), to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (IIi) upon the consummation any person that as of the transfer date of determination and at all times thereafter directly, or assignmentindirectly through one or more intermediaries, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control withwith Tenant, Tenant; or (cii) a subletting any entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets are transferred (any of the foregoing, an “Affiliated Company”); provided, however, that in any such event: (w) use of the Premises or any part thereof. In shall be for the case of an assignment or sublease Permitted Use; (x) the assignee shall have a net worth that is expressly permitted pursuant equal to or in excess of the net worth of the original Tenant as of the date of execution of this Lease, and Landlord has been provided with financial statements or evidence otherwise reasonably satisfactory to Landlord of the same; (ay) any such assignment shall be for an independent business purpose and not a means to circumvent the provisions of this Article 12, and (z) the purpose or (c) result of such Transfer shall not be to liquidate or substantially reduce the net worth of Tenant or such assignee. For the purposes of this Section 8.312.6, Tenant the term “control” shall nevertheless be required mean the direct or indirect ownership of 50% or more of an entity and the ability to provide Landlord with notice control the day-to-day operations of such assignment entity whether through the board of directors or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseotherwise.

Permitted Transfers. The provisions Notwithstanding anything to the contrary herein, Tenant may, without Landlord’s prior written consent (1) permit the occupancy or use of Section 8.1 shall not apply the Premises by any entity controlling, controlled by or under common control with Tenant (an “Affiliate”), and (2) sublet the Premises or assign this Lease to (a) an Affiliate of Tenant, (b) an entity related to Tenant by merger, consolidation or reorganization, or (c) a transfer purchaser of all or an assignment of this Lease in connection with the sale of substantially all the original of Tenant’s assets if: (Ieach, a “Permitted Transfer” to a “Permitted Transferee”) provided that (i) Tenant notifies Landlord of any such occupancy, assignment or sublease prior to the effective date thereof and promptly supplies Landlord with any documents or information requested by Landlord regarding such occupancy, assignment or sublease or such Affiliate (including, in the event of an assignment, evidence of the assignee’s assumption of Tenant’s obligations under this Lease), (ii) such sale of assets occurs on an arms’-length basisassignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) such occupancy, assignment or sublease does not cause Landlord to be in default under any lease at the Project, (iv) with respect to an unrelated third partyassignment only, the net worth of such Affiliate is at least equal to the net worth of Tenant as of the date immediately preceding the Transfer, and is for (v) with respect to a bona fide business purpose subletting only, Tenant and such Affiliate execute Landlord’s standard consent to sublease form. The provisions of this Section 14.8 shall not primarily be available to transfer any assignee or sublessee of Tenant’s interest in this Lease; and (II) upon , unless such Transferee obtained its interest in this Lease pursuant to the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment provisions of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereofSection 14.8. In the case of an no event shall Tenant be released from liability in connection with any assignment or sublease that is expressly permitted to and Affiliate pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy 14.8. For the avoidance of the fully-executed documentation pursuant doubt, the profit sharing and recapture provisions of Sections 14.3 and 14.4 above shall not apply to which the assignment or subleasea Permitted Transfer. ARTICLE 15 SURRENDER OF PREMISES, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.OWNERSHIP AND REMOVAL OF TRADE FIXTURES

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3Lease, in no event may as long as the named Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at a Successor or Related Entity (both as hereinafter defined) of the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing named Tenant is the Tenant under this Lease., Tenant (or such Successor or Related Entity, as applicable), may without Landlord’s consent, but upon not less than ten (10) days prior written notice to Landlord, permit a Successor or Related Entity of the named Tenant (or such Successor or Related Entity of the named Tenant, as applicable), to sublet all or a portion of the Premises or to take an assignment of this Lease for any of the purposes permitted to Tenant, subject however to compliance with Tenant’s obligations under this Lease, provided that: (a) no Event of Default shall have occurred and be continuing, (b) prior to such subletting or assignment, Tenant furnishes Landlord with the name of any such Successor or Related Entity, as the case may be, and in the case of a Transfer to a Related Entity Tenant delivers to Landlord a certification of Tenant, and such other evidence that is reasonably satisfactory to Landlord, that such subtenant or assignee is a Related Entity, (c) the Successor or Related Entity, as the case may be, shall have a tangible net worth at least equal to the greater of: (i) the tangible net worth of Tenant on the date hereof and (ii) the tangible net worth of Tenant (or such Successor or Related Entity of Tenant, as applicable) immediately prior to the Transfer, and Landlord shall have been provided with evidence reasonably satisfactory to Landlord thereof, and (d) the transfer was made for a legitimate independent purpose and, if this Lease is being transferred, not merely for the purpose of transferring this Lease. No such assignment or sublease shall be effective until a copy of the executed assignment, sublease or other applicable agreement has been delivered to Landlord and Tenant has established to Landlord’s reasonable satisfaction that the applicable provisions of this Article 17 are fully complied with. Such subletting shall not be deemed to vest in any such Successor or Related Entity, as the case may be, any right or interest in this Lease or the Premises, nor shall any such subletting or assignment relieve, release, impair or discharge any of Tenant’s obligations hereunder. Notwithstanding anything to the contrary contained herein, neither the Recapture Right nor Tenant’s obligation to share excess consideration with Landlord pursuant to the terms of Section 17.08 hereof shall apply to Transfers pursuant to Section 17.09 and Section 17.10. As used herein, the following terms shall be defined as follows:

Permitted Transfers. The provisions Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, permit a Change of Section 8.1 shall not apply Control to occur, sublease any portion of the Premises to an Affiliate of Tenant or assign this Lease to (a) an Affiliate of Tenant, (b) a transfer successor to Tenant by merger or an assignment consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Permitted Transfer, Tenant notifies Landlord of such Permitted Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto (provided that if advanced notice is prohibited by a confidentiality agreement or Law, then Tenant shall give Landlord written notice and deliver such documents within 10 days after the effective date of the proposed Permitted Transfer), including reasonable documentation that the Permitted Transfer satisfies the requirements of this Lease Section 14.8; (ii) in the case of a sublease, the subtenant executes and delivers to Landlord, at least 10 business days before taking occupancy, an agreement reasonably acceptable to Landlord which (A) requires the subtenant to assume all of Tenant’s indemnity and insurance obligations hereunder with respect to the Contemplated Transfer Space and to be bound by each provision hereof that limits the liability of any Landlord Party, and (B) provides that if either a Landlord Party or the subtenant institutes a suit against the other for violation of or to enforce such agreement, or in connection with any matter relating to the sale of substantially all sublease or the original Tenantsubtenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation occupancy of the transfer or assignmentContemplated Transfer Space, the transferee or assignee isprevailing party shall be entitled to all of its costs and expenses, including reasonable attorneys’ fees; (iii) in the solecase of an assignment pursuant to clause (a) or (c) above, but reasonable determination the assignee executes and delivers to Landlord, at least 10 business days before the assignment(provided that if advanced notice is prohibited by a confidentiality agreement or Law, then Tenant shall deliver to Landlord within 10 days after the effective date of Landlord (and its lender, if applicablethe proposed Permitted Transfer), capable of satisfying a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (iv) in the case of an assignment pursuant to clause (b) an assignment above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Permitted Transfer that is not less than the Net Worth of Tenant immediately before the Permitted Transfer, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (v) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (vi) in the case of a Change of Control, (a) Tenant is not a closely held professional service firm, and (b) the Tenant’s Net Worth immediately after the Change of Control is not less then its Net Worth immediately before the change of Control; and (vii) the Permitted Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Lease Section 14. As used herein, “Affiliate” means, with respect to any party, a successor to Tenant by merger, consolidation, reorganization person or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of controlled by such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseparty.

Permitted Transfers. The provisions of Section 8.1 shall not apply If Tenant desires to (a) a assign, sublease, hypothecate or otherwise transfer or an assignment of this Lease or sublet the Premises, then at least 15 business days before the date Tenant desires the assignment or sublease to be effective (“Assignment Date”), Tenant shall give Landlord a notice (“Assignment Notice”) containing such information about the proposed assignee or sublessee, including the proposed use of the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in or released or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy of any proposed assignment or sublease in its final form, and such other information as Landlord may reasonably request for its consideration whether to grant its consent, (f the proposed assignment or sublease is not then available in its final form, Tenant shall provide Landlord with a copy of the letter of intent or other document containing the material terms and conditions of the proposed assignment or subletting. Landlord may, by giving written notice to Tenant within 15 business days after receipt of the Assignment Notice: (i) grant such consent, (ii) refuse such consent, in its reasonable discretion (provided that Landlord shall further have the right to review and reasonably approve or disapprove the proposed form of sublease prior to the effective date of any such subletting), or (iii) terminate this Lease with respect to the space described in the Assignment Notice as of the Assignment Date as long as the proposed subletting described in the Assignment Notice involves all or substantially all of the Premises (an “Assignment Termination”). If Landlord delivers notice of its election to exercise an Assignment Termination, Tenant shall have the right to withdraw such Assignment Notice by written notice to Landlord of such election within 5 business days after Landlord’s notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein gran xxx, shall terminate as of the Assignment Date with respect to the space described in such Assignment Notice. No failure of Landlord to exercise any such option to terminate this Lease, or to deliver a timely notice in response to the Assignment Notice, shall be deemed to be Landlord’s consent to the proposed assignment, sublease or other transfer. Tenant shall reimburse Landlord for all of Landlord’s reasonable out-of-pocket expenses in connection with its consideration of any Assignment Notice. Notwithstanding any contrary provision contained in this Section Tenant shall have the sale right to assign this Lease, upon 20 days prior written notice to Landlord but without obtaining Landlord’s prior written consent, to a corporation or other entity that is a successor-in-interest to Tenant, by way of merger, consolidation, or corporate reorganization, or by the purchase of all or substantially all of the original Tenant’s assets if: or the ownership interests of Tenant provided that (Ii) such sale of assets occurs on an arms’-length basismerger or consolidation, to an unrelated third partyor such acquisition or assumption, and as the case may be, is for a bona fide good business purpose and not primarily to transfer Tenant’s interest in principally for the purpose of transferring this Lease; , and (IIii) upon the consummation net worth of the transfer or assignmentassignee is at least equal to the net worth of Tenant as of the Commencement Date, the transferee or and (iii) such assignee is, shall agree in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying writing to assume all of Tenant’s obligations hereunder; (b) an assignment the terms, covenants and conditions of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days arising after the effective date of such the assignment or sublease(a “Permitted Assignment”). Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained The net worth determinations set forth in this Section 8.3, paragraph shall be made in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.accordance with GAAP,

Permitted Transfers. The provisions of Section 8.1 Permitted Transfer of the Property. From and after the date that is one year after the Closing Date, Lender shall not apply withhold its consent to the conveyance of the Property to a Permitted Transferee provided that (a) Borrower shall give Lender written notice of such Transfer request not less than sixty (60) days prior to the proposed date of such Transfer and pay to Lender a non-refundable processing fee in the amount of $25,000, (b) Lender has received a Rating Agency Confirmation as to the conveyance of the Property to the Permitted Transferee, (c) Lender has received an agreement, acceptable to it in its sole discretion, pursuant to which Permitted Transferee assumes all of Borrower's obligations under the Loan Documents, (d) Lender receives a transfer fee equal to (1) for the first assumption, 0.5% of the then-outstanding amount of the Loan (but in no event less than $15,000) and (2) for any subsequent assumption, 1% of the then-outstanding amount of the Loan (but in no event less than $15,000), (e) Lender shall have received such documents, certificates and legal opinions as it may reasonably request, (f) no Event of Default or an assignment of this Lease in connection event which with the sale giving of substantially all notice or the original Tenant’s assets if: passage of time or both would constitute an Event of Default shall have occurred and remain uncured; (Ig) such sale the Permitted Transferee and its property manager shall have sufficient experience in the ownership and management of assets occurs on an arms’-length basis, properties similar to an unrelated third partythe Property, and is for Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Permitted Transferee without approving the substitution of the property manager); (h) the Permitted Transferee shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender, evidencing such Permitted Transferee's agreement to abide and be bound by the terms of the Note, this Agreement and the other Loan Documents and an Affiliate of such Permitted Transferee acceptable to Lender shall execute a bona fide business purpose recourse guaranty and not primarily an environmental indemnity in form and substance identical to transfer Tenant’s interest in this Leasethe Guaranty and Environmental Indemnity, respectively, with such changes to each of the foregoing as may be reasonably required by Lender, together with such legal opinions and title insurance endorsements as may be reasonably requested by Lender; and (IIi) upon the consummation prior to any release of the transfer Guarantor, a substitute guarantor acceptable to Lender shall have assumed the Guaranty executed by Guarantor or assignmentexecuted a replacement guaranty reasonably satisfactory to Lender. Notwithstanding the foregoing or anything herein to the contrary, Borrower may not exercise its rights pursuant to this Section 8.1 during the transferee or assignee is, in period that commences on the sole, but reasonable determination date that is sixty (60) days prior to the date of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting any intended Securitization of the Premises or any part thereof. In Loan and ending on the case of an assignment or sublease date that is expressly permitted pursuant to sixty (a60) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) Securitization of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this LeaseLoan.

Permitted Transfers. The provisions Notwithstanding any contrary provision hereof, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, (i) sublease any portion of Section 8.1 shall not apply the Premises to an Affiliate of Tenant, (ii) assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a transfer merger or an assignment consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets, or (iii) permit a Change of Control to occur (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer, Tenant notifies Landlord of such Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Lease Section 14.8; (ii) in the case of a sublease, the subtenant executes and delivers to Landlord, at least 10 business days before taking occupancy, an agreement reasonably acceptable to Landlord which (A) requires the subtenant to assume all of Tenant’s release, waiver, indemnity and insurance obligations hereunder with respect to the Contemplated Transfer Space and to be bound by each provision hereof that limits the liability of any Landlord Party, and (B) provides that if either a Landlord Party or the subtenant institutes a suit against the other for violation of or to enforce agreement, or in connection with any matter relating to the sale of substantially all sublease or the original Tenantsubtenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation occupancy of the transfer Contemplated Transfer Space, the prevailing party shall be entitled to all of its costs and expenses, including reasonable attorneys’ fees; (iii) in the case of an assignment pursuant to clause (ii)(a) or (ii)(c) above, the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the transferee or assignee isassumes, in the solefor Landlord’s benefit, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (biv) in the case of an assignment pursuant to clause (ii)(b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is not less than the Net Worth of Tenant immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (v) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (vi) in the case of a Change of Control, (A) Tenant is not a closely held professional service firm, and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vii) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Lease Section 14. As used herein “Affiliate” means, with respect to any party, a successor to Tenant by merger, consolidation, reorganization person or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of controlled by such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseparty.

Permitted Transfers. The provisions of Section 8.1 shall not apply Notwithstanding anything to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest contrary contained in this Lease; and , (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (bi) an assignment or subletting of this Lease to all or a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or portion of the Premises to an affiliate of Tenant (an entity that controls, which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease (each, an “Affiliate”), (ii) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant; 's stock on a nationally-recognized stock exchange, (iii) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (civ) a subletting an assignment of the Premises Lease to an entity which is the resulting entity of a merger or consolidation of Tenant during the Term, shall not be deemed a Transfer requiring Landlord's consent under this Paragraph 28 (any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to transfer described in items (ai) or through (civ) of this Section 8.3Paragraph 28.F herein referred to as a “Permitted Transfer”, any such assignee or sublessee described in items (i) through (iv) of this Paragraph 28.F herein referred to as a "Permitted Transferee"), provided that (A) Tenant shall nevertheless be required notifies Landlord at least fourteen (14) days prior to provide Landlord with notice the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such Transfer or Permitted Transferee as set forth above (provided that, if prohibited by confidentiality in connection with a true and complete copy of the fully-executed documentation pursuant to which the assignment proposed purchase, merger, consolidation, IPO, or subleasereorganization, as applicable, has been effectuated then Tenant shall give Landlord written notice within ten (10) business days after the effective date of the proposed purchase, merger, consolidation, IPO, or reorganization), (B) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (D) excepting Affiliates, such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. Any permitted transferee under , (aE) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge assignment or sublease relating to this Lease to Lease, whether with or without Landlord's consent, shall relieve Tenant from any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing liability under this Lease, and (F) the liability of such Permitted Transferee under either an assignment or sublease shall be joint and several with Tenant. An assignee of Tenant's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a "Permitted Transferee Assignee." "Control," as used in this Paragraph 28.F, shall mean the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of more than fifty percent (50%) of the voting interest in, any person or entity.

Permitted Transfers. The (i) a Lease entered into in accordance with the Loan Documents, (ii) a Permitted Encumbrance, (iii) a Transfer of a Property or an Outparcel in accordance with Section 2.4.2 or 2.4.3, (iv) a Special Transfer in accordance with the requirements set forth in Section 5.16, (v) a Transfer of publicly traded shares or of operating partnership units in Sole Member or Konover Property Trust, Inc., or (vi) provided that no Default or Event of Default shall then exist, a Transfer of a direct or indirect interest in Sole Member to any Person; provided that if such Transfer described in this clause (vi) causes the transferee (together with its Affiliates) to acquire Control of Borrower or Sole Member or to increase its direct or indirect interest in Borrower or in Sole Member to an amount which equals or exceeds 49%, (A) such Transfer shall have been approved by Lender in its reasonable discretion (and any other participant or holder of a beneficial interest in the Loan in its reasonable discretion; provided, however, with respect to obtaining such consent from any such other participant or holder of a beneficial interest in the Loan, Lender and Borrower hereby agree that Lender and/or CDC shall bear the responsibility for obtaining such consent, and Borrower's sole obligation with respect thereto shall be to request a consent thereto from Lender and CDC in accordance with the terms and provisions of Section 8.1 this Agreement, and unless the response from Lender or CDC indicates otherwise, then any approval or deemed approval by Lender or CDC shall not apply be deemed an approval by such other participants or holders of a beneficial interest in the Loan) and CDC in its reasonable discretion, (B) Borrower shall pay to (a) Lender a transfer or fee in an assignment amount equal to 1% of this Lease the unpaid Principal and shall reimburse Lender for all reasonable expenses incurred by Lender in connection with such Transfer, (C) Borrower shall deliver to Lender a substantive non_consolidation opinion with respect to Borrower in form and substance satisfactory to Lender and the sale applicable Rating Agencies and (D) if such Transfer occurs after a Secondary Market Transaction, Borrower, at its sole cost and expense, shall deliver (or caused to be delivered) to Lender a Rating Comfort Letter. Notwithstanding the foregoing, with respect to any Transfer that requires consent from Lender and CDC (and any other participant or holder of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s beneficial interest in this Lease; the Loan), provided that no Event of Default is continuing, if Borrower provides Lender and CDC with a written request for approval (IIwhich written request shall specifically refer to Section 5.16 and shall explicitly state that failure by Lender and CDC to approve or disapprove within 20 Business Days will constitute a deemed approval) upon the consummation and Lender and/or CDC fail to respond to Borrower within 20 Business Days after receipt by Lender and CDC of the transfer or assignmentrequest, the transferee or assignee isproposed Transfer shall be deemed approved by the non-responding party (i.e., in the soleLender and/or CDC, but reasonable determination of Landlord (and its lender, if as applicable), capable and the condition described in clause (A) above shall be deemed satisfied as to such non-responding party. Person: any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other person or entity, and any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting any of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseforegoing.

Permitted Transfers. The provisions of Section 8.1 shall not apply Notwithstanding anything to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest contrary contained in this Lease, Landlord and Tenant agree that, so long as no default by Tenant exists under this Lease and Dot Hill Systems Corporation or its Permitted Transferee is the Tenant hereunder, and subject to the satisfaction of the conditions set forth in this Section 11.2, Tenant may assign this Lease or sublet all or a portion of the Premises, or any portion thereof, without Landlord’s consent to a Permitted Transferee (as hereinafter defined) of Dot Hill Systems Corporation (hereinafter, each a “Permitted Transfer”), without the prior written consent of Landlord, but otherwise subject to all of the terms and conditions of this Article 11, except that Tenant shall not be obligated to pay the amounts contemplated under Section 11.4 below. Notwithstanding the foregoing, such assignment or sublease shall not be effective until Tenant has given Landlord all of the following at least thirty (30) days prior to the effective date of such Permitted Transfer: (i) written notice of such assignment or sublease; (ii) the identity of the Permitted Transferee and evidence (reasonably satisfactory to Landlord) that such entity qualifies as a Permitted Transferee of Dot Hill Systems Corporation; (iii) an executed copy of the assignment or sublease (which shall include an undertaking by the assignee or subtenant to assume, perform and be bound by all of the obligations of Tenant under this Lease with respect to the portion of the Premises assigned or subleased and which shall specify that such assignment or sublease is not effective until the conditions in this Section 11.2 have been satisfied); and (IIiv) upon if such assignee or subtenant is not an Affiliate (as defined below) of Dot Hill Systems Corporation, such financial information with respect to the consummation assignee or subtenant as Landlord may reasonably request to verify the tangible net worth requirements set forth below. In no event shall any Permitted Transfer release Dot Hill Systems Corporation as Tenant from any liability under this Lease. As used herein, a “Permitted Transferee” shall mean a domestic entity (specifically excluding a joint venture) formed, existing and governed pursuant to the laws of one of the transfer fifty (50) states of the United States of America (or assignment, the transferee or assignee is, in the sole, but reasonable determination District of Landlord (and its lender, if applicableColumbia), capable of satisfying all of Tenant’s obligations hereunder; which (bi) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control withwith Tenant (an “Affiliate”); (ii) results from a merger of, reorganization of, or consolidation with Tenant; or (ciii) a subletting acquires substantially all of the Premises stock or any part thereof. In assets of Tenant, as a going concern, with respect to the case of an assignment or sublease business that is expressly permitted pursuant being conducted in the Premises; provided, however, with respect to (a) any Permitted Transferee that is not an Affiliate of Dot Hill Systems Corporation, such Permitted Transferee must have a tangible net worth equal to or (c) greater than the tangible net worth of Dot Hill Systems Corporation as of the Effective Date of this Lease. For purposes of this Section 8.311.2, “tangible net worth” shall mean (x) total assets, minus (y) goodwill and/or any other intangible assets, and total liabilities. In addition, a sale or transfer of the capital stock or interests in or memberships in Tenant shall nevertheless be required to provide Landlord deemed a Permitted Transfer if such sale or transfer occurs in connection with notice any bona fide financing or capitalization for the benefit of Dot Hill Systems Corporation, as long as such assignment sale does not (or sublease is not part of a series of sales or transfers that) result in the ownership of fifty-one percent (51%) or more of both (A) the ownership and/or economic interest, and a true and complete copy (B) the voting securities (or possession of the fully-executed documentation pursuant right to which vote the assignment or subleasevoting interest in the ordinary direction of the entity’s affairs), as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this LeaseDot Hill Systems Corporation.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an An “Affiliate” means any entity that (i) controls, is controlled by, or is under common control withwith Tenant, (ii) results from the transfer of all or substantially all of Tenant; ’s assets or stock, or (ciii) a subletting results from the merger or consolidation of Tenant with another entity. “Control” means the direct or indirect ownership of more than fifty percent (50%) of the Premises or any part thereof. In the case voting securities of an assignment entity or sublease that is expressly permitted pursuant possession of the right to vote more than fifty percent (a) or (c50%) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy the voting interest in the ordinary direction of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assigneeentity’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) aboveaffairs. Notwithstanding anything to the contrary contained in this Section 8.3Lease, in no event may Tenant assign, mortgage, transfer, pledge Landlord’s consent is not required for any assignment of this Lease or sublease this Lease of all or a portion of the Premises to an Affiliate so long as the following conditions are met: (a) at least ten (10) business days before any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge assignment or sublease, a Default Landlord receives written notice of such assignment or sublease (as well as any documents or information reasonably requested by Landlord regarding the proposed intended transfer and the transferee): (b) Tenant is not then and has occurred and remains continuing not been in default under this Lease; (c) if the transfer is an assignment or any other transfer to an Affiliate other than a sublease, the intended assignee assumes in writing all of Tenant’s obligations under this Lease relating to the Premises in form satisfactory to Landlord or, if the transfer is a sublease, the intended sublessee accepts the sublease in form satisfactory to Landlord; (d) the intended transferee has a tangible net worth, as evidenced by financial statements delivered to Landlord and certified by an independent certified public accountant in accordance with generally accepted accounting principles that are consistently applied, at least equal to thirteen million ($13,000,000.00) dollars; (e) the Premises shall continue to be operated solely for the use specified in the Basic Lease Information; and (f) Tenant shall pay to Landlord Landlord’s standard fee for approving assignments and sublease and all costs reasonably incurred by Landlord or any mortgagee or ground lessor for such assignment or subletting, including, without limitation, reasonable attorneys’ fees. No transfer to an Affiliate in accordance with this subparagraph shall relieve Tenant named herein of any obligation under this Lease or alter the primary liability of Tenant named herein for the payment of Rent or for the performance of any other obligation to be performed by Tenant, including the obligations contained in Paragraph 25 with respect to any Affiliate.

Permitted Transfers. The provisions Notwithstanding anything to the contrary in the Lease, Tenant may, without Landlord’s prior written consent and without payment of Section 8.1 shall not apply any amount to Landlord, sublet the Premises or assign the Lease to (a) a transfer subsidiary, affiliate, division or an assignment of this Lease in connection corporation controlling, controlled by or under common control with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor corporation related to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled bynonbankruptcy reorganization, or is under common control withgovernment action, Tenant; or (c) a subletting purchaser of substantially all of Tenant’s assets located in the Premises or any part thereof. In the case of an assignment or sublease Premises, provided, however, that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant effecting such permitted transfer as soon as reasonably possible either prior to which or after the assignment or subleaseeffective date thereof; and provided further, as applicablethat in the event of a permitted transfer, has been effectuated within ten (10) business days the assignee shall be deemed to have assumed all of the obligations of the Tenant hereunder from and after the effective date of such assignment or the assignment, and in the case of a permitted subletting, the subtenant shall be deemed to have agreed to comply with all of Tenant’s obligations under this Lease applicable to the subleased Premises from and after the effective date of the sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver , and, at Landlord’s option, will agree to attorn to Landlord any and all documentation reasonably required by Landlord under the terms of the sublease in order to evidence assigneethe event this Lease terminates before the sublease expires. Neither the sale or transfer of Tenant’s assumption of all obligations capital stock, including, without limitation, a transfer in connection with the merger, consolidation or nonbankruptcy reorganization of Tenant hereunder and to evidence any sale through any private or public offering, nor the assigneepledge of or grant of a security interest in any of the Tenant’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such capital stock shall be deemed an assignment, mortgage, transfer, pledge subletting or sublease, a Default has occurred and remains continuing under this Leaseother transfer of the Lease or the Premises.

Permitted Transfers. The provisions of (A) Notwithstanding anything to the contrary contained in Section 8.1 shall not apply to 18, (a) a transfer Transfer (by one or an assignment more Transfers) of this Lease a controlling portion of or interest in connection with the sale stock, partnership interests, membership interests or other equity interests of substantially all Tenant shall not require the original Tenant’s assets if: (I) such sale consent of assets occurs on an arms’-length basis, to an unrelated third partyLandlord, and is for a bona fide business purpose and not primarily to transfer Tenant’s (b) Tenant may assign its interest in this Lease or sublet all or any part of the Premises (1) to any entity controlling, controlled by, or under common control with Tenant, or (2) to any successor to Tenant by purchase, merger, consolidation or similar business reorganization (each a “Permitted Transfer”) without the consent of Landlord; provided, however, that (i) there is not then occurring an Event of Default (or there is not then occurring an event which with passage of time or the giving of notice, or both, would constitute an Event of Default) under this Lease; and (IIii) upon if the consummation proposed transferee is a successor to Tenant by purchase, said proposed transferee shall acquire all or substantially all of the transfer stock or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all assets of Tenant’s obligations hereunder; (b) an assignment of this Lease to business or, if the proposed transferee is a successor to Tenant by merger, consolidation, reorganization consolidation or similar corporate restructuring business reorganization, the continuing or to an surviving entity that controls, is controlled by, shall own all or is under common control with, Tenant; or (c) a subletting substantially all of the Premises assets of Tenant’s business; (iii) such proposed transferee shall have a Net Worth (as hereinafter defined) which is sufficient, in Landlord’s commercially reasonable opinion, to enable the proposed transferee to satisfy the obligations of Tenant under this Lease, as evidenced to Landlord’s reasonable satisfaction; (iv) Tenant shall not be released from any obligation under this Lease or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to liability hereunder; and (av) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide give Landlord with written notice of such assignment or sublease as soon as reasonably practicable and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within in no event more than ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) the Permitted Transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 8.3 provision have been satisfied. As used herein, “Net Worth” shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations be the tangible net worth of Tenant hereunder and to evidence the assignee’s compliance (or ability to complyexcluding any guarantors) with (a)(II) aboveestablished under generally accepted accounting principles consistently applied. Notwithstanding anything to the contrary contained foregoing, if equity interests in this Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment for the purposes of Section 8.318. If requested by Landlord, the transferee shall sign Landlord’s commercially reasonable form of assumption agreement. Tenant acknowledges and agrees that Section 18.4 (No Release) and Section 41 (OFAC List) shall also apply in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, connection with a Default has occurred and remains continuing under this LeasePermitted Transfer.

Permitted Transfers. The provisions of Section 8.1 shall (i) Notwithstanding anything contained in this Article 4 to the contrary, provided Tenant is not apply to (a) a transfer or an assignment of in default under this Lease in connection with the sale of substantially all the original Tenant’s assets if: for which Tenant had previously received notice (I) such sale of assets occurs on an arms’-length basis, subject to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicableSection 12.5(d)), capable of satisfying all of Tenant’s obligations hereunder; Tenant may, upon not less than thirty (b30) an assignment of this Lease days prior written notice to a successor to Tenant by merger, consolidation, reorganization Landlord or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after consummation of the effective date transfer if Tenant is prevented from providing prior notice due to a confidentiality agreement, law, or administrative rule or order (which notice shall contain a written certificate from Tenant, signed by an authorized representative of Tenant, containing a representation as to the legal and beneficial relationship of Tenant and the proposed assignee, transferee or subtenant) but without Landlord’s prior written consent and without being subject to Landlord’s rights and Tenant’s obligations set forth in Sections 4.4 and 4.5 below, assign or transfer its entire interest in this Lease or sublease all or any part of the Demised Premises to any of the following (each, an “Affiliate”): (A) to an entity into or with which Tenant shall be merged or consolidated, or to which all or substantially all of the assets or stock of Tenant are transferred or sold, or (B) to an entity which shall control directly or indirectly, be controlled by or be under common control with Tenant, with control deemed to be ownership of more than fifty percent (50%) of the stock or other voting interest of the controlled entity; provided that, in the event of any assignment pursuant to clause (A) or clause (B) herein, (1) such entity described in clause (A) or (B) herein, as applicable, shall assume in writing all of the obligations and liabilities of Tenant under this Lease (without relieving Tenant therefrom), and (2) such transfer shall be undertaken for a valid business purpose (other than to transfer the benefit of this Lease) and the purpose of such transfer is not to circumvent the restrictions on subletting and assignment provided in this Article 4, and (3) the entity described in either clause (A) or clause (B) above has (y) received all or substantially all (90%) of the assets held by Tenant prior to the merger or other sale, and (z) a net worth equivalent to that of Tenant prior to the merger or other sale. In the event of any such assignment or sublease. Any subletting permitted transferee under (a) hereunder, Tenant shall remain fully liable as a primary obligor for the payment of this Section 8.3 shall execute all rent and deliver to Landlord any other charges required hereunder and all documentation reasonably required by Landlord in order to evidence assignee’s assumption for the performance of all obligations of to be performed by Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leasehereunder.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3SECTION 11.01 above, in no event may Tenant assignshall have the right, mortgagewithout Landlord's consent, transfer, pledge to (a) sublet all or sublease part of the Leased Premises or assign all or any part of this Lease to any related corporation or other entity whatsoever ifwhich controls Tenant, at is controlled by Tenant or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's assets or property; or (b) effectuate any public offering or other sale or trading of Tenant's stock through the time "over the counter market" or through any U.S. or foreign recognized stock exchange, regardless of whether same results in a change in control of Tenant, provided that in the event of a transfer pursuant to clause (a), (i) the tangible net worth after any such assignmenttransaction is not less than the tangible net worth of Tenant as of the date hereof, mortgage(ii) such successor entity assumes all of the obligations and liabilities of Tenant, transferand (iii) Tenant gives ten (10) days prior notice to Landlord (any such entity hereinafter referred to as a "Permitted Transferee"). For the purpose of this ARTICLE 11 (x) "control" shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, pledge or subleaseand (y) "tangible net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, a Default has occurred patents and remains continuing trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Except as aforesaid, any change in control of Tenant resulting from a merger, consolidation, or stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this SECTION 11.03 shall be deemed an assignment or transfer that requires Landlord's prior written consent pursuant to SECTION 11.01 above.

Permitted Transfers. The provisions 16.7.1 Provided that no Event of Section 8.1 Default shall have occurred and remain uncured, Tenant may, upon not apply less than ten (10) Business Days’ prior notice to (a) a transfer or an assignment of Landlord, but without obtaining Landlord’s consent, assign this Lease in connection with the sale of substantially or sublease all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting any part of the Premises or any part thereof. In to a Tenant Affiliate (as defined in Section 16.7.3 below), for so long as such Tenant Affiliate shall remain an Affiliate of the case of an assignment or sublease Tenant initially named herein, provided that is expressly permitted pursuant (i) the Tenant Affiliate shall continue to use the Premises for the Use and for no other use and (aii) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of deliver a duplicate original duly executed sublease or assignment and assumption agreement evidencing such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated Landlord within ten (10) business days after the effective date execution thereof, which instrument shall comply with the provisions of Section 16.4 hereof. Notwithstanding any such assignment or subleasesubletting, Tenant shall remain fully and primarily liable for the obligations of the Tenant under this Lease. Any permitted transferee under (a) assignment or sublease effected in accordance with the provisions of this Section 8.3 16.7 shall execute be subject to all of the provisions of this Article16 (including, without limitation, Section 16.4), except that such assignment or sublease shall not be subject to the provisions of Sections 16.2 and deliver 16.5. If any time following an assignment or subletting to Landlord any a Tenant Affiliate, such assignee or subtenant shall cease to be a Tenant Affiliate, then Tenant shall, prior to the date such assignee or subtenant shall cease to be a Tenant Affiliate, either (I) obtain Landlord’s consent to such assignment or subletting to such Tenant Affiliate, as the case may be, in accordance with the provisions of this Article 16, or (II) (x) in the event of an assignment of this Lease, assign this Lease back to the Tenant named herein or to the entity which was the Tenant immediately prior to such assignment to the Tenant Affiliate and all documentation reasonably required by Landlord (y) in order to evidence assignee’s assumption the event of a sublease of all obligations or any part of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3Premises, terminate such sublease and, in no event either of said cases, cause the assignee or subtenant, as the case may Tenant assignbe, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at vacate the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this LeasePremises.

Permitted Transfers. The provisions of Section 8.1 Without Landlord’s prior consent, which shall not apply to (a) a transfer be unreasonably withheld, conditioned, or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basisdelayed, to an unrelated third party, and is for a bona fide business purpose and Tenant shall not primarily to transfer Tenant’s interest in assign this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of sublease the Premises or any part thereof. In the case of an assignment or sublease that is thereof (except as expressly permitted pursuant to (aset forth below) or grant any license within the Premises (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy each of the fully-executed documentation pursuant foregoing, a “Transfer”) to which the assignment any person or sublease, as applicable, has been effectuated entity (a “Transferee”). Landlord shall provide approval or disapproval of any Transfer request from Tenant within ten (10) days following receipt of the request and shall provide reasons for any disapproval. If Landlord fails to respond within such ten (10)-day period, Tenant may deliver a second request with a conspicuous notice that failure to respond will result in a deemed approval, and if Landlord does not respond to the second request within five (5) Business Days, Landlord shall be deemed to have approved Tenant’s request. Notwithstanding the above or anything contained herein to the contrary, Tenant may assign, sublease or otherwise Transfer this Lease, or grant other licenses or rights to use all or any portion of the Premises, without the consent of Landlord, to (i) any entity controlling, controlled by or under common control with Tenant, (ii) any entity resulting from the merger or consolidation of or with Tenant, or any entity controlling, controlled by or under common control with Tenant, (iii) any person or entity that acquires all (or substantially all) of the assets of Tenant, or any entity controlling, controlled by or under common control with Tenant, (iv) any successor of Tenant, or any entity controlling, controlled by or under common control with Tenant, by reason of public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets (each of the scenarios described in clauses (i) – (iv) above being a “Tenant Affiliate”), or (v) any third party doing business days with Tenant or any Tenant Affiliate, including vendors, consultants, contractors, service providers or joint venture partners. Upon a Transfer (other than a sublease of the Premises), and provided that the Tenant Guarantor (as defined below) remains in place, then Tenant shall be automatically released from all obligations under this Lease occurring after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this LeaseTransfer.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of Tenant may assign this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring the purchase of all or substantially all of Tenant’s assets (any of the foregoing, a “Successor”), or assign this Lease or sublet all or a portion of the Premises to an entity that controls, is controlled byAffiliate (defined below), or is under common control witheffect a Change of Control Transfer, Tenantin each case without the consent of Landlord, provided that all of the following conditions are satisfied (a “Permitted Transfer”): (a) Tenant must not be in Default at the time of the proposed Transfer; or (b) Tenant must give Landlord written notice at least fifteen (15) Business Days before such Transfer; and (c) a subletting of the Premises or any part thereof. In except in the case of a sublease to an assignment or sublease Affiliate, the Credit Requirement (defined below) must be satisfied. Tenant’s notice to Landlord shall include information and documentation evidencing that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease the Transfers qualifies as a Permitted Transfer hereunder and a true and complete copy that each of the fully-executed documentation pursuant above conditions has been satisfied. If requested by Landlord, Tenant’s Successor (or, as the case may be, the Tenant’s Affiliate to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of Lease may be assigned in accordance with this Section 8.3 11.04) shall execute sign and deliver to Landlord a commercially reasonable form of assumption agreement. “Affiliate” shall mean an entity controlled by, controlling or under common control with Tenant. The “Credit Requirement” shall be deemed satisfied if, as of the date immediately preceding the date of the Permitted Transfer, the financial strength of (i) the entity with which Tenant is to merge or consolidate or to which the Lease is otherwise to be assigned (by any and all documentation reasonably required by Landlord of the means described above) or continued in order to evidence assignee’s assumption the case of a Change of Control Transfer or (ii) the purchaser of all obligations or substantially all of the assets of Tenant hereunder is not less than that of Tenant, as determined (x) based on credit ratings of such entity and to evidence the assigneeTenant by both Xxxxx’x and Standard & Poor’s compliance (or ability by either such agency alone, if applicable ratings by the other agency do not exist), or (y) if such credit ratings do not exist, then in accordance with certified financial statements for such entity and Tenant covering their last two fiscal years ending before the Transfer. In the event that, at any time after a Permitted Transfer, the Affiliate to comply) with (a)(II) above. Notwithstanding anything which the Permitted Transfer is made ceases to qualify as an Affiliate of the original Tenant, such event shall be deemed a Transfer that is subject to the contrary contained in this Section 8.3provisions of Sections 11.01, in no event may Tenant assign11.02, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease11.03 above.

Permitted Transfers. The provisions of Section 8.1 shall not apply Notwithstanding the foregoing, any Tenant may, at any time and from time to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets iftime: (IA) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s assign its interest in this Lease; and (II) upon the consummation of the transfer Lease or assignment, the transferee or assignee is, sublet its interest in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease applicable Leased Property to a successor to majority owned and controlled Affiliate of Guarantor without Landlord's consent, provided (i) Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide provides Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within at least ten (10) business days after Business Days prior written notice of the effective date of such assignment or sublease. Any permitted proposed transfer, (ii) Guarantor remains liable under the Guaranty, (iii) Tenant, Guarantor and the applicable transferee under (a) of this Section 8.3 shall execute each executes and deliver delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption Landlord, including a reaffirmation of all obligations of Tenant hereunder the Guaranty by Guarantor and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything a joinder to the contrary contained Lease by Tenant, and (iv) Tenant complies with the provisions of SECTION 24.3; and (B) replace the Property Manager with a majority owned and controlled Affiliate of Guarantor without Landlord's consent, provided (i) Tenant provides Landlord with at least ten (10) Business Days prior written notice of the proposed replacement, (ii) the Property Management Contract then in place does not change, except as to the identity of the Property Manager and as otherwise permitted under the terms of SECTION 8.5 of this Section 8.3Lease, in no event may Tenant assign(iii) the replacement Property Manager executes and delivers to Landlord the documentation required by SECTION 8.5 (collectively, mortgage, transfer, pledge or sublease this Lease (A) and (B) are referred to any entity whatsoever if, at the time of herein as "PERMITTED TRANSFER(S)" and each such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing transferee under this LeaseSECTION 24.2 shall be referred to herein as a "PERMITTED TRANSFEREE").

Permitted Transfers. The provisions Notwithstanding anything herein to the contrary, the Restricted Stockholders shall, collectively, be entitled to Transfer (i) for up to 60 calendar days from the date hereof, up to 6,000,000 shares of Common Stock, in the aggregate, to existing employees of the Company, so long as such employees have agreed to be bound by an 180-day restriction on Transfers substantially on the terms provided in Section 8.1 shall not apply 2 hereof, it being understood that executing a joinder agreement to the Existing Stockholders’ Agreement (as defined in the Securities Purchase Agreement) as an “Other Stockholder” will constitute satisfaction of such requirement, and (ii) at any time within 10 business days of the date hereof, up to 9,000,000 shares of Common Stock, in the aggregate, to third-party investors. In addition, after the expiration of the Lock-Up Period, the Restricted Stockholders shall, collectively, be entitled to (ai) a transfer or an assignment of this Lease pledge, in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a any bona fide business purpose and not primarily lending transaction or series of transactions, up to transfer Tenant’s interest in this Lease; and (II) upon the consummation 40% of the transfer or assignment, shares of Common Stock held by the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord Restricted Stockholders in order to evidence assignee’s assumption of all secure the payment obligations of Tenant hereunder the Company pursuant to such lending transaction, and (ii) make bona fide gifts of up to evidence 2,000,000 shares of Common Stock annually to any charity or other non-profit organization with 501(c)(3) status. Each Restricted Stockholder hereby agrees not to waive the assignee’s compliance (or ability provisions of Article V of the Existing Stockholders’ Agreement in order to comply) with (a)(II) abovepermit any “Other Stockholder” thereunder to Transfer shares of Common Stock during the Lock-Up Period. Notwithstanding anything to None of the contrary limitations contained in this Section 8.35 shall limit the ability of a pledgee to foreclose upon any shares of Common Stock that have been pledged in compliance herewith. Notwithstanding the foregoing, in no event and subject to the conditions below, the Restricted Stockholders may Tenant assign, mortgage, transfer, pledge or sublease this Lease Transfer any of the shares of Common Stock (i) to any entity whatsoever if, at trust only for the time direct or indirect benefit of such assignmentRestricted Stockholder or the immediate family of the Restricted Stockholder (for purposes of this lock-up agreement, mortgage“immediate family” means any (1) relative, transferby consanguinity or marriage, pledge of a Restricted Stockholder living in the Restricted Stockholder’s household and (2) any natural, xxxxxx or subleaseadopted children); (ii) to any corporation or other organization (including a limited liability company or a partnership), whether incorporated or unincorporated that is wholly-owned and controlled by such Restricted Stockholder and/or other persons satisfying the requirements of a Default has occurred Permitted Transferee hereunder; or (iii) as a distribution to limited partners, stockholders or members of the Restricted Stockholder, so long as such limited partner, stockholder or member is also a Restricted Stockholder (a “Permitted Transferee”); provided in each case that (i) the Warrant Holders receive a signed lock-up agreement in the form of this Agreement from each trustee, distributee, or transferee, as the case may be, and remains continuing under in which such trustee, distributee, or transferee agrees to be subject to all of the provisions set forth in this LeaseAgreement, including both the Lock-Up Period contained in Section 2 and the Continuing Sale Restrictions contained in Section 3; (ii) any such Transfer shall not involve a disposition for value; (iii) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Exchange Act; and (iv) the Restricted Stockholder does not otherwise voluntarily effect any public filing or report regarding such Transfers.

Permitted Transfers. The Notwithstanding the provisions of Section 8.1 Paragraph ------------------- --------- 25.A above, Tenant shall have the right to enter into a Sublet, and Landlord ---- shall not apply to withhold its consent thereto (aprovided that all of the conditions set forth in clauses (A) and (B) below shall be met), if such Sublet is one of the following "Permitted Transfers": (i) a transfer Sublet to the surviving entity of a merger or an assignment consolidation involving the corporate entity constituting the Tenant under this Lease; or (ii) a Sublet to any subsidiary or Affiliate of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest Tenant originally named in this Lease. However, the foregoing Permitted Transfers shall be exempt from the requirement of Landlord's consent only if all of the following conditions shall be met: (A) there shall be no change in the use or operation of the Premises; (B) Tenant shall have provided to Landlord all information to allow Landlord to determine, and Landlord shall have determined, that the proposed transfer is a Permitted Transfer which is exempt from the requirement of Landlord's consent; and (IIC) upon the consummation as of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment Sublet, the proposed Subtenant has a net worth and net current assets equal to or sublease. Any permitted transferee greater than those of the original Tenant under (a) this Lease as of the date of this Section 8.3 shall execute and deliver to Landlord Lease. No Sublet of the type described in this Paragraph 25.G, nor any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption -------------- other transfer of all or any portion of Tenant's interest in the Lease or the Premises, shall release Tenant of its obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

Permitted Transfers. The provisions of On or after January 1, 1997, the provision set forth in this Section 8.1 2 shall not apply apply: (i) to any Transfer of Shares from a Shareholder to a spouse, parent, sibling, child or grandchild of such Shareholder, or to any personal representative appointed by a court of competent jurisdiction of a Shareholder, or to a trust established by or for the benefit of such Shareholder (aa "Permitted Transferee") or anyone deemed a transfer or an assignment Permitted Transferee, provided that any such Permitted Transferee executes a document, in form and substance satisfactory to the Company, agreeing to be bound as a Shareholder by the terms of this Lease in connection Agreement, (ii) to any Transfer of Shares registered with the sale United States Securities and Exchange Commission (the "SEC") under the Securities Act of substantially all 1933, as amended (the original Tenant’s assets if: "Securities Act") or any similar body in any jurisdiction other than the United States or (Iiii) such sale to any Transfer of assets occurs Shares after the Shares have become readily tradable on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) aboveestablished securities market. Notwithstanding anything to the contrary contained in this Section 8.3herein, in no the event may Tenant assignof the death of a Shareholder at a time when Shares are not readily tradable on an established securities market, mortgagethe Company, transferif requested, pledge or sublease this Lease will reasonably assist the estate of the deceased Shareholder in achieving sufficient liquidity to pay any entity whatsoever ifestate taxes in respect of the Shares held by the estate, through a sale, at the time fair market value, or pledge of such assignmentShares, mortgageor through other means, transferand the Company shall consent to a pledge of the Shares to a pledgee satisfactory to the Company in its reasonable judgment. In the event of a default requiring such pledgee to sell pledged Shares, pledge such pledgee shall become a Permitted Transferee subject to the provisions of this paragraph. In the event of any Permitted Transfers by sale, gift or subleaseotherwise, a Default has occurred the value per share for all purposes with respect to such transfer shall be, for the period January 1, 1997 through December 31, 1997, 6.11 times the annualized after-tax earnings per share of the Company for the preceding (4) quarters or any available portion thereof. On and remains continuing under this Leaseafter January 1, 1998, the value per share shall be 6.11 times the after-tax earnings for the latest completed fiscal year.

Permitted Transfers. (a) If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively, “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity. The provisions of Section 8.1 13.1 shall not apply to (a) transactions with a transfer business entity into or an assignment of this Lease in connection with the sale of which Tenant is merged or consolidated or to which all or substantially all the original of Tenant’s assets if: are transferred (Ia “Successor Entity”) so long as (i) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is transfer was made for a bona fide legitimate independent business purpose and not primarily to transfer Tenant’s interest in for the sole or primary purpose of transferring this Lease; and , (IIii) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by has a net worth computed in accordance with generally accepted accounting principles at least equal to the net worth of Tenant immediately prior to such merger, consolidationconsolidation or transfer, reorganization and (iii) proof satisfactory to Landlord of such net worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction. Tenant may also, without obtaining the consent of Landlord, but upon prior notice to Landlord, assign this Lease or similar corporate restructuring sublease all or part of the Premises for any Permitted Uses to an any business entity that which controls, is controlled by, or is under common control withwith the original Tenant (a “Common Entity”; a Successor Entity and Common Entity being commonly referred to herein as a “Related Entity”), Tenant; or (c) provided the Related Entity is in Landlord’s reasonable judgment of a subletting of character and engaged in a business which is in keeping with the Premises or any part thereofstandards for the Building and for so long as such entity remains a Related Entity. In the case of an Such assignment or sublease that is expressly permitted pursuant shall not relieve, release, impair or discharge any of Tenant’s obligations hereunder. For the purposes hereof, “control” shall be deemed to mean ownership of not less than fifty percent (a) or (c50%) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice all of the Ownership Interests of such assignment corporation or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) other business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseentity.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3Article 21, Tenant may assign or transfer this Lease or sublet the Premises without the need for Landlord’s prior consent if such assignment or sublease is to any parent, subsidiary or affiliate business entity which the initially named Tenant controls, is controlled by or is under common control with (each, an “Affiliate”) provided that: (i) within ten (10) days after such assignment or sublease, Tenant delivers to Landlord the financial statements or other financial and background information of the assignee or sublessee as required for other transfers; (ii) if the transfer is an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or term assumes, in full, the obligations of Tenant with respect to such portion); (iii) the financial audited net worth of the assignee or sublessee as of the time of the proposed transfer is equal to or greater than the financial audited net worth of the Tenant upon the Commencement Date and is sufficient for such assignee or sublessee to fulfill its obligations pursuant to such assignment or sublease; (iv) Tenant remains fully liable under this Lease; (v) unless Landlord consents to the same, the use of the Premises set forth herein remains unchanged and (vi) the transfer is not a subterfuge by Tenant to avoid its obligations under this Lease. Notwithstanding the foregoing, if (i) the proposed assignee or sublessee is required to file reports under the Securities Exchange Act of 1934, as amended, (ii) the proposed assignee or sublessee is current in its reporting obligations thereunder, and (iii) the reports required by such act are available to the public, including Landlord, then Tenant shall not be obligated to provide Landlord with financial statements of the proposed assignee or sublessee as required in clause (i) of this Section 21(D). As used in this section, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies through ownership of at least fifty-one percent (51%) of the securities or partnership or other ownership interests of the entity subject to control. Landlord shall have no event may Tenant assignright to terminate this Lease in connection with any assignment, mortgagetransfer or sublease as described in the first sentence of this Section 21(D). Additionally, notwithstanding anything to the contrary contained in this Article 21, a public offering of Tenant’s stock on a nationally recognized stock exchange or the sale of Tenant’s stock on a nationally recognized stock exchange shall not be deemed an assignment, transfer, pledge hypothecation or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leasethat requires Landlord’s consent.”

Permitted Transfers. The provisions If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease or sublet the Premises other than pursuant to a Permitted Assignment (as defined below), then at least 15 business days, but not more than 45 business days, before the date Tenant desires the assignment or sublease to be effective (the "ASSIGNMENT DATE"), Tenant shall give Landlord a notice (the "ASSIGNMENT NOTICE") containing such information about the proposed assignee or sublessee, including the proposed use of Section 8.1 the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in or released or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy of any proposed assignment or sublease in its final form, and such other information as Landlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord shall, by giving written notice to Tenant within 15 business days after receipt of the Assignment Notice grant or refuse such consent, in its sole discretion with respect to a proposed assignment, hypothecation or other transfer or subletting of more than (together with all other then effective subleases) 50% of the Premises (a "MAJOR SUBLETTING"), or grant or refuse such consent, in its reasonable discretion with respect to a proposed subletting other than a Major Subletting (provided that Landlord shall not apply further have the right to review and approve or disapprove the proposed form of sublease prior to the effective date of any such subletting). Notwithstanding the foregoing, (a) following a transfer Reorganization Assignment (as defined below) or (b) if neither the original Landlord nor a person affiliated with the original Landlord is the CONFIDENTIAL - DO NOT COPY Landlord under the Lease, then in either case Landlord shall grant or refuse its consent to the subletting of all or any portion of the Premises in its reasonable discretion. Upon receiving any Assignment Notice for any proposed assignment, Major Subletting or other subletting which is for a period of more than 50% of the remaining balance of the Term as of the date such proposed subletting is to commence, Landlord may terminate this Lease with respect to the space described in the Assignment Notice as of the Assignment Date (an "ASSIGNMENT TERMINATION"). If Landlord elects an Assignment Termination, Tenant shall have the right to withdraw such Assignment Notice by written notice to Landlord of such election within 5 days after Landlord's notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of the Assignment Date with respect to the space described in such Assignment Notice. No failure of Landlord to exercise any such option to terminate this Lease shall be deemed to be Landlord's consent to the proposed assignment, sublease or other transfer. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with its consideration of any Assignment Notice. Notwithstanding the foregoing, Landlord's consent to an assignment of this Lease in connection with the sale or a subletting of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation any portion of the transfer Premises to any entity controlling, controlled by or under common control with Tenant shall not be required, provided that Landlord shall have the right to approve the form of any such sublease or assignment, which approval shall not be unreasonably withheld. In addition, Tenant shall have the transferee right to assign this Lease, upon 30 days prior written notice to Landlord but without obtaining Landlord's prior written consent, to a corporation or assignee isother entity which is a successor-in-interest to Tenant, in by way of merger, consolidation or corporate reorganization, or by the sole, but reasonable determination purchase of Landlord (and its lender, if applicable), capable of satisfying all or substantially all of the assets or the ownership interests of Tenant provided that (i) such merger or consolidation, or such acquisition or assumption, as the case may be, is not in Landlord's reasonable opinion principally for the purpose of transferring the Lease, and (ii) the net worth (as determined in accordance with generally accepted accounting principles ("GAAP")) of the assignee is not less than the net worth (as determined in accordance with GAAP) of Tenant as of the date of Tenant’s obligations hereunder; 's most current quarterly or annual financial statements, and (biii) an assignment such assignee shall agree in writing to assume all of the terms, covenants and conditions of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days arising after the effective date of the assignment (such assignment is herein referred to as a "REORGANIZATION ASSIGNMENT"). Each assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver subletting described in the two immediately preceding sentences is referred to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, herein as a Default has occurred and remains continuing under this Lease"PERMITTED ASSIGNMENT."

Permitted Transfers. The provisions of Section 8.1 shall not apply Notwithstanding anything to (a) a transfer or an assignment of the contrary in this Lease, Tenant may assign this Lease in connection with the sale of substantially its entirety or sublease all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation or any portion of the transfer or assignment, Premises without the transferee or assignee is, in the sole, but reasonable determination prior written consent of Landlord to (and 1) any Affiliate of Tenant, (2) any partnership, corporation or other business entity into or with which Tenant, or its lenderpermitted successors or assigns, if applicable)shall be merged, capable converted or consolidated in accordance with applicable statutory provisions governing merger, conversion or consolidation of satisfying the applicable business entity, or (3) a partnership, corporation or other business entity which is a direct successor to Tenant owning all or substantially all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger's business and assets provided that, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or in connection with any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to subletting described in clauses (a1), (2) or and (c3) of this Section 8.314.6, (a) Tenant shall have notified Landlord in writing prior to or promptly after such assignment or subletting, (b) at the time thereof no Event of Default has occurred and is continuing and no event has occurred which with the giving of notice or the passage of time, or both, would constitute an Event of Default, (c) the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes all of the Tenant's obligations under this Lease; provided, however, that any sublessee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the applicable Transfer (excluding, however, any obligation to pay Rent due hereunder), (d) Tenant shall have paid to Landlord a $500.00 administrative fee to compensate Landlord for evaluating Tenant's compliance with this Section 14.6 and shall have reimbursed Landlord for all costs and expenses incurred by Landlord (including, without limitation, attorneys' fees) in connection with such assignment and/or subletting, and (e) in the case of a Transfer described in clauses (2) and (3) of this Section 14.6, Tenant shall nevertheless be required to provide have provided Landlord with notice evidence reasonably acceptable to Landlord that the proposed assignee/sublessee has a demonstrable net worth not less than the net worth of such assignment or sublease and a true and complete copy Tenant as of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or subleasesubletting. Any assignment or subletting permitted transferee without Landlord's prior written consent as provided above (a "Permitted Transfer Without Landlord Consent") shall not release Tenant from any of its obligations (including, without limitation, its obligation to pay Rent) under (a) this Lease. For the purposes of this Section 8.3 14.6, the term "Tenant" shall execute and deliver to Landlord any and all documentation reasonably required by Landlord also mean a permitted assignee or sublessee of the initial Tenant named in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

Permitted Transfers. The provisions of Section 8.1 term "AFFILIATE" shall not apply to mean (ai) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an any entity that controls, is controlled by, controls or is under common control with, Tenant; Tenant or (cii) a subletting any entity that merges with, is acquired by, or acquires Tenant through the purchase of stock or assets, and where the net worth of such entity (as to (i) above) and the net worth of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant surviving entity (as to (aii) or (cabove) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy as of the fully-executed documentation pursuant to which the assignment date such transfer or subleasetransaction, as applicable, has been effectuated within ten is completed is not less than [*] Constant Dollars [*], except in the event of any transaction pursuant to (10ii) business days after the effective date of such assignment or sublease. Any permitted transferee under above in which (a) Tenant is not the surviving entity, and (b) the net worth of this Section 8.3 the surviving entity is less than Tenant's net worth immediately prior to such transaction calculated under generally accepted accounting principles, in which case the net worth of the surviving entity as of the date such transaction is completed shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) abovenot be less than [*] Constant Dollars [*]. Notwithstanding anything to the contrary contained in this Section 8.318, in no event may an Assignment or Subletting of all or a portion of the Premises to an affiliate ("AFFILIATE") of Tenant assignshall not be deemed a transfer requiring Landlord's consent under this Section 18, mortgage, transfer, pledge provided that (1) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such Affiliate (including evidence of the assignee's assumption of Tenant's obligations under this Lease in the event of an assignment), (2) such assignment or sublease is not a subterfuge by Tenant to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing avoid its obligations under this Lease, and (3) such assignment or sublease does not cause Landlord to be in default under any existing lease at the Building or Project. An assignee of Tenant's entire interest in this Lease pursuant to the immediately preceding sentence may be referred to herein as an "AFFILIATED ASSIGNEE." "CONTROL," as used in this Section 18.8, shall mean the ownership, directly or indirectly, of greater than fifty percent (50%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of greater than fifty percent (50%) of the voting interest in, an entity [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 33

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3Article XIV, in no event may Tenant assign, mortgage, transfer, pledge shall be entitled to assign this Lease or sublease this Lease the Premises, without the requirement of obtaining Landlord’s consent, to (each such person or entity, a “Permitted Transferee”, and each such transaction, a “Permitted Transfer”): (a) a successor entity related to Tenant in connection with a merger, consolidation or non-bankruptcy reorganization; (b) any entity whatsoever ifthat controls, at is controlled by or is under common control with Tenant (with “control” for the time purposes of such assignmentthis subsection (b) to mean not less than fifty-one percent (51%) equity ownership of any entity together with the power to direct the management decisions thereof); or (c) any person or entity which acquires all or substantially all of the assets of Tenant or all or substantially all of Tenant’s stock; provided, mortgagehowever, transfer, pledge that (i) for any assignment or sublease, such assignee or sublessee has a Default has occurred net worth (calculated in accordance with generally accepted accounting principles) equal to or exceeding the net worth of Tenant as of the date hereof or the effective date of the Permitted Transfer, whichever is greater, (ii) Tenant provides written notice of any Permitted Transfer not less than ten (10) days prior to the Permitted Transfer (or ten (10) days after any Permitted Transfer if prior notice of such Permitted Transfer is prevented by Applicable Laws or confidentiality restrictions), including financial information reasonably satisfactory to Landlord evidencing compliance with the foregoing net worth requirements; (iii) Tenant delivers to Landlord a copy of the assignment or sublease wherein the Permitted Transferee assumes all of Tenant’s obligations under the Lease or sublets the Premises; and remains continuing under (iv) any such Permitted Transfer is not, whether in a single transaction or in a series of transactions, entered into as a subterfuge to evade the obligations and restrictions relating to Transfers set forth in this LeaseArticle XIV.

Permitted Transfers. The provisions In addition to and notwithstanding anything to the contrary in Paragraph 19.A (Assignment and Subletting: Requirements) above, and provided Tenant is not in default of Section 8.1 this Lease beyond the applicable cure period, Landlord hereby agrees that: (1) Landlord shall not apply consent to Tenant’s assigning or subletting said Lease to: (i) any parent or subsidiary corporation, or corporation with which Tenant merges or consolidates provided said entity’s use of the Premises is the same as Tenant’s use and that (a) a transfer said affiliate or an assignment of this Lease in connection with the sale of successor owns all or substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer assets of Tenant and becomes jointly and severally liable with Tenant for the Lease Term from the Lease Commencement Date through the Lease Termination Date (or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, extended Lease Termination Date if applicablesaid date is extended), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger[blacked out] (collectively Permitted Transfers), consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or and (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required give Landlord written notice at least thirty (30) days prior to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment the proposed purchase, merger, consolidation or sublease. Any permitted transferee under reorganization; or (ii) any third party or entity to whom Tenant, as an ongoing concern, sells all or substantially all of its assets; provided that (a) said affiliate or successor owns all or substantially all of this Section 8.3 shall execute and deliver the assets of Tenant, (b) the net worth of the resulting or acquiring corporation has a net worth after the merger, consolidation or acquisition equal to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations or greater than the net worth of Tenant hereunder and to evidence (x) at the assignee’s compliance time of Lease execution or (or ability to complyy) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignmentmerger, mortgageconsolidation or acquisition, whichever is greater ((i) and (ii) above collectively referred to as “Permitted Transfers”), and (c) Tenant shall give Landlord written notice at least thirty (30) days prior to the effective date of the proposed purchase, merger, consolidation or reorganization; and (2) subject to Tenant complying with the terms and conditions referenced herein, Landlord shall waive its right to terminate the Lease due to a Permitted Transfer. In the event Tenant transfers fifty percent (50%) or more of Tenant’s stock to a third party entity and such transfer does not include the sale of Tenant’s assets and assumptions of Tenant’s liabilities, said transfer of stock shall not require Landlord’s approval provided that (a) the net worth of Tenant following such stock transfer is equal to or greater than the net worth of Tenant (x) at the time of Lease execution or Lease Commencement Date or (y) immediately before the stock transfer, pledge whichever is greater ((x) or sublease(y)), and any such transfer does not leave the Tenant as a Default has occurred shell organization and remains continuing under this Lease(b) Tenant provides Landlord written notice at least thirty (30) days prior to the effective date of the proposed stock transfer (unless such thirty (30) day notice would be in violation of applicable law, in which case, said notice will be given immediately following the expiration date of any such legal restriction).

Permitted Transfers. The provisions If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease or sublet the Premises other than pursuant to a Permitted Assignment (as defined below), then at least 15 business days, but not more than 45 business days, before the date Tenant desires the assignment or sublease to be effective (the “Assignment Date”), Tenant shall give Landlord a notice (the “Assignment Notice”) containing such information about the proposed assignee or sublessee, including the proposed use of Section 8.1 shall not apply the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in or released or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy of any proposed assignment or sublease in its final form, and such other information as Landlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord may, by giving written notice to Tenant within 15 business days after receipt of the Assignment Notice: (ai) a grant such consent, (ii) refuse such consent, in its sole and absolute discretion, if the proposed assignment, hypothecation or other transfer or an assignment subletting concerns more than (together with all other then effective subleases) 50% of the Premises, (iii) refuse such consent, in its reasonable discretion, if the proposed subletting concerns (together with all other then effective subleases) 50% or less of the Premises (provided that Landlord shall further have the right to review and approve or disapprove the proposed form of sublease prior to the effective date of any such subletting), or (iv) terminate this Lease with respect to the space described in the Assignment Notice as of the Assignment Date (an “Assignment Termination”). If Landlord delivers notice of its election to exercise an Assignment Termination, Tenant shall have the right to withdraw such Assignment Notice by written notice to Landlord of such election within 5 business days after Landlord’s notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of the Assignment Date with respect to the space described in such Assignment Notice. No failure of Landlord to exercise any such option to terminate this Lease, or to deliver a timely notice in response to the Assignment Notice, shall be deemed to be Landlord’s consent to the proposed assignment, sublease or other transfer. Tenant shall reimburse Landlord for all of Landlord’s reasonable out-of-pocket expenses in connection with its consideration of any Assignment Notice, not to exceed $3,000. Notwithstanding the sale foregoing, Tenant shall have the right to assign this Lease or sublet all or any part of the Premises, upon 30 days prior written notice to Landlord but without obtaining Landlord’s prior written consent, to a corporation or other entity which is a successor-in-interest to Tenant, by way of merger, consolidation or corporate reorganization, or by the purchase of all or substantially all of the original Tenant’s assets if: or the controlling ownership interests of Tenant provided that (Ii) such sale of assets occurs on an arms’-length basismerger or consolidation, to an unrelated third partyor such acquisition or assumption, and as the case may be, is for a bona fide good business purpose and not primarily to transfer Tenant’s interest in this principally for the purpose of transferring the Lease; , and (IIii) upon the consummation net worth (as determined in accordance with generally accepted accounting principles (“GAAP”)) of the transfer or assignment, assignee is not less than the transferee or assignee is, net worth (as determined in accordance with GAAP) of Tenant as of the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all date of Tenant’s obligations hereunder; most current quarterly or annual financial statements, and (biii) an assignment such assignee shall agree in writing to assume all of the terms, covenants and conditions of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days arising after the effective date of the assignment (a “Permitted Assignment or Subletting”). In addition, Tenant shall have the right to allow collaborators in Tenant’s business to use portions of the Premises on a periodic, non-tenancy basis and such use shall not be deemed an assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assigneesubletting hereunder which requires Landlord’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseconsent.

Permitted Transfers. The provisions of Section 8.1 shall not apply If Tenant desires to (a) a assign, sublease, hypothecate or otherwise transfer or an assignment of this Lease or sublet the Premises (generally, a "TRANSFER"), then at least 15 business days, but not more than 30 business days, before the date Tenant desires the Transfer to be effective (the "ASSIGNMENT DATE"), Tenant shall give Landlord a Notice (the "ASSIGNMENT NOTICE") containing such information about the proposed transferee, including the proposed use of the Premises and any Hazardous Materials proposed to be used or stored in the Premises, the Assignment Date, any relationship between Tenant and the proposed transferee, and all material terms and conditions of the proposed Transfer, and such other information as Landlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord may, by giving Notice to Tenant within 15 business days after receipt of the Assignment Notice: (i) grant or refuse such consent, in its sole and absolute discretion, with respect to any Transfer other than a straightforward sublease of not more than 3,000 square feet of the Premises (a "MINOR SUBLEASE"), or grant or refuse such consent, in its reasonable discretion, with respect to such a Minor Sublease, or (ii) terminate this Lease with respect to the space described in the Assignment Notice, as of the Assignment Date (an "ASSIGNMENT TERMINATION"). If Landlord elects an Assignment Termination, Tenant shall have the right to withdraw its Assignment Notice by Notice to Landlord of such election within 5 days after Landlord's Notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of the Assignment Date with respect to the space described in such Assignment Notice. No failure of Landlord to exercise any such option to terminate this Lease shall be deemed to be Landlord's consent to the proposed Transfer. Tenant shall reimburse Landlord for all reasonable out-of-pocket expenses, up to a maximum of $1,000.00, incurred by Landlord in connection with the sale its consideration of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this LeaseAssignment Notice.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Article 27, (a) any Transfer to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with Tenant), (b) any Transfer to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (c) any Transfer to an entity which is the resulting entity of a merger or consolidation of Tenant, or (d) any exchange of stock on a nationally recognized exchange, shall not be deemed a Transfer requiring Landlord’s consent under this Article 27, provided that (i) the financial condition of such transferee entity (other than a transferee under subsection (d) of this Section 8.327.7) is, in no event may Landlord’s reasonable judgment, greater than that of the Original Tenant assignboth as of the Effective Date of this Lease and as of the date of the proposed transfer; (ii) Tenant notifies Landlord of such transfer within thirty (30) days thereof and promptly thereafter supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or such affiliate; and (iii) such transfer is not a subterfuge by Tenant to avoid its obligations under this Lease or otherwise effectuate any “release” by Tenant of such obligations. A transfer made in accordance with this Section 27.7 shall be referred to as a “Permitted Transfer” and the transferee shall be referred to as a “Permitted Transferee.” “Control,” as used in this Section 27.7, mortgageshall mean the ownership, transferdirectly or indirectly, pledge of more than fifty percent (50%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of more than fifty percent (50%) of the voting interest in, any person or entity. No assignment or sublease under this Section 27.7 shall relieve Tenant from any of its obligations under this Lease to any entity whatsoever if, at whether or not accrued as of the time date of such assignment, mortgage, transfer, pledge assignment or sublease, a Default has occurred and remains continuing under this Lease.

Permitted Transfers. The provisions Notwithstanding any provision to the contrary contained herein, Tenant shall have the right, without obtaining Landlord’s prior written consent, to assign or sublease all or any portion of Section 8.1 the Premises to any affiliate of Tenant (a “Permitted Transfer”). For purposes of this Section, an “affiliate” of Tenant shall not apply to mean any entity which, directly or indirectly, controls or is controlled by or is under common control with Tenant, or an entity into which Tenant may be merged or consolidated or which purchases all or substantially all of the assets of Tenant; provided, however, that such affiliate must either (a) have a transfer net worth equal to or an assignment greater than Tenant’s net worth as of the Date of this Lease Lease, or (b) in connection Landlord’s commercially reasonable opinion, have sufficient assets to perform its obligations (monetary or otherwise) under this Lease. For purpose of the definition of “affiliate,” the word “control” (including “controlled by” and “under common control with”), as used with respect to any corporation, partnership, or association, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policy of a particular corporation, partnership or association, whether through the ownership of voting securities or by contract or otherwise. Tenant’s right hereunder are further conditioned on: (i) Tenant shall remain primarily liable for all of its obligations under this Lease; (ii) any such affiliate shall assume and be bound by all obligations of Tenant for payment of all amounts of rental and other sums and the performance of all covenants required by Tenant pursuant to this Lease; (iii) any such affiliate intends to operate the Premises in accordance with the sale usage restrictions of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (IIiv) upon not less than fifteen (15) days prior to the consummation effective date of the transfer such sublease or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease transaction and a true and complete copy copies of the fully-executed documentation pursuant documents evidencing such transaction and such other evidence as Landlord may reasonably require to which establish that such transaction falls within the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) terms and provisions of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this LeaseSection.

Permitted Transfers. The Notwithstanding the provisions of Section 8.1 shall not apply 20.1 above to (a) a transfer or an assignment the contrary, provided that there exists no uncured Event of Default, Tenant may assign this Lease in connection with or sublet the sale of substantially all the original Tenant’s assets if: Premises or any portion thereof (I) such sale of assets occurs on an arms’-length basisherein, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable“Permitted Transfer”), capable of satisfying all of Tenantwithout Landlord’s obligations hereunder; (b) an assignment of this Lease consent to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an any entity that controls, is controlled by, by or is under common control withwith Tenant, or to any entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant’s business as a going concern (each, a “Permitted Transferee”), provided that: (a) at least thirty (30) days prior to such assignment or sublease, Tenant delivers to Landlord a reasonably detailed description of the proposed Transfer and the financial statements and other financial and background information of the assignee or sublessee described in Section 20.2 above; (b) in the case of an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or (c) in the case of a subletting sublease, the sublessee of a portion of the Premises or any part thereof. In Term assumes, in full, the case obligations of Tenant with respect to such portion) pursuant to an assignment and assumption agreement (or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable) reasonably acceptable to Landlord, has been effectuated a fully executed copy of which is delivered to Landlord within ten thirty (1030) business days after following the effective date of such assignment or sublease. Any permitted transferee under subletting; (ac) each guarantor of this Section 8.3 shall execute and deliver Lease executes a reaffirmation of its guaranty in form satisfactory to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption Landlord; (d) the tangible net worth of all obligations the assignee or sublessee equals or exceeds that of Tenant hereunder as of (i) the date of execution of this Lease, or (ii) the date immediately preceding the proposed Transfer, whichever is greater; (e) Tenant remains fully liable under this Lease; (f) the use of the Premises is pursuant to Section 1.10 of this Lease; (g) such transaction is not entered into as a subterfuge to avoid the restrictions and provisions of this Article 20 and will not violate any exclusive use covenant to evidence the assignee’s compliance which Landlord is bound; and (or ability to complyh) with respect to a subletting only, Tenant and such Permitted Transferee execute Landlord’s standard consent to sublease form; and (a)(IIi) above. Notwithstanding anything to the contrary contained in this Section 8.3, in there is no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time Event of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

Permitted Transfers. The provisions If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease or sublet the Premises other than pursuant to a Permitted Assignment (as defined below), then at least 15 business days, but not more than 45 business days, before the date Tenant desires the assignment or sublease to be effective (the "ASSIGNMENT DATE"), Tenant shall give Landlord a notice (the "ASSIGNMENT NOTICE") containing such information about the proposed assignee or sublessee, including the proposed use of Section 8.1 the Premises and any Hazardous Materials proposed to be used or stored in the Premises, the Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy of any proposed sublease in its final form, and such other information as Landlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord may, by giving written notice to Tenant within 15 business days after receipt of the Assignment Notice: (i) grant or refuse such consent, in its sole discretion with respect to a proposed assignment, hypothecation or other transfer (other than a subletting), or grant or refuse such consent, in its reasonable discretion with respect to a proposed subletting (provided that Landlord shall further have the right to review and approve or disapprove the proposed form of sublease prior to the effective date of any such subletting), or (ii) terminate this Lease with respect to the space described in the Assignment Notice, as of the Assignment Date (an "ASSIGNMENT TERMINATION"). If Landlord elects an Assignment Termination, Tenant shall have the right to withdraw such Assignment Notice by written notice to Landlord of such election within 5 days after Landlord's notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and effect. If Tenant does not apply withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of the Assignment Date with respect to (a) a transfer the space described in such Assignment Notice. No failure of Landlord to exercise any such option to terminate this Lease shall be deemed to be Landlord's consent to the proposed assignment, sublease or other transfer. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with its consideration of any Assignment Notice, not to exceed $2,000 for each Assignment Notice. Notwithstanding the foregoing, Landlord's consent to an assignment of this Lease in connection or a subletting of any portion of the Premises to any entity controlling, controlled by or under common control with the sale of Tenant, or acquiring substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer issued and outstanding capital stock of Tenant or assignment, the transferee succeeding to all or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying substantially all of Tenant’s obligations hereunder; 's assets (ba "PERMITTED ASSIGNMENT") an assignment shall not be required, provided that Landlord shall have the right to approve the form of this Lease to a successor to Tenant by merger, consolidation, reorganization any such sublease or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

Permitted Transfers. The provisions of Notwithstanding Section 8.1 shall not apply to (a) a transfer or an assignment 1 of this Lease in connection with Lock-Up Agreement, the sale Shareholder may transfer all or part of substantially all the original Tenant’s assets ifParent Shares as follows: (Ii) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for the Shareholder may transfer the Parent Shares as a bona fide business purpose and not primarily gift or gifts, provided that the donee or donees thereof agree in writing to transfer Tenantbe bound by the restrictions set forth herein, (ii) if the Shareholder is an individual, the Parent Shares may be transferred either during the Shareholder’s interest in this Lease; and (II) upon lifetime or on death by will or intestacy to any immediate family member or to any trust for the consummation direct or indirect benefit of the Shareholder or the immediate family of the Shareholder, provided that such immediate family member or the trustee of the trust agrees in writing to be bound by the restrictions set forth herein, and provided further that any such transfer does not involve a disposition for value, (iii) the Shareholder may transfer the Parent Shares to any entity over which the Shareholder has a controlling influence (alone or assignmenttogether with other shareholders of the Parent who are bound by an agreement similar to this Lock-Up Agreement), to any company within the Skanditek Industriförvaltning AB group of companies or to any member of the Xxxxxxxxxxx family, provided that such entity or individual agrees in writing to be bound by the restrictions set forth herein, (iv) if the Shareholder comes into serious financial difficulty (considerable risk of bankruptcy), the transferee or assignee isShareholder may, in after consultation with the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless Parent regarding how such measure should be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord taken in order to evidence assignee’s assumption take the best interest of all obligations the shareholders of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgageParent into account, transfer, pledge use as collateral for a loan to the Shareholder or sublease this Lease enter into any similar financial arrangement in respect of the necessary number of the Parent Shares, and (v) if a public offer relating to any entity whatsoever ifthe Parent Shares will be launched either by a third party or by the Parent itself during the Lock-Up Period, at the time Shareholder may accept such offer for the Parent Shares held by the Shareholder, provided that the board of such assignment, mortgage, transfer, pledge or sublease, a Default directors of the Parent has occurred and remains continuing under this Leaserecommended the offer.

Permitted Transfers. The Notwithstanding anything herein to the contrary, provided Tenant is not in default under this Lease at the time of such transaction, Landlord’s consent under Section 17.1 or otherwise shall not be required for, and the provisions of Section 8.1 17.6 relating to division of excess rent between Landlord and Tenant shall not apply to, any proposed Transfer by Tenant under this Section 17 to any of the following (each of whom shall be a “Permitted Transferee”): (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all wholly owned subsidiary of Tenant’s obligations hereunder; (b) an assignment entity with which or into which Tenant may merge whether or not the Tenant is the survivor of this Lease to a successor to Tenant by such merger, consolidation, reorganization or similar corporate restructuring or to an ; (c) any entity that controls, is controlled by, controls or is under common control with, with Tenant; (d) any entity that acquires substantially all of Tenant’s assets; or (ce) any entity into which Tenant consolidates; provided, however, that any Permitted Transferee under this provision must have and maintain a subletting of Net Worth equal to or better than the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations Net Worth of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of execution of this Lease. “Control” for purposes of this Section 17 shall mean ownership of a majority voting interest in any such assignmententity or the possession, mortgagedirectly or indirectly of the power to direct or cause the direction of the day-to-day management of the controlled entity. “Net Worth” shall mean Tenant’s aggregate tangible assets (which shall not include goodwill, transferpatents, pledge intellectual property rights or subleasetrademarks or trade names) minus Tenant’s aggregate liabilities. Tenant must provide Landlord with at least thirty (30) days prior written notice of any Transfer to a Permitted Transferee, together with such evidence as Landlord may reasonably request to establish that such Transfer is to a Default has occurred and remains continuing Permitted Transferee. The rights under this LeaseSection are personal to the Tenant named herein and may not be transferred or assigned to any other party other than a Permitted Transferee. A series of transfers to Permitted Transferees may not be used to evade the requirement for Landlord’s consent under this Section 17.

Permitted Transfers. The provisions of Section 8.1 shall not apply Notwithstanding anything to the contrary contained in this Article 14, (ai) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease Transfer by Tenant to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to Transferee which is an entity that controls, which is controlled by, controls, or is under common control with, Tenant (an “Affiliate”), (ii) a Transfer to an entity which acquires all or substantially all of the assets of Tenant; , (iii) a Transfer to an entity which is the resulting entity of a merger or consolidation of Tenant during the Lease Term or (civ) a subletting sublease of a portion of the Premises to Burstly, Inc. (a subtenant occupying space in the Premises as of the date of this Lease) (“Existing Subtenant”) (any such Transfer or any part thereof. In sublessee described in the case of an assignment or sublease that is expressly permitted pursuant to foregoing items (ai) or through (civ) of this Section 8.314.8 hereinafter referred to as a “Permitted Transferee”), while subject to all other provisions of this Article 14, such Transfer to a Permitted Transferee shall not require Landlord’s consent under Sections 14.1 and 14.2, above, and shall not be subject to Sections 14.3 or 14.4, above, provided that (a) Tenant shall nevertheless be required notifies Landlord at least thirty (30) days prior to provide the effective date of any such Transfer to any such Permitted Transferee (or within thirty (30) days after such Transfer if confidentiality requirements of the underlying transaction prevent such prior notice to Landlord) and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such Transfer or Permitted Transferee as set forth above (it being understood that Tenant is under no obligation to disclose the economic terms of any Transfer to a Permitted Transferee), (b) Tenant is not in default, beyond any applicable notice and cure period, (c) such Permitted Transferee shall be of such assignment or sublease a character and a true and complete copy reputation consistent with the quality of the fullyBuilding, (d) with respect to assignment of this Lease, such Non-executed documentation pursuant Transferee Assignee’s overall creditworthiness and tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) shall (I) be sufficient to which meet all of the assignment or sublease, remaining obligations of Tenant under this Lease and (II) not be materially less than the overall creditworthiness and Net Worth of the Original Tenant as applicable, has been effectuated within ten (10) business days after of the date immediately preceding the effective date of such assignment, (e) such Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease and (1) no assignment relating to this Lease, whether with or sublease. Any permitted transferee without Landlord’s consent, shall relieve Tenant from any liability under (a) this Lease, and, in the event of an assignment of Tenant’s entire interest in this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations Lease, the liability of Tenant hereunder and such transferee shall be joint and several. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained herein as a “Non-Transferee Assignee.” “Control,” as used in this Section 8.314.8, shall mean the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities of, or possession of the right to vote, in no event may Tenant assignthe ordinary direction of its affairs, mortgageof more than fifty percent (50%) of the voting interest in, transfer, pledge any person or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseentity.

Permitted Transfers. The 17.7.1 Notwithstanding anything to the contrary contained in this Article 17, Tenant shall have the right, without the prior written consent of Landlord, but subject to the other provisions of this Section 8.1 17.7, to effect a Transfer to the following: (a) an entity which is Controlled by, Controls, or is under common Control with, Tenant (a “Tenant Affiliate”), (b) any successor entity to Tenant by way of merger, consolidation or other corporate reorganization, (c) an entity which acquires all or substantially all of Tenant’s assets or stock, (d) an entity acquiring and continuing Tenant’s business operations at or from the Premises, or (e) in connection with any Change of Ownership Transaction (each, a “Permitted Transferee” and, collectively, “Permitted Transferees”), and provided that such Permitted Transferee has a tangible net worth computed in accordance with generally accepted accounting principles consistently applied (and excluding goodwill, organization costs and other intangible assets) (“Net Worth”) that is at least equal to the lesser of (i) the Net Worth of Tenant on the day immediately preceding the effective date of such Transfer, and (ii) [***] Dollars ($[***]), except that such Net Worth requirement shall not apply to subleases. In the event of a Transfer to a Tenant Affiliate, the aggregate Net Worth of Zynga and the Transferee shall be collectively considered for purposes of determining such Permitted Transferee’s Net Worth. If the Net Worth of the Permitted Transferee is less than the Net Worth of Tenant on the day immediately preceding the effective date of such Transfer (a) which will not be applicable in the event of a transfer Transfer to a Tenant Affiliate), then on or an assignment prior to the effective date of such Transfer, Tenant shall deliver to Landlord, as security for the obligations of such Permitted Transferee under this Lease, a Letter of Credit as defined and described in Exhibit D attached hereto, and the provisions of Exhibit D shall thereafter govern the Letter of Credit and the parties’ rights with respect thereto. For purposes of this Lease Lease, the term “Permitted Assignee” shall mean a Permitted Transferee to whom Tenant assigns all of its right, title and interest in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, and to an unrelated third partythis Lease, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying which assumes all of Tenant’s obligations hereunder; (b) an assignment of under this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) aboveLease. Notwithstanding anything to the contrary contained in this Section 8.3Lease, in no event may Tenant assign, mortgage, transfer, pledge any assignment or sublease of all or a portion of the Premises to any individual or entity shall be included within the definition of a Permitted Transfer, provided that Tenant’s liability for the Subject Space, and Rent with respect thereto, is not released and Tenant remains obligated to Landlord under this Lease to any entity whatsoever if, at the time of following such assignment, mortgage, transfer, pledge assignment or sublease, a Default has occurred and remains continuing under this Leasesubletting.

Permitted Transfers. The provisions Notwithstanding any contrary provision here of, if Tenant is not in Default, Tenant may, without Landlord’s consent pursuant to Section 14.1, permit a Change of Section 8.1 shall not apply Control to occur, sublease any portion of the Premises to an Affiliate of Tenant or assign this Lease to (a) an Affiliate of Tenant (other than pursuant to a transfer merger or an assignment consolidation), (b) a successor to Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of all or substantially all of Tenant’s assets (a “Permitted Transfer”), provided that (i) at least 10 business days before the Transfer (provided Confidential Treatment Requested by Mirum Pharmaceuticals, Inc. Pursuant to 17 C.F.R. § 200.83 that if such pre-Transfer notice and delivery are prohibited by a confidentiality agreement or by Law, then within 10 business days after the Transfer), Tenant notifies Landlord of the Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Lease Section 14.8; (ii) in the case of a sublease, the subtenant executes and delivers to Landlord, at least 10 business days before taking occupancy, an agreement reasonably acceptable to Landlord which (A) requires the subtenant to assume all of Tenant’s release, waiver, indemnity and insurance obligations hereunder with respect to the Contemplated Transfer Space and to be bound by each provision hereof that limits the liability of any Landlord Party, and (B) provides that if either a Landlord Party or the subtenant institutes a suit against the other for violation of or to enforce such agreement, or in connection with any matter relating to the sale of substantially all sublease or the original Tenantsubtenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation occupancy of the transfer or assignmentContemplated Transfer Space, the transferee or assignee isprevailing party shall be entitled to all of its costs and expenses, including reasonable attorneys’ fees; (iii) in the solecase of an assignment pursuant to clause (a) or (c) above, but reasonable determination of Landlord the assignee executes and delivers to Landlord, at least 10 business days before the assignment (provided that if such pre-assignment execution and its lenderdelivery are prohibited by a confidentiality agreement or by Law, if applicablethen within 10 business days after the assignment), capable of satisfying a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder; (biv) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In in the case of an assignment or sublease pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets (“Net Worth”)) immediately after the Transfer that is expressly permitted pursuant not less than Tenant’s Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 50% of its equity owners existing 12 months before the Transfer are also equity owners of the successor entity; (v) except in the case of a Change of Control, the transferee is qualified to conduct business in the State of California; (avi) or in the case of a Change of Control, (cA) Tenant is not a closely held professional service firm and (B) Tenant’s Net Worth immediately after the Change of Control is not less than its Net Worth immediately before the Change of Control; and (vii) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease14.

Permitted Transfers. The provisions Notwithstanding anything to the contrary in this Section 17, if an Event of Section 8.1 shall Default does not apply then exist, Tenant may assign this Lease or sublet any portion of the Premises (hereinafter collectively referred to as a “Permitted Transfer”) to (a) a transfer parent or subsidiary of Tenant, or an entity under common control with Tenant, (b) any successor entity to Tenant by way of merger, consolidation or other non-bankruptcy corporate reorganization, or (c) an entity which acquires all or substantially all of Tenant’s assets or stock (collectively, “Permitted Transferees”, and, individually, a “Permitted Transferee”), and Tenant may engage in a deemed assignment of this Lease by means of a Change of Control as set forth in connection with the sale of substantially all the original Tenant’s assets if: Section 17.4 above; provided that (Ii) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within at least ten (10) business days after prior to the effective date Transfer, Tenant notifies Landlord of such Transfer, and supplies Landlord with any documents or information reasonably requested by Landlord regarding such Transfer or Permitted Transferee, including, but not limited to, copies of the sublease or instrument of assignment or sublease. Any and copies of documents establishing to the reasonable satisfaction of Landlord that the transaction in question is one permitted transferee under (a) of this Section 8.3 shall execute and deliver 17.5, (ii) except in the case of a Change of Control or if such assumption occurs by operation of law, Tenant furnishes Landlord, at least ten (10) business days prior to Landlord any and the Transfer, with a written document executed by the proposed Permitted Transferee in which, in the case of an assignment, such entity assumes all documentation reasonably required by Landlord of Tenant’s obligations under this Lease with respect to the Transfer Premises, and, in order the case of a sublease, such entity agrees to evidence assignee’s assumption sublease the Transfer Premises subject to this Lease, (iii) in the case of all obligations of Tenant hereunder and a Transfer pursuant to evidence the assignee’s compliance clause (or ability to comply) with (a)(IIb) above. Notwithstanding anything to , the contrary contained successor entity must have a net worth (computed in this Section 8.3accordance with generally accepted accounting principles, except that intangible assets such as goodwill, patents, copyrights and trademarks, as well as any acquisition-related reserves, shall be excluded in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, the calculation (“Net Worth”)) at the time of the Transfer that is at least equal to the Net Worth of Tenant immediately prior to such assignmentTransfer, mortgageand (iv) any such proposed Transfer is made for a good faith operating business purpose and not, transferwhether in a single transaction or in a series of transactions, pledge or sublease, be entered into as a Default has occurred subterfuge to evade the obligations and remains continuing under restrictions relating to Transfers set forth in this LeaseSection 17.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3Agreement, in no event during the Lock-Up Period, each Lock-Up Party may Tenant assignTransfer, mortgagewithout the consent of Ignyte, transfer, pledge or sublease this Lease any of such Lock-Up Party’s Lock-Up Securities (a) to any entity whatsoever if, at the time of such assignmentLock-Up Party’s Permitted Transferees, mortgageupon written notice to Ignyte or (b) pursuant to any liquidation, transfermerger, pledge stock exchange or subleaseother similar transaction which results in all of Ignyte’s stockholders having the right to exchange their Ignyte Securities for cash, securities or other property subsequent to the Business Combination; provided, that in connection with any Transfer of such Lock-Up Securities, the restrictions and obligations contained in Section 2.1 and this Section 2.2 will continue to apply to such Lock-Up Securities after any Transfer of such Lock-Up Securities and such transferee shall execute a lock-up agreement substantially in the form of this Agreement for the balance of the Lock-Up Period. Notwithstanding the foregoing provisions of this Section 2.2, a Default Lock-Up Party may (i) not make a Transfer to a Permitted Transferee if such Transfer has occurred as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Transfers in this Agreement (it being understood that the purpose of this provision includes prohibiting the Transfer to a Permitted Transferee (A) that has been formed to facilitate a material change with respect to who or which entities Beneficially Own the Lock-Up Securities, or (B) followed by a change in the relationship between the Lock-Up Party and remains continuing the Permitted Transferee (or a change of control of such Lock-Up Party or Permitted Transferee) after the Transfer with the result and effect that the Lock-Up Party has indirectly made a Transfer of Lock-Up Securities by using a Permitted Transferee, which Transfer would not have been directly permitted under this LeaseSection 2 had such change in such relationship occurred prior to such Transfer), or (ii) enter into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act after the date of this Agreement relating to the sale of the undersigned’s Lock-Up Securities, provided that (A) the securities subject to such plan may not be sold until after the expiration of the Lock-Up Period and (B) the Company shall not be required to effect, and the undersigned shall not effect or cause to be effected, any public filing, report or other public announcement regarding the establishment of the trading plan.

Permitted Transfers. The provisions Notwithstanding Section 18(A), Tenant may Transfer all or part of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s its interest in this Lease; and (II) upon the consummation Lease or all or part of the transfer Premises (a “Permitted Transfer”) to the following types of entities (a “Permitted Transferee”) without the written consent of Landlord: (i) any Person which, directly or assignmentindirectly, the transferee through one or assignee ismore intermediaries, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control withwith Tenant (“control” meaning holding more than 50% of the voting interests) (an “Affiliate”); (ii) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity in which or with which Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as (a) Tenant’s obligations hereunder are assumed by the entity surviving such merger or created by such consolidation; and (b) the Tangible Net Worth of the surviving or created entity is not less than the Tangible Net Worth of Tenant immediately prior to such Transfer; or (ciii) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity acquiring all or substantially all of Tenant’s assets if such entity’s Tangible Net Worth after such acquisition is not less than the Tangible Net Worth of Tenant immediately prior to such acquisition. Tenant shall promptly notify Landlord of any such Permitted Transfer. Tenant shall remain liable for the performance of all of the obligations of Tenant hereunder, or if Tenant no longer exists because of a subletting merger, consolidation, or acquisition, the surviving or acquiring entity shall expressly assume in writing the obligations of Tenant hereunder. Additionally, the Permitted Transferee shall comply with all of the terms and conditions of this Lease and the use of the Premises by the Permitted Transferee may not violate any other agreements affecting the Premises, the Building, Landlord or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy other tenants of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten Building. No later than thirty (1030) business days after the effective date of any Permitted Transfer, Tenant agrees to furnish Landlord with (x) copies of the instrument effecting the Permitted Transfer, (y) documentation establishing Tenant’s satisfaction of the requirements set forth above applicable to any such assignment or subleasePermitted Transfer, and (z) evidence of insurance as required under this Lease with respect to the Permitted Transferee. The occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfers. “Tangible Net Worth” means the excess of total assets over total liabilities, in each case as determined in accordance with generally accepted accounting principles consistently applied, excluding, however, from the determination of total assets all assets which would be classified as intangible assets under GAAP including goodwill, licenses, patents, trademarks, trade names, copyrights, and franchises. Any permitted transferee under (a) subsequent Transfer by a Permitted Transferee shall be subject to the terms of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this LeaseArticle 18.

Permitted Transfers. The provisions Notwithstanding anything set forth in this Article 13 to the contrary, Tenant named in this Lease (but not any assignee or subtenant) shall have the right to make the following types of Section 8.1 shall not apply to assignments or subleases on the following conditions without Landlord’s prior written consent: (a) to a transfer or an assignment subsidiary of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for provided Tenant owns a bona fide business purpose and not primarily to transfer Tenant’s controlling interest in this Leasesuch subsidiary; and or (IIb) upon to any parent corporation of Tenant or a sister corporation of Tenant wholly owned by the consummation of the transfer or assignment, the transferee or assignee issame parent corporation as Tenant; provided that, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to event (a) or (cb) above, that (i) the assignee or subtenant shall assume and be bound by all obligations of this Section 8.3Tenant for the payment of all amounts of Rent and other charges under the Lease and the performance of all covenants required by Tenant pursuant to the Lease; and such assignee or subtenant has executed a document to that effect which has been transmitted to the Landlord, (ii) Tenant shall nevertheless be required continues to provide Landlord with notice remain liable on its obligations set forth in the Lease, (iii) at the time of such assignment or sublease and a true and complete copy there shall not be an existing Event of Default under the fully-executed documentation pursuant Lease, (iv) the Premises shall continue to which be used for the assignment or subleasePermitted Use, as applicable, has been effectuated (v) within ten thirty (1030) business days after the effective date of such assignment or sublease. Any permitted transferee under subletting, Tenant provides Landlord with a copy of the assignment or sublease document and substantiation that such assignment or sublease meets the criteria set forth in this subsection, and (avi) in the case of an assignment, the assignee has a tangible net worth equal to that of Tenant as of the date of this Section 8.3 shall execute Lease and deliver to Tenant has provided Landlord with evidence thereof. “Tangible net worth” means the excess of total assets over total liabilities, in each case as determined in accordance with generally accepted accounting principles consistently applied (“GAAP”), excluding, however, from the determination of total assets all assets that would be classified as intangible assets under GAAP including goodwill, licenses, patents, trademarks, trade names, copyrights, and franchises. In addition, any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption transfers of all obligations the stock of Tenant hereunder and to evidence traded over a recognized security exchange or over the assignee’s compliance (counter market shall not be deemed a transfer or ability to comply) with (a)(II) abovean assignment of this Lease. Notwithstanding anything In addition, Tenant may make non-economic changes to the contrary contained in this Section 8.3corporation form, in no event may such as change of domicile or name, without Landlord’s consent, but Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at will give Landlord written notice of the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leasechange within thirty (30) days after it occurs.

Permitted Transfers. The provisions None of the restrictions and/or requirements contained in Section 8.1 2 or Section 3 in this Agreement with respect to the Securities shall not apply to (ai) a any transfer of Securities by any Security Holder to its Affiliates, its fund manager, any person controlled by its fund manager, or an assignment to its general partner, and in case of this Lease in connection Fidelity, transfers of its Securities to any Fidelity Persons or charitable organization, (ii) to the parents, children or spouse, siblings or to trusts for the benefit of such persons, of such Individual Founders or employees for bona fide estate planning purposes with the prior approval of the Board, which shall not be unreasonably withheld, (iii) any transfer of Securities from Tekventure or UIL to the Company at the repurchase price as set forth in the Ordinary Shares Purchase Agreements pursuant to the terms of the Ordinary Shares Purchase Agreements, (iv) other sale or transfer of substantially all Securities to the original Tenant’s assets if: (I) such sale Company pursuant to a repurchase right or right of assets occurs on an arms’-length basis, to an unrelated third party, and is for first refusal held by the Company in the event of a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; termination of employment or consulting relationship and (IIv) upon any sale or transfer of Securities by and between employees and/or by and between Founders and an employee, subject to the consummation approval of the transfer or assignmentboard of Directors ; PROVIDED, the transferee or assignee is, HOWEVER that in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment any such transfer described herein (any such transfer shall be referred to hereinafter as a “Permitted Transfer” and any such transferee being referred to as a “Permitted Transferee”), each Permitted Transferee shall have executed and delivered to the Company and the other Security Holders a Transfer Joinder Agreement (if such Permitted Transferee is not already a party) as a condition precedent to any such Permitted Transfer or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy acquisition of the fullySecurities. Each Security Holder hereby waives its right of first refusal, co-executed documentation pursuant to which the assignment or subleasesale rights and any other pre-emption rights, as applicableif any, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption respect of all obligations Permitted Transfers. For the avoidance of Tenant hereunder and to evidence doubt, the assignee’s compliance (or ability to complyrequirement for the consents of the Investors contained in Section 4.1(a) with (a)(II) above. Notwithstanding anything shall apply to the contrary contained Permitted Transfers described in this Section 8.34.2(iii), in no event may Tenant assign4.2(v), mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of for which such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseconsent shall not be unreasonably withheld.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3Article 21, in no event may Tenant assignneither the Landlord consent provisions of Articles 21(A), mortgage, transfer, pledge (B) and (E) nor the Transfer Premium provisions of Article 21(C) shall apply to the use or sublease of all or any portion of the Premises, or to the assignment of this Lease, by or to a "person" (each an "Affiliate") who (i) "controls" Tenant, (ii) is "controlled by" Tenant, (iii) is "under common control" with Tenant, or (iv) into or with which Tenant or any of the 1888 Century Park East [SCPIE Holdings Lease] 25 foregoing parties is merged, consolidated or reorganized, or to which all or substantially all of Tenant's assets or any such other party's assets are sold; provided that Tenant (a) supplies Landlord with a copy of the executed transfer documents promptly after execution, (b) Tenant shall remain liable under this Lease to any entity whatsoever if, at and (c) in the time case of such an assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing the Transferee shall expressly assume Tenant's after accruing obligations under this Lease. For the purposes of this Article 21, "controls" (including the correlative meanings of "controlled by and under common control with") shall mean the ownership directly or indirectly of at least 51% of the voting or equity interest in a person or entity and "person" shall include an individual, entity, corporation, partnership, limited liability company or trust. In addition thereto, upon giving prior written notice to Landlord, neither the Landlord consent provisions of Articles 21(A), (B) and (E) nor the Transfer Premium Provisions of Article 21(C) shall apply to any sublease or subleases of individual office space which consists of, or consists of in the aggregate with individual office space previously sublet, twenty-five percent (25%) or less of the rentable square feet of the Premises, on and subject to the condition that the subtenant agrees that its sublease is subordinate to this Lease and that it is bound by all of the terms, covenants and conditions of this Lease applicable to the sublet space. No such sublease shall relieve Tenant from any liability under this Lease. Any such subtenant's occupancy of the Premises shall otherwise be subject to, and in accordance with, all provisions of this Lease, including, without limitation, the provisions of Article 6 hereof.

Permitted Transfers. The Notwithstanding anything in this Lease to the contrary, Tenant may, without Landlord’s prior written consent, do any of the following so long as the Guarantor’s guaranty of the Lease remains in full force and effect: (i) assign this Lease in its entirety to any corporation or other legal entity in which or with which Tenant, its successors or assigns, is merged, consolidated or reorganized, in accordance with applicable statutory provisions for merger, consolidation or reorganizations of Section 8.1 shall not apply corporations or other applicable entities, so long as the liabilities under this Lease of the entities participating in such merger, consolidation or reorganization are assumed by the entity surviving such merger or created by such consolidation or reorganization and Tenant provides notice to Landlord of such merger, consolidation or reorganization within fifteen (a15) a transfer days after the occurrence thereof; (ii) assign this Lease in its entirety to any entity succeeding to substantially all of the assets of Tenant, so long as Tenant provides notice to Landlord of such assignment within fifteen (15) days after the occurrence thereof; (iii) assign this Lease in its entirety to an entity controlled by Tenant, or an which controls Tenant, or which is under common control with Tenant or any affiliate of Tenant; and (iv) sublease all or any portion of the Property or allow the use or occupancy of the Property by anyone other than Tenant. Tenant agrees to give notice to Landlord of any assignment of this Lease in connection with the sale or sublease of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation more than 10% of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting area of the Premises or any part thereof. In building(s) constituting the case Improvements according to the terms of an assignment or sublease that is expressly permitted pursuant to (aiii) or above no later than thirty (c30) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date thereof. If the entity that constitutes Guarantor will change to a different entity as a result of such assignment or sublease. Any permitted transferee under any of (ai) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance through (or ability to comply) with (a)(IIiv) above. Notwithstanding anything to the contrary contained , Landlord’s prior written consent shall be required, which consent shall be in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this LeaseLandlord’s sole but reasonable discretion.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3Lease, in no event may Tenant assign, mortgage, transfer, pledge neither (i) an assignment or sublease transfer of this Lease as a result of, or in connection with, a merger, a consolidation, public offering, and/or sale of all or substantially all of Tenant's or an Affiliate's capital stock, ownership interests, and/or assets, nor (ii) an assignment of this Lease or a sublease of all or a portion of the Premises to an Affiliate of Tenant (each of subsections (i) and (ii) a "Permitted Transfer"), shall be deemed a Transfer or require the prior consent of Landlord. The foregoing Permitted Transfers shall not be subject to the payment of any entity whatsoever iftransfer premium (as set forth in Section 7.7, at below) or a recapture (as set forth in Section 7.8 below); provided, however, the time same shall not be binding on Landlord until a fully executed copy of such assignmentassignment and/or assumption of this Lease by the assignee shall have been delivered to Landlord; and, mortgagefurther, transferprovided, pledge or sublease, a that: (a) Tenant shall not then be in Default has occurred and remains continuing under this Lease; (b) in the case of an assignment, the succeeding entity shall assume in writing all of the obligations of this Lease thereafter arising on the part of Tenant and carry on the Permitted Use; (c) such entity has sufficient resources to support its obligations under this Lease; (d) in the case of (ii) above, any such assignee in possession of the Premises shall, during such possession, remain an Affiliate of Tenant; and (e) such assignment or transfer shall in no manner relieve Tenant of any of the obligations undertaken by it under this Lease. Tenant shall submit such information as Landlord may reasonably require concerning all of the foregoing for Landlord's files.

Permitted Transfers. The provisions of Section 8.1 shall not apply In addition to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding notwithstanding anything to the contrary contained in this Section 8.3Paragraph 21.A above, and provided said Lease Term has commenced and the Basic Rent Abatement Period has expired and Tenant is not in no event may Tenant assign, mortgage, transfer, pledge or sublease default of this Lease beyond the applicable cure period, Landlord hereby agrees that: (1) Landlord shall consent to Tenant’s assigning or subletting said Lease to: (i) any entity whatsoever ifparent or subsidiary corporation, or corporation with which Tenant merges or consolidates provided said entity’s use of the Premises is the same as Tenant’s use and that (a) said affiliate or successor owns all or substantially all of the assets of Tenant and becomes jointly and severally liable with Tenant for the Term of the Lease from the Lease Commencement Date through the scheduled Lease Termination Date (or the extended Lease Termination Date if said date is extended), (b) the net worth of said parent or subsidiary corporation, or said corporation has a net worth equal to or greater than Tenant’s net worth (x) at the time of Lease execution or (y) at the time of such assignment, mortgagemerger, transferor consolidation, pledge whichever is greater (collectively “Permitted Transfers”), and (c) Tenant shall give Landlord written notice at least thirty (30) days prior to the effective date of the proposed purchase, merger, consolidation or subleasereorganization; or (ii) any third party or entity to whom Tenant, as an ongoing concern, sells all or substantially all of its assets; provided that (a) said affiliate or successor owns all or substantially all of the assets of Tenant, (b) the net worth of the resulting or acquiring corporation has a Default has occurred net worth after the merger, consolidation or acquisition equal to or greater than the net worth of Tenant (x) at the time of Lease execution or (y) at the time of such merger, consolidation or acquisition, whichever is greater ((i) and remains continuing (ii) above collectively referred to as “Permitted Transfers”), and (c) Tenant shall give Landlord written notice at least thirty (30) days prior to the effective date of the proposed purchase, merger, consolidation or reorganization; and (2) subject to Tenant complying with the terms and conditions referenced herein, Landlord shall waive its right to terminate the Lease due to a Permitted Transfer. In the event Tenant transfers fifty percent (50%) or more of Tenant’s stock to a third party entity and such transfer does not include the sale of Tenant’s assets, said transfer of stock shall not require Landlord’s approval provided that (a) the net worth of said third party entity following such stock transfer is equal to or greater than the net worth of Tenant (x) at the time of Lease execution or Lease Commencement Date or (y) immediately before the stock transfer and any such transfer does not leave the Tenant as a shell organization and (b) Tenant provides Landlord written notice at least thirty (30) days prior to the effective date of the proposed stock transfer (unless such 30-day notice would be in violation of applicable law, in which case, said notice will be given immediately following the expiration date of any such legal restriction). No such assignment or subletting or sale of stock will release the Tenant from its liability and responsibility under this Lease. Notwithstanding the above, Tenant shall be required to (a) give Landlord written notice prior to such assignment or subletting or sale of stock to any party as described above, (b) execute Landlord’s consent document prepared by Landlord reflecting the assignment or subletting and (c) pay Landlords costs for processing said Consent prior to the effective date of said assignment or sublease. Nothing herein shall be deemed to permit (i) any assignee to further assign this Lease or sublet all or any portion of the Premises or (ii) any subtenant to assign its interest in the sublease to any other party without Landlord’s prior written consent.

Permitted Transfers. The provisions A Transfer of Section 8.1 (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) a direct or indirect beneficial interest in Borrower shall be permitted without Lender's consent if (i) Lender receives thirty (30) days prior written notice thereof, (ii) such Transfer is to one or more Qualified Institutional Borrowers or one or more Persons wholly owned, directly or indirectly, by one or more Qualified Institutional Borrowers, (iii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iv) subsequent to such Transfer, Borrower will continue to be a Single Purpose Entity, (v) a Qualifying Manager shall manage the Property, (vi) if (x) such Transfer causes the Transferee to own, in the aggregate with the ownership interests of its Affiliates and family members, more than a 49% interest in Borrower (and the Transferee (in the aggregate with the ownership interests of its Affiliates and family members) did not, prior to such Transfer, own more than a 49% interest in Borrower), or (y) such Transfer, together with all other Transfers by Borrower, whether in a single Transfer or in a series of Transfers and whether or not apply effected simultaneously, results in a Transfer of more than 49% of the aggregate limited liability interests in Borrower or (z) subsequent to any Transfer, Guarantor does not Control, directly or indirectly, Borrower, (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basisreasonably acceptable non-consolidation opinion is delivered to Lender concerning, to an unrelated third partyas applicable, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignmentBorrower, the transferee new Transferee, any Person which subsequent to the permitted Transfer will own 49% or assignee is, in the sole, but reasonable determination more of Landlord Borrower and/or their respective owners (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; and (b) an assignment a Rating Agency Confirmation is obtained by Borrower and delivered to Lender and (vii) Borrower shall reimburse Lender, on the date of this Lease to a successor to Tenant by mergersuch Transfer, consolidationfor all reasonable costs and expenses, reorganization or similar corporate restructuring including, without limitation, reasonable attorney's fees and disbursements, incurred or to be incurred by Lender in connection with such Transfer. Notwithstanding the foregoing, nothing contained in this Agreement or the other Loan Documents shall in any way restrict or prohibit, nor shall any notice to Lender or consent of Lender be required in connection with (1) the Transfer or issuance of any securities or any direct or indirect interests in any direct or indirect owner of Borrower that is publicly traded on a national exchange (including, for so long as it is an entity that controlsindirect owner of Borrower, is controlled byGuarantor and/or Vornado Realty Trust, a Maryland business trust (VRT), as the case may be), or is under common control with(2) the merger or consolidation of Guarantor and/or VRT, Tenant; or (c) a subletting of the Premises or any part thereof. In as the case maybe, with or into any other Person (each, a PUBLIC TRANSFER, and collectively, the PUBLIC TRANSFERS); provided, however, that, if any Public Transfer or series of an assignment or sublease that is expressly permitted pursuant to Public Transfers (a) or (c) other than the sale of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or subleasepublicly traded shares in Guarantor and/or VRT, as applicable, in the ordinary course of business) shall result in a change in Control of Guarantor and/or VRT, as applicable, then Lender's prior written consent shall be required (and, after a Securitization, a Rating Agency Confirmation shall be required) in connection with such Public Transfer unless after giving effect to such Public Transfer, Guarantor and/or VRT, as the case may be (or their respective successor entity thereto), shall be a Person that has been effectuated within ten and provides substantially at least the same experience and expertise as Guarantor and/or VRT, as applicable, prior to such Transfer in conducting business of the nature currently conducted by Guarantor and/or VRT, as applicable or (103) business days the Transfer of any direct or indirect interest in Borrower to VRT or Vornado Realty L.P., a Delaware limited partnership (VOP); provided if after the effective date of giving effect to such assignment or sublease. Any permitted transferee under Transfer (a) more than 49% of this Section 8.3 shall execute and the direct or indirect aggregate limited liability interests in Borrower (whether individually or in the aggregate of all such Transfers) are transferred to VRT and/or VOP (or together with any of their respective Affiliates would exceed), Borrower must first deliver to Landlord any Lender a reasonably acceptable non-consolidation opinion to Lender concerning Borrower, VRT and/or VOP (as applicable) and/or their respective owners (if applicable) and/or (b) Guarantor would not Control, directly or indirectly, Borrower, as a condition to such Transfer Borrower must deliver to Lender a Guaranty of Recourse Obligations and all documentation reasonably Environmental Indemnity and Completion Guaranty (if a Completion Guaranty is then in effect or a ratification from Borrower that it will cause VRT to deliver such Completion Guaranty in the future if required by Landlord the terms hereof and treating VRT as Guarantor hereunder) in order substantially the form of the Recourse Guaranty and Environmental Indemnity and EXHIBIT G, respectively, from VRT to evidence assignee’s assumption of all Lender (and Lender shall release the Guarantor from its obligations of Tenant hereunder and to evidence under the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything Loan Documents except for any obligations which first arose prior to the contrary applicable transfer) together with any other documents reasonably requested by Lender. In addition, notwithstanding the foregoing, nothing contained in this Section 8.3Agreement or the other Loan Documents shall in any way restrict or prohibit, nor shall any notice to Lender or consent of Lender be required in no event may Tenant assignconnection with (i) the Transfer or issuance of any direct or indirect interests in VOP, mortgageor (ii) the merger or consolidation of VOP with or into any other Person; provided, transferhowever, pledge that, immediately after giving effect to each such Transfer, VRT (or sublease this Lease any successor entity permitted above as a result of a Public Transfer) shall continue to any entity whatsoever ifbe the managing general partner of VOP and VRT shall remain in control of the business and operations of VOP, at regardless of the time percentage of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseequity interests in VOP owned by VRT.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.310(a) hereof, in provided no event may Tenant assignoutstanding, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, uncured Event of Default exists at the time of such assignmentTransfer (, mortgageTenant shall be permitted to Transfer all or a portion of the Leased Premises (by way of assignment or subletting) without the prior written consent of Landlord provided that (i) the proposed transferee of such interest is an Affiliate of Tenant (as defined below), and (ii) Tenant notifies Landlord in writing of the effective date and terms of such Transfer prior to the effective date thereof, and memorializes the same in an appropriate written document prior to the effective date of such Transfer; and (iii) Tenant (or the entity resulting from such transaction, maintains a Net Worth (as defined below) at the time of such transaction (and immediately following the completion of any related transactions) of at least the greater of the Net Worth of Tenant as of the date hereof or the Net Worth of Tenant as of the date immediately prior to such Transfer (in which case Tenant shall deliver written proof reasonably acceptable to Landlord that the transaction satisfies the aforesaid Net Worth requirement). Such transfer shall be referred to herein as a “Permitted Transfer”). For the purposes of this Paragraph, an Affiliate of Tenant shall mean: (A) any entity that prior to and following the effective date of the proposed transfer, pledge directly or subleaseindirectly, controls, is controlled by or is under common control with Tenant; (B) any entity into which or with which Tenant is merged or consolidated or which is merged or consolidated into or with Tenant; (C) any entity which acquires all or substantially all of the stock or assets of Tenant; and (D) any entity which acquires a Default has occurred controlling interest in the stock or partnership interests of Tenant. For purposes of this definition, “control” means possessing the power to direct or cause the direction of the management and remains policies of the entity by the ownership of a majority of the voting securities of the entity. No such Permitted Transfer shall in any way alter the terms of this Lease or Tenant’s and Guarantor’s, if any, continuing under this Leaseliability hereunder.

Permitted Transfers. The provisions of Section 8.1 shall not apply If Tenant desires to (a) a assign, sublease, hypothecate or otherwise transfer or an assignment of this Lease or sublet the Premises (generally, a "TRANSFER"), then at least 15 business days, but not more than 30 business days, before the date Tenant desires the Transfer to be effective (the "ASSIGNMENT DATE"), Tenant shall give Landlord a Notice (the "ASSIGNMENT NOTICE") containing such information about the proposed transferee, including the proposed use of the Premises and any Hazardous Materials proposed to be used or stored in the Premises, the Assignment Date, any relationship between Tenant and the proposed transferee, and all material terms and conditions of the proposed Transfer, and such other information as Landlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord may, by giving Notice to Tenant within 15 business days after receipt of the Assignment Notice: (i) grant or refuse such consent, in its sole and absolute discretion, with respect to any Transfer other than a straightforward sublease of not more than 5,000 square feet of the Premises (a "MINOR SUBLEASE"), or grant or refuse such consent, in its reasonable discretion, with respect to such a Minor Sublease, or (ii) terminate this Lease with respect to the space described in the Assignment Notice, as of the Assignment Date (an "ASSIGNMENT TERMINATION"). If Landlord elects an Assignment Termination, Tenant shall have the right to withdraw its Assignment Notice by Notice to Landlord of such election within 5 days after Landlord's Notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of the Assignment Date with respect to the space described in such Assignment Notice. No failure of Landlord to exercise any such option to terminate this Lease shall be deemed to be Landlord's consent to the proposed Transfer. Tenant shall reimburse Landlord for all reasonable out-of-pocket expenses, up to a maximum of $1,000.00, incurred by Landlord in connection with the sale its consideration of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this LeaseAssignment Notice.

Permitted Transfers. The provisions So long as International Network Services is ------------------- the Tenant in possession of Section 8.1 the Premises and is not in default, Tenant shall not apply have the right, subject to (a) a transfer or an assignment the following terms and conditions and without the consent of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basisLandlord, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s Sublet its interest in this Lease; and the Lease (IIi) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to any corporation which is a successor to Tenant either by merger, consolidation, reorganization merger or similar corporate restructuring consolidation or (ii) to an entity that controls, is controlled bya purchaser of all or substantially all of Tenant's assets (provided such purchaser shall also have assumed substantially all of Tenant's liabilities), or is (iii) to a corporation or other entity which shall control, be under the control of, or be under common control withwith International Network Services, Tenant; or (c) a subletting the term "control" shall be deemed to mean ownership of more than 50% of the Premises outstanding voting stock of a corporation, or other majority equity and control interest if Tenant is not a corporation; any part thereof. In such entity is a "Related Entity"), upon the case conditions that (1) the principal purpose of an assignment or sublease that such Sublet is expressly permitted pursuant not the acquisition of Tenant is interest in this Lease (except if the Sublet is made to (a) or (c) a Related Entity and is made for a valid intracorporate business purpose and is not made to circumvent the provisions of this Section 8.325), and (2) any such Subtenant shall have a net worth and annual income and cash flow, determined in accordance with generally accepted accounting principles, consistently applied, after giving effect to such Sublet, equal to or greater that Tenant's as of the Execution Date, as determined by Landlord in its sole discretion, exercised in good faith. Within ten days after execution thereof, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any (x) a duplicate original of the instrument evidencing the Subrent, (y) if applicable, evidence reasonably satisfactory to Landlord establishing compliance by the Subtenant with the net worth, income and all documentation reasonably required by Landlord in order to evidence assignee’s assumption cash flow requirements of all obligations of Tenant hereunder and to evidence the assignee’s compliance clause (or ability to comply) with (a)(II2) above. Notwithstanding anything , and (z) an instrument in form and substance reasonably satisfactory to Landlord, duly executed by the contrary contained in this Section 8.3Subtenant, in no event may Tenant assignwhich the Subtenant assumes and agrees to be bound by the terms, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time conditions and covenants of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an An "AFFILIATE" means any entity that (i) controls, is controlled by, or is under common control withwith Tenant, (ii) results from the transfer of all or substantially all of Tenant; 's assets or stock, or (ciii) a subletting results from the merger or consolidation of Tenant with another entity. "CONTROL" means the direct or indirect ownership of more than fifty percent (50%) of the Premises or any part thereof. In the case voting securities of an assignment entity or sublease that is expressly permitted pursuant possession of the right to vote more than fifty (a) or (c50%) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy the voting interest in the ordinary direction of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) aboveentity's affairs. Notwithstanding anything to the contrary contained in the Lease, Landlord's consent shall not be required for any assignment of this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge Lease or sublease this Lease of all or a portion of the Premises to an Affiliate so long as the following conditions are met: (a) at least thirty (30) business days before any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge assignment or sublease, a Default Xxxxxxxx receives written notice of such assignment or sublease (as well as any documents or information reasonably requested by Landlord regarding the proposed intended transfer and the transferee); (b) Tenant is not then and has occurred and remains continuing not been in default under this Lease; (c) if the transfer is an assignment or any other transfer to an Affiliate other than a sublease, the intended assignee assumes in writing all of Tenant's obligations under this Lease relating to the Premises in form satisfactory to Landlord or, if the transfer is a sublease, the intended sublessee accepts the sublease in form satisfactory to Landlord; (d) the intended transferee has a tangible net worth, as evidenced by financial statements delivered to Landlord and certified by an independent certified public accountant in accordance with generally accepted accounting principles that are consistently applied, at least equal to the net worth of the original Tenant under the Lease as of the Effective Date ; (e) the Premises shall continue to be operated solely for the use specified in the Lease; and (f) Tenant shall pay to Landlord all costs reasonably incurred by Landlord or any mortgagee or ground lessor for such assignment or subletting, including, without limitation, reasonable attorneys' fees. No transfer to an Affiliate in accordance with this subparagraph shall relieve Tenant named herein of any obligation under this Lease or alter the primary liability of Tenant named herein for the payment of Rent or for the performance of any other obligation to be performed by Xxxxxx, including the obligations contained in the Lease with respect to any Affiliate.