Common use of Transfers Clause in Contracts

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord's standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (Landlord, not to exceed $3,500 [***] for a Transfer in the aggregate for any particular Transfer)ordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 15 business days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively individually as a “Transfer,” and, collectively, as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) upon Landlord’s request, an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable out-of-pocket professional fees (including, without limitation, reasonable attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 15 business days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty ten (3010) business days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this LeaseLease after the expiration of applicable notice and cure periods. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (Landlord, not to exceed $3,500 2,500.00 for a Transfer in the aggregate for any particular Transfer)ordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. Except as otherwise expressly provided herein, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the material terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", if any, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant substantially in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effecteffect with respect to this Lease and the Premises, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, reasonable attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord; provided, however, that if the proposed Transfer does not involve a change of use or substantial alterations of the Premises, Landlord's recoverable fees shall not exceed $4,000.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 20 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Concurrently with Tenant’s delivery of the Transfer Notice, Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and (iv) current financial statements of all agreements incidental or related to such Transfer, provided that Landlord shall have the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord right to determine require Tenant to utilize Landlord’s standard Transfer documents in connection with the financial responsibility, character, and reputation of the proposed Transferee, nature documentation of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.1049651.1 1/SF 373398-00076/i i-i3-i7/arb/jll 21 Recursion Pharmaceuticuls. Inc.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as fees(not to exceed $1,500.00 for Landlord’s internal costs) plus any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,000.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person or entity to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Except as otherwise provided in Section 11.04 below, Tenant shall notnot assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use all or any portion of the Premises (in each such case, collectively or individually, a “Transfer” to a “Transferee”) without the prior written consent of Landlord, assignwhich consent shall not be unreasonably withheld, mortgageconditioned or delayed if Landlord does not exercise its recapture rights under Section 11.02. Without limitation, pledgeit is agreed that Landlord’s consent shall not be considered unreasonably withheld if the proposed Transferee (a) is a governmental entity or is an existing occupant of the Building, hypothecate(b) whether or not an existing occupant of the Building, encumberhas been in discussions with Landlord regarding the leasing of space within the Building within the preceding six (6) months, (c) is incompatible with the character of occupancy of the Building, as reasonably determined by Landlord, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet (d) would subject the Premises to a use which would: (i) violate any exclusive right granted to another tenant of the Building; (ii) require any addition to or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use modification of the Premises or any part thereof by any persons the Building in order to comply with building code or other governmental requirements; or (iii) involve a violation of the Permitted Use clauses of this Lease. Except as permitted under Section 11.04 below, if the entity(ies) that directly or indirectly controls the voting shares/rights of Tenant (other than Tenant and its employees and contractors through the ownership of voting securities listed on a recognized securities exchange) changes at any time, such change of ownership or control (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord Change in writing, which notice (the “Transfer NoticeControl”) shall include (i) the proposed effective date of the constitute a Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent in violation of this Section shall, at Landlord’s option, be null, void and of no effectdeemed a Default by Tenant as described in Section 16.01, and shallshall be voidable by Landlord. In no event shall any Transfer, at Landlord’s optionincluding a Permitted Transfer, constitute a default by release or relieve the Tenant from any obligation under this Lease. Whether or not Landlord consents to any proposed Transfer, and the Tenant entity originally named in this Lease shall pay Landlordremain primarily liable for the performance of the tenant’s reasonable review and processing feesobligations under this Lease, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not amended from time to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordtime.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which shall not be unreasonably withheld, conditioned or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) if available, current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any (v) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)grant consent, within thirty thirty, (30) days after written request by Landlord, Tenant shall reimburse Landlord for any actual, documented and reasonable legal fees incurred by Landlord in connection with Tenant's proposed Transfer (not to exceed [***]).

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, in an amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the aggregate, but such limitation of fees shall only apply to the extent such Transfer is in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered “in the ordinary course of business” if such Transfer involves the review of documentation by Landlord on more than two (2) occasions.

Transfers. Tenant shall not, without the prior written consent of Landlord, which will not be unreasonably withheld, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (Landlord, not to exceed Two Thousand and 00/100 Dollars ($3,500 2,000.00) for a Transfer in the aggregate for any particular Transfer)ordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord Xxxxxxxx (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord's standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable out of pocket professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.thirty

Transfers. Except as expressly provided herein, Tenant shall not, without the prior written consent may not voluntarily or involuntarily or by operation of Landlordlaw, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, sell or otherwise transfer, transfer this Lease or any interest hereunderherein, cause or permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises all or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises to be sublet, occupied or any part thereof used by any persons other than Tenant and its employees and contractors or permit anyone to succeed to any interest in this Lease or the Premises (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as being a “TransfereeTransfer”)) without the prior consent of Landlord. If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writing, which with notice (the “Transfer Notice”) ), which shall include (ia) the proposed effective date of the TransferTransfer (the “Contemplated Effective Date”), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery Landlord’s receipt of the Transfer Notice, and the contemplated length of the term of the proposed Transfer, (iib) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including including, if applicable, calculation of the “Transfer Premium”, ” (as that term is defined in Section 14.3 below, in connection with such Transfer), the name and address of the proposed Transfereetransferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivd) current financial statements of the proposed Transferee certified by an officertransferee covering the preceding two (2) years (if available), partner (e) any ownership or owner thereofcommercial relationship between Tenant and the proposed transferee, and (f) any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer. If Landlord’s consent to such Transfer is required, nature then within ten (10) days after receiving the Transfer Notice (or such longer period of such Transfereetime required by a Security Holder, not to exceed thirty (30) days), Landlord shall notify Tenant of (i) its consent to the proposed Transfer to the named transferee on the terms and conditions set forth in the Transfer Notice, or (ii) its refusal to consent to the proposed Transfer, which shall include Landlord’s business and proposed use of the Subject Spacereasons for refusing to consent thereto. Any Transfer requiring Landlord’s consent that is made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and/or constitute a non-curable “Default” (as defined below). Tenant shall pay Landlord a fee of One Thousand and of no effect, and shall, at 00/100 Dollars ($1,000.00) for Landlord’s optionreview of any proposed Transfer, constitute a default by Tenant under this Lease. Whether where Landlord’s consent is required, whether or not Landlord consents to thereto, plus any reasonable third party legal fees incurred by Landlord in connection with any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord1,000.00.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit cause any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (not to be unreasonably withheld), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, [BigHat Biosciences, Inc.] Execution Original be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this LeaseLease after the expiration of applicable notice and cure periods. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)grant consent, within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord up to Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review and processing fees, and any legal fees incurred by Landlord in connection with Xxxxxx’s proposed Transfer.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (in each case not to exceed $3,500 2,5000 in the aggregate for any particular per proposed Transfer), within thirty (30) days after written request by Landlord.

Transfers. Except as provided in Section 14.7 below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereofthereof (subject to Landlord’s execution of a commercially reasonable non-disclosure agreement), business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject SpaceSpace and (v) an executed estoppel certificate from Tenant stating the information set forth in items (a) through (d) in Article 17 below. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable (or Landlord’s property manager’s) review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (or Landlord’s property manager), which review and processing fees and reasonable professional fees shall not to exceed $3,500 in the aggregate for any particular Transfer)$2,500 per consent request, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlord(which shall not be unreasonably withheld, conditioned or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 20 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the [Blade Therapeutics, Inc.] proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors connectors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 10 business days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spacein rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject HCP, INC [Britannia Pointe Grand] [ORIC Pharmaceuticals, Inc.] Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord (provided such information is requested by Landlord within ten (10) days following Tenant’s submission to Landlord of the Transfer Notice) which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, (v) any proposed sublease document, if applicable, which sublease document shall contain language stating that in the event Landlord and Tenant terminate this Lease for any reason or for no reason, such subtenant acknowledges and agrees that the sublease shall automatically terminate and be of no further force or effect, and (vi) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E (which estoppel certificate shall be modified, as appropriate, to contain accurate information). Landlord shall approve or disapprove of the proposed transfer within twenty (20) days following Landlord’s receipt of the applicable Transfer Notice and all documents requested by Landlord pursuant to this Section 14.1 (the “Review Period”). In the event Landlord fails to respond to any request for consent to a Transfer within the Review Period, then Tenant shall have the right to provide Landlord with a second (2nd) request for consent (the “Second Request”). The Second Request shall specify the terms of the first request, and specifically state that Landlord’s failure to respond within ten (10) days following Landlord’s receipt of the Second Request shall be deemed Landlord’s approval of such proposed Transfer. In the event Landlord fails to respond to Tenant’s Second Request with ten (10) clays following Landlord’s receipt of the Second Request, the Proposed Transfer shall be deemed to have been approved by Landlord. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing feesfees (not to exceed One Thousand Five Hundred and No/100 Dollars ($1,500.00) for Landlord’s internal costs), as well as plus any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Except as otherwise expressly provided herein, Tenant shall not, without the prior written consent of Landlord, : (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of lawLaw or otherwise, (ii) sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise (iii) permit the occupancy or use of the Premises or any part thereof by any persons Persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person Person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”), or (iv) advertise the Premises for Lease for Transfers. If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice shall include: (the “Transfer Notice”) shall include (ia) the proposed effective date of the Transfer, (which shall not be less than thirty (30) days nor more than one hundred eighty (180) 90 days after the date of delivery of the Transfer NoticeTenant’s notice), (iib) a description of the portion of the Premises to be transferred Transferred (herein called the “Subject Space”), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”name, as that term is defined in Section 14.3 below, in connection with such Transfer, the name address and address of background information concerning the proposed Transferee, and a true and complete copy of all existing executed and/or proposed documentation pertaining to the proposed TransferTransfer documentation, and (ivd) current financial statements (balance sheets and income/expense statements for the current and prior three (3) years) of the proposed Transferee Transferee, in form and detail reasonably satisfactory to Landlord, certified by an officer, partner or owner thereofof the Transferee, and any other information reasonably required by Landlord which will to enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, complying with this Article shall at Landlord’s option, option be null, void and of no effect, and shall, at Landlord’s option, or shall constitute a default by Tenant Default under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay a reasonable fee (but not less than $500.00) towards Landlord’s reasonable review and processing feesexpenses, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.. In no event shall any Transferee be: (w) an existing tenant of the

Transfers. Except as otherwise specifically provided or permitted in this Article 14, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of Tenant’s interest in this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (1801) days year after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee, (v) any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , which information is requested within five (5) business days following Tenant’s submission to Landlord of the items described in clauses (i), (ii), (iii), (iv) and (vi) of this Section 14.1, and (vi) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer requiring Landlord’s consent which is made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default Default by Tenant under this LeaseLease if not rescinded or terminated within ten (10) business days following notice from Tenant. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (Landlord, not to exceed $3,500 2,500.00 for a Transfer in the aggregate for any particular Transfer)ordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the 000 XXX XXXXXXXXXX XXXXXX “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Subject to Section 14.8 below, Tenant shall not, without the Landlord’s prior written consent of Landlord(which consent shall not be unreasonably withheld, condition or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer (other than a Permitted Transfer), Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 15 business days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer (which shall include, without limitation, any attorney fees for such review), whether or not Landlord consents to any proposed such Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, by operation of law or otherwise, (a) assign, transfer, mortgage, pledge, hypothecate or otherwise encumber this Lease, the Premises or any part of or interest in this Lease or the Premises, (b) grant any concession or license within the Premises, (c) sublet all or any part of the Premises or any right or privilege appurtenant to the Premises, or (d) permit any other party to occupy or use all or any part of the Premises (collectively, a “Transfer”), without the prior written consent of Landlord, assignwhich shall not be unreasonably withheld, mortgageconditioned or delayed. This prohibition against a Transfer includes, pledgewithout limitation, hypothecate(i) any subletting or assignment which would otherwise occur by operation of law, encumbermerger, consolidation, reorganization, transfer or other change of Tenant’s corporate or proprietary structure; (ii) an assignment or subletting to or by a receiver or trustee in any federal or state bankruptcy, insolvency, or other proceedings; (iii) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without specific assignment of Lease; (iv) the change in control in a partnership; or (v) conversion of Tenant to a limited liability entity. Landlord shall have the right to make such investigations as it deems reasonable and necessary in determining the acceptability of the proposed assignee or subtenant. Such investigations may include inquiries into the financial background, business history, capability of the proposed assignee or subtenant in its line of business, and the quality of its operations. Under no circumstances shall Landlord be obligated to consent to the assignment of this Lease or the subletting of the Premises to any entity whose operations violate the Declaration. Tenant shall provide to Landlord such information as Landlord may reasonably require to enable it to determine the acceptability of the proposed assignee or subtenant, including information concerning all of the foregoing matters, and Landlord shall have no obligation to consent to any assignment or subletting unless it has received from Tenant, at no cost or expense to Landlord, the most recent audited financial statements of the proposed assignee or subtenant, a copy of the proposed sublease or assignment agreement, to be followed by a copy of the fully executed document, and such other information as Landlord reasonably requires. For purposes of this Section 11, an assignment, transfer or sale of stock or other ownership interests in Tenant shall be deemed an assignment within the meaning of and shall be governed by this Section. No assignment or subletting, be it with or without the consent of Landlord, shall release Tenant from its obligations under this Lease nor shall Tenant permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunderherein or in the tenancy hereby created to become vested in or owned by any other person, permit any assignmentfirm, or other transfer of this Lease or any interest hereunder corporation by operation of law, sublet the Premises law or any part thereof, otherwise. The power of Landlord to give or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and withhold its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transferassignment or subletting shall not be exhausted by the exercise thereof on one or more occasions, Tenant but shall be a continuing right and power with respect to any type of transfer, assignment or subletting. Within ten (10) business days of Landlord’s receipt of all requested information, Landlord shall notify Landlord Tenant in writing, which notice (the “Transfer Notice”) shall include writing that either (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Noticesuch assignment or sublease is approved, (ii) a description of such assignment or sublease is not approved, or (iii) that Landlord has elected to terminate the Lease with respect to that portion of the Premises to be transferred (assigned or subleased and the “Subject Space”)effective date of such termination, (iii) all whereupon Tenant shall vacate and surrender that portion of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by LandlordPremises so terminated.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and provided further that the terms of the proposed Transfer shall provide that such proposed Transferee shall not be permitted to further assign or sublease its interest in the Subject Space and/or Lease, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject SpaceSpace and (v) an executed estoppel certificate from Tenant stating the information set forth in items (a) through (d) in Article 17 below. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable (or Landlord’s property manager’s) review and processing feesfees (which currently equal $1,500.00 for each proposed Transfer), as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transferor Landlord’s property manager), within thirty (30) days after written request by Landlord; provided that Tenant’s reimbursement for Landlord’s fees pursuant to this sentence shall not exceed $5,000.00 in connection with any one Transfer.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, provided that in no event shall such costs and expenses exceed $2,000.00 for a Transfer in the ordinary course of business.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person or entity to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to In connection with any Transfersuch Transfer contemplated by Tenant, Tenant shall notify Landlord in writingsubmit a written request for consent notice to Landlord, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection together with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine (i) the financial responsibility, character, and reputation of the proposed Transferee, (ii) the nature of such Transferee’s business and business, (iii) the proposed use of the applicable portion of the Premises (which applicable portion of the Premises to which the proposed Transfer relates shall be known as the “Subject Space”), and (iv) any other reasonable consent parameters. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumberencunnb4r, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer consent documents in connection with the consent to such Transfer, and provided further that the terms of the proposed Transfer shall provide that such proposed Transferee shall not be permitted to further assign or sublease its interest in the Subject Space and/or Lease unless such Transfer is in accordance with the provisions of this Article 14, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (which costs and fees shall not to exceed $3,500 3,000.00, in the aggregate aggregate, for any particular each proposed Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of --------- Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”"SUBJECT SPACE"), (iii) all of the terms TCC's of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”"TRANSFER PREMIUM", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)shall, within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable and actual out-of-pocket third-party costs and expenses incurred by Landlord in connection with its review of a proposed Transfer; provided that such costs and expenses shall not exceed One Thousand Five Hundred and No/100 Dollars ($1,500.00) for a Transfer in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered "in the ordinary course of business" if such Transfer involves the review of documentation by Landlord on more than two (2) occasions with regard to a single proposed Transfer.

Transfers. Subject to the TCCs of Section 14.8, below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, by operation of law or otherwise, except with respect to any affiliate of Tenant (a) assign, transfer, mortgage, pledge, hypothecate or otherwise encumber this Lease, the Leased Premises or any interest therein, (b) grant any concession or license within the Leased Premises, (c) grant or transfer any management privileges or rights with respect to the Leased Premises, or (d) advertise for any of the foregoing, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit . If Tenant requests Landlord's consent to any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other transfer transaction prohibited by this Section 14.1 (collectively, a "Transfer"), then Tenant shall provide Landlord with a written description of this Lease or any interest hereunder by operation all terms and conditions of lawthe proposed transfer, sublet copies of the Premises or any part thereofproposed documentation, or enter into any license or concession agreements or otherwise permit and the occupancy or following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Leased Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Tenant shall reimburse Landlord for its reasonable attorneys' fees and other expenses incurred in connection with considering any request for its consent to a Transfer. Landlord's consent to a Transfer shall not release Tenant from performing its obligations under this Lease but rather Tenant's transferee shall assume all of Tenant's obligations under this Lease in a writing satisfactory to Landlord, and Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfer. While the Leased Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred subject to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) may collect directly from such transferee all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining rents or other sums relating to the proposed Transfer, Leased Premises becoming due to Tenant or Landlord and (iv) current financial statements of apply such rents or other sums against the proposed Transferee certified by an officer, partner or owner thereof, Rent and any other information reasonably required by sums payable hereunder. Tenant authorizes its transferees to make payments of rent and any other sums due and payable, directly to Landlord which will enable upon receipt of notice from Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacedo so. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.Lease Agreement

Transfers. Except as otherwise provided in this Section 14, Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Concurrently with Tenant’s delivery of the Transfer Notice, Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, in an amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the aggregate, but such limitation of fees shall only apply to the extent such Transfer is in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered “in the ordinary course of business” if such Transfer involves the review of documentation by Landlord on more than two (2) occasions.

Transfers. Subject to Section 14.7 below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors agents (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”"SUBJECT SPACE"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any (v) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)grant consent, within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord Five Hundred Dollars ($500.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord in connection with Tenant's proposed Transfer (which legal fees shall not exceed $750.00 for each proposed Transfer for which Tenant executes Landlord's standard from consent to assignment in the form of EXHIBIT I-1 attached hereto or Landlord's standard from consent to sublease in the form of EXHIBIT I-2 attached hereto, as the case may be).

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (not to be unreasonably withheld), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this LeaseLease after the expiration of applicable notice and cure periods. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)grant consent, within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord up to Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review and processing fees, and any legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard consent documents in connection with the documentation of Landlord’s consent to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, in an amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the aggregate, but such limitation of fees shall only apply to the extent such Transfer is in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered “in the ordinary course of business” if such Transfer involves the review of documentation by Landlord on more than two (2) occasions.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord's standard Transfer documents in connection with the documentation of such Transfer, and provided further that the terms of the proposed Transfer shall provide that such proposed Transferee shall not be permitted to further assign or sublease its interest in the Subject Space and/or Lease, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.DocuSign Envelope ID: 2AF71C8F-63E9-45D8-84DE-18D3F80FA89A

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the HCP, INC. [Eccles Business Park] occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which that will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, including attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard consent document in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord; provided that such costs and expenses shall not exceed Five Thousand and 00/100 Dollars ($5,000.00) for a Transfer in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered “in the ordinary course of business” if such particular proposed Transfer involves the review of documentation by Landlord on more than two (2) occasions.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person or entity to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) days nor more than one two hundred eighty seventy (180270) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any particular, proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing feesfees (not to exceed Five Hundred Dollars ($500.00), as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees, but not in excess of Three Thousand Five Hundred Dollars ($3,500.00) in the aggregate) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E, which is requested within five (5) business days following Tenant’s submission to Landlord of the items described in clauses (i), (ii), (iii) and (iv) of this Section 14.1. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, not to exceed $3,500 for a Transfer in the ordinary course of business. For purposes hereof, “in the ordinary course of business” shall include the review of Transfer documentation on no more than two (2) occasions.

Transfers. Except in connection with a Permitted Transfer (as that term is defined in Section 14.8 below), Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord., provided that such fees shall not exceed Two Thousand Five Hundred Dollars ($2,500.00) for any such Transfer in the ordinary course of business. For purposes of this Lease, “in the ordinary course of business” shall include, without limitation, the review of documents on no more than three (3) occasions in connection with any particular Transfer. -26- HCP XXXXXX XXXXX, LLC [11099 NORTH XXXXXX XXXXX ROAD] [Synthorx Inc.]

Transfers. Tenant shall not, without the Landlord's prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “Transferee”"Transfer"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify provide Landlord in writing, which notice (the “Transfer Notice”) shall include with (i) notice of the terms of the proposed Transfer, including its proposed effective date of (the Transfer"Contemplated Effective Date"), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject "Contemplated Transfer Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the "Transfer Notice"). Within 15 business days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Default. Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord's review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent (except as otherwise provided below) of Landlord, assignwhich consent will not be unreasonably withheld, mortgageconditioned or delayed, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, assign this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease sublet all or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use portion of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as a “Transfers” and Transfer”; any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires to obtain Landlord’s consent to any TransferTransfer (and such consent is required under the terms of this Article 13), Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iiiii) all of the material economic terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all relevant existing executed and/or proposed documentation (to the extent then existing) pertaining to the proposed Transfer, and (iviii) current financial statements of the proposed Transferee certified by an officer, partner Transferee. Landlord shall approve or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation disapprove of the proposed Transferee, nature Transfer within thirty (30) days (the “Review Period”) after Landlord’s receipt of the applicable Transfer Notice. In the event that (i) Landlord fails to notify Tenant in writing of such Transfereeapproval or disapproval within such Review Period and (ii) Landlord fails to notify Tenant in writing of such approval or disapproval within five (5) business days following Landlord’s business and proposed use receipt of a reminder notice of the Subject Spaceexpiration of the Review Period, then Landlord shall be deemed to have approved such Transfer. Any Transfer requiring Landlord’s consent hereunder which is made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect. All Transfers under this Article 13, including any Permitted Transfers pursuant to Section 13.3 below, are and shallshall be subject and subordinate to all of the TCCs of this Lease, at Landlord’s option, constitute a default by Tenant under except as may otherwise be provided in this Lease. Whether or not If Landlord consents to any proposed Transfer, (A) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, and (B) Tenant shall pay deliver to Landlord, promptly after execution, an original executed copy of all relevant documentation pertaining to such Transfer. In addition, no Transfer, whether with or without Landlord’s reasonable review consent and processing feeswhether a Permitted Transfer, as well as shall relieve Tenant from any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordliability under this Lease.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlord(except in connection with a Permitted Transfer as defined in Section 14.8 below), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer (other than a Permitted Transfer) made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer (other than a Permitted Transfer), whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, but in no event in excess of $7,500 provided that such Transfer does not require Landlord to make any substantive modifications to its standard form of consent to Transfer documentation.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) provided that Landlord executes a commercially reasonable non-disclosure agreement, current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (Landlord, not to exceed the sum of $3,500 in the aggregate for any particular Transfer)4,000, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 15 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Concurrently with Tenant’s delivery of the Transfer Notice, Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Except as otherwise specifically provided or permitted in this Article 14, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of Tenant’s interest in this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee, (v) any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , which information is requested within five (5) business days following Tenant’s submission to Landlord of the items described in clauses (i), (ii), (iii), (iv) and (vi) of this Section 14.1, and (vi) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer requiring Landlord’s consent which is made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default Default by Tenant under this LeaseLease if not rescinded or terminated within ten (10) business days following notice from Tenant. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (Landlord, not to exceed $3,500 2,500.00 for a Transfer in the aggregate for any particular Transfer)ordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior HCP LS REDWOOD CITY, LLC [Britannia Seaport Centre] [Relypsa, Inc.] written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which consent shall not be unreasonably withheld, conditioned or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) business days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable reasonable, out-of-pocket professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, provided that in no event shall such costs and expenses exceed $2,000.00 for a Transfer in the ordinary course of business.

Transfers. Tenant shall not, without the prior written consent (except as otherwise provided below) of Landlord, assignwhich consent will not be unreasonably withheld, mortgageconditioned or delayed (and subject to obtaining Master Landlord’s consent to the extent required under the Master Lease, pledgewhich consent Landlord shall cause Master Landlord not to unreasonably withhold, hypothecatecondition or delay), encumber, or permit any lien to attach to, or otherwise transfer, assign this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease sublet all or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use portion of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as a “Transfers” and Transfer”; any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires to obtain Landlord’s (and Master Landlord’s) consent to any TransferTransfer (and such consent is required under the terms of this Article 13), Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iiiii) all of the material economic terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all relevant existing executed and/or proposed documentation (to the extent then existing) pertaining to the proposed Transfer, and (iviii) current financial statements of the proposed Transferee certified by an officer, partner Transferee. Landlord shall approve or owner thereof, disapprove (and any other information reasonably required by Landlord which will enable shall cause Master Landlord to determine the financial responsibility, character, and reputation approve or disapprove) of the proposed Transferee, nature Transfer within thirty (30) days (the “Review Period”) after Landlord’s receipt of the applicable Transfer Notice. In the event that (i) Landlord fails to notify Tenant in writing of such Transfereeapproval or disapproval within such Review Period and (ii) Landlord fails to notify Tenant in writing of such approval or disapproval by Landlord and/or Master Landlord within five (5) business days following Landlord’s business and proposed use receipt of a reminder notice of the Subject Spaceexpiration of the Review Period, then Landlord (and/or Master Landlord, as applicable) shall be deemed to have approved such Transfer. Any Transfer requiring Landlord’s and/or Master Landlord’s consent hereunder which is made without Landlord’s such prior written consent shall, at Landlord’s option, be null, void and of no effect. All Transfers under this Article 13, including any Permitted Transfers pursuant to Section 13.3 below, are and shall be subject and subordinate to all of the TCCs of this Lease, except as may otherwise be provided in this Lease. If Landlord and Master Landlord consent to any Transfer, (A) such consent shall not be deemed consent by such party to any further Transfer by either Tenant or a Transferee, and shall(B) Tenant shall deliver to Landlord, at promptly after execution, an original executed copy of all relevant documentation pertaining to such Transfer. In addition, no Transfer, whether with or without Landlord’s optionand Master Landlord’s consent and whether a Permitted Transfer, constitute a default by shall relieve Tenant from any liability under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.Meet Me Room Sublease

Transfers. Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld and which is hereby given with respect to the Named Assignee, as further described below: (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of lawlaw or otherwise, (ii) sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise (iii) permit the occupancy or use of the Premises or any part thereof by any persons Persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person Person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice shall include: (the “Transfer Notice”) shall include (ia) the proposed effective date of the Transfer, (which shall not be less than thirty (30) days nor more than one hundred and eighty (180) days after the date of delivery of the Transfer NoticeTenant's notice), (iib) a description of the portion of the Premises to be transferred Transferred (herein called the “"Subject Space”"), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfertherefore, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivd) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will to enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require and (e) an offer executed by Tenant to the tenant under Lease dated November 24, 1980 from Cabot, Cabot & Forbes Co., Landlord's predecessor in interest, to The Boston Company Inc., to make an assignment or sublease to it upon the same terms and provisions applicable to such proposed assignment or sublease, provided that Tenant shall not be obligated to make such an offer if the proposed assignment or sublease is to be made to a Tenant Affiliate or if the aggregate amount of rentable floor area proposed to be assigned or sublet (whether pursuant to one or more subleases) is less than 10,000 square feet. Upon receipt from Tenant of such request, information and offer, Landlord shall promptly transmit such offer to tenant under said Lease dated November 24, 1980 who shall have a period of ten (10) days after its receipt thereof to accept the same in writing and if such an offer is not so accepted, or if such an offer is not required to be made, the provisions of Section 21.4 shall be applicable. The terms and provisions of any assignment or subletting permitted hereunder shall specifically make applicable to the assignee or sublessee all of the provisions of this Section 21 so that Landlord and the aforesaid tenant under said Lease dated November 24, 1980 shall have against the assignee or sublessee all rights with respect to any further assignment and subletting which are set forth herein. Any Transfer made without Landlord’s prior written consent complying with this Article shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s option, or shall constitute a default by Tenant Default under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Seven Hundred and Fifty and 00/100 Dollars ($750.00) towards Landlord’s reasonable 's review and processing feesexpenses, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of lawhereunder, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one two hundred eighty seventy (180270) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable 's review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, provided that (I) in no event shall such fees and costs exceed $2,500.00 for a Transfer, and (II) no such fees and costs shall be due in connection with an assignment or sublease which does not require the consent of Landlord pursuant to the terms of this Article 14.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shallshall , at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "Transfer(s)" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, in an amount not to exceed One Thousand Five Hundred Dollars ($1,500) in the aggregate, for a Transfer in the ordinary course of business (for purposes hereof, a Transfer shall be deemed not to be in the "ordinary course of business" if Landlord is required to review documentation related to such Transfer on more than two (2) separate occasions).

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord Land Lord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord (provided that in the event that Landlord exercises its right under Section 14.4, below, then Tenant shall not be obligated to pay any such fees to Landlord).

Transfers. Tenant shall not, without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)contractors. If Tenant desires Landlord’s consent to any Transferassignment or sublease, Tenant shall notify Landlord in writing, writing of its intent to assign the Lease or sublet the Premises which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transferassignment or sublet, which shall not be less than thirty fifteen (3015) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer NoticeTenant’s request for Landlord’s consent, (ii) a description of the portion of the Premises to be transferred assigned or sublet (the “Subject Space”), (iii) all of the terms a copy of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed sublease or assignment/assumption documentation pertaining to the proposed Transferassignment or sublet, and (iv) Tenant shall provide to Landlord current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, responsibility and reputation character of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer assignment or sublease made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transferassignment or sublet, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) reasonably incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Subject to Section 14.7 below, Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or conditioned, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any (v) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s prior written consent (subject to Section 14.7 below) shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)grant consent, within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.

Transfers. Tenant shall notnot (whether directly or indirectly or voluntarily or involuntarily or by operation of Law or otherwise), without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of lawLaw, sublet the Premises or any part thereof, amend or modify any sublease that is consummated in accordance with the terms of this Article 14, permit a subtenant under a sublease that is consummated in accordance with the terms of this Article 14 to further sublease the Premises or any part thereof or to assign the subtenant’s interest under any such sublease in whole or in part by express assignment or by operation of Law or by other means, permit the Premises, or any portion thereof to be use for desk space, mailing privileges or otherwise, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject SpaceLandlord. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall not be released from any liability or obligations under this Lease and Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in collectively, the aggregate for any particular Transfer“Transfer Review Fees”), within thirty (30) days after written request by Landlord not to exceed $2,500.00 per proposed Transfer. Concurrently with delivering a Transfer Notice to Landlord, Tenant shall deliver to Landlord an amount equal to $1,000.00, which amount constitutes an advance against the Transfer Review Fees. Tenant shall not structure any proposed Transfer in such a way as to subvert Landlord’s consent rights, recapture rights and/or rights to receive the “Transfer Premium” (as defined below).

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively individually as “a "Transfer," and, collectively, as "Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord's standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable 's review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty thitiy (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord. Such fees shall not exceed $3,000 per request.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one two hundred eighty seventy (180270) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, provided that in no event shall such costs and expenses exceed $2,000.00 for each Transfer in the ordinary course of business.

Transfers. Subject to all of the terms of this Article Nine, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, encumber or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, or sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises Property or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant desires To request Landlord’s 's consent to any TransferTransfer requiring such consent under the provisions of this Article Nine, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (30) days nor more than one hundred eighty (18045) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises Property to be transferred (the “Subject Space”"SUBJECT SPACE"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, ) in connection with such TransferTransfer (if applicable), the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer requiring but made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and if not terminated and rescinded upon expiration of the notice and cure periods in Section 10.02 (c), shall, at Landlord’s 's option, constitute a material default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer7155 Lindell Road Xxx Vegas, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.Nevada Nevada Power Company

Transfers. Tenant shall not, without the Landlord’s prior written consent, which consent of Landlordshall not be unreasonably withheld, conditioned, or delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable in order to evaluate the proposed Transfer (collectively, the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of (a) its consent to determine the financial responsibilityproposed Transfer, character(b) its refusal to consent to the proposed Transfer, and reputation or (c) its exercise of its rights under Section 14.4. If Landlord fails to respond to any Transfer Notice within the 30 day period set forth above, Tenant shall have the right to provide Landlord with a second Transfer Notice. Tenant’s second Transfer Notice must specifically state that Landlord’s failure to respond within a period of 10 days shall be deemed to be an approval by Landlord. If Landlord’s failure to respond continues for 10 days after its receipt of the proposed Transfereesecond Transfer Notice, nature of such Transferee’s business and proposed use of the Subject SpaceTransfer for which Tenant has requested consent shall be deemed to have been approved by Landlord. Any Transfer made without Landlord’s prior written consent (or deemed approval) shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively individually as a “Transfer,” and, collectively, as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s commercially reasonable standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord (which information is requested within ten (10) business days following Tenant’s submission to Landlord of the items described in clauses (i), (ii), (iii) (iv) and (v) of this Section 14.1) which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E; provided, however, if such estoppel certificate contains statements to the effect that Tenant claims any default, breach, or failure to perform on the part of Landlord under this Lease, such fact shall not serve to negate the effectiveness of the Transfer Notice. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, provided that in no event shall such costs and expenses exceed $2,500.00 for a Transfer in the ordinary course of business.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.. [Britannia Life Science Center]

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord, provided such fees may not, in the aggregate, exceed $7,500 provided that such Transfer does not require Landlord to make any substantive modifications to its standard form of consent to Transfer documentation.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which consent shall not be unreasonably withheld, conditioned or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord's standard Transfer documents in connection with the documentation of such Transfer and, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of --------- Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, encumber or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, or sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires To request Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (30) days nor more than one hundred eighty (18045) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “"Transfer Premium”, ," as that term is defined in Section 14.3 below, in connection with such Transfer, the name and ------------ address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require, and (v) a processing fee in the amount of Three Hundred and No/100 Dollars ($300.00) (the "Pre-paid Processing Fee"). Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s reasonable 's actual review and processing feesfees in excess of the Pre-paid Processing Fee, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which shall not be unreasonably withheld, delayed or conditioned as provided in Section 14.2), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, encumber or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, or sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires To request Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “"Transfer Premium”, ," as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s reasonable 's review and processing feesfees (not to exceed $5,000 per Transfer), as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant Subtenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld as further described below: (i) assign, mortgage, pledge, license, franchise hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, the Premises or any portion thereof or this Lease Sublease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of lawLaw or otherwise, (ii) sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise (iii) permit the occupancy or use of the Premises or any part thereof by any persons Persons other than Tenant Subtenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person Person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"), or (iv) advertise the Premises or Sublease for Transfers. If Tenant desires Subtenant shall desire Landlord’s 's consent to any Transfer, Tenant Subtenant shall notify Landlord in writing, which notice shall include: (the “Transfer Notice”) shall include (ia) the proposed effective date of the Transfer, (which shall not be less than thirty (30) days nor more than one hundred eighty (180) 180 days after the date of delivery of the Transfer NoticeSubtenant's notice), (iib) a description of the portion of the Premises to be transferred Transferred (herein called the “"Subject Space”"), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”name, as that term is defined in Section 14.3 below, in connection with such Transfer, the name address and address of background information concerning the proposed Transferee, and a true and complete copy of all existing executed and/or proposed documentation pertaining to the proposed TransferTransfer documentation, and (ivd) current financial statements (balance sheets and income/expense statements for the current and prior three (3) years) of the proposed Transferee and Subtenant, in form and detail reasonably satisfactory to Landlord, certified by an officer, partner or owner thereofof the Transferee, and any other information reasonably required by Landlord which will to enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, complying with this Article shall at Landlord’s option, 's option be null, void and of no effect, and shall, at Landlord’s option, or shall constitute a default by Tenant Default under this LeaseSublease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant Subtenant shall pay $500.00 towards Landlord’s reasonable 's review and processing feesexpenses, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord within ten (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (3010) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing feesfees not to exceed $1,500.00, as well as plus any actual and reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, as further described below: (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of lawlaw or otherwise, (ii) sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise (iii) permit the occupancy or use of the Premises or any part thereof by any persons Persons (as defined in Article 24) other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person Person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice shall include: (the “Transfer Notice”) shall include (ia) the proposed effective date of the Transfer, (which shall not be less than thirty (30) days nor more than one hundred and eighty (180) days after the date of delivery of the Transfer NoticeTenant’s notice), (iib) a description of the portion of the Premises to be transferred Transferred (herein called the “Subject Space”), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivd) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will to enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. If Landlord requests additional information, Tenant’s notice will not be deemed to have been received and Landlord may withhold consent to such Transfer until Landlord receives and has a reasonable opportunity to review such additional information. Any Transfer made without Landlord’s prior written consent complying with this Article shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, or shall constitute a default by Tenant Default under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay $1,000.00 towards Landlord’s reasonable review and processing feesexpenses, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise directly or indirectly transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the 0000-0000-0000.7371310.00016/10-2-23/gjn/gjn -28- [Britannia Oyster Point][Pliant Therapeutics] proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord Xxxxxxxx (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord. Notwithstanding anything contained in this Lease to the contrary, Tenant shall not: (a) make a Transfer to an entity in which, under the Internal Revenue Code of 1986, as amended (the “Code”), any entity that directly or indirectly owns Landlord and is qualified as a real estate investment trust (a “REIT Owner”) owns, directly, indirectly or by applying constructive ownership rules set forth in Section 856(d)(5) of the Code, a ten percent (10%) or greater interest; or (ii) make any Transfer or other action under Section 14.8, below, in a manner that would cause any portion of the amounts received by Landlord pursuant hereto to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code.

Transfers. Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, not to exceed $2,500.00 for any one Transfer, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord's standard Transfer documents in connection with the documentation of such Transfer, and provided further that the terms of the proposed Transfer shall provide that such proposed Transferee shall not be permitted to further assign or sublease its interest in the Subject Space and/or Lease, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject SpaceSpace and (v) an executed estoppel certificate from Tenant stating the information set forth in items (a) through (d) in Article 17 below. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable 's (or Landlord's property manager's) review and processing feesfees (which currently equal $1,500.00 for each proposed Transfer), as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transferor Landlord's property manager), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord's standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 15 business days after receiving the Transfer Notice, Landlord shall notify Tenant of (a) its consent to the proposed Transfer, (b) its refusal to consent to the proposed Transfer (and the rationale for such Transferee’s business and proposed use refusal), or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Except as otherwise specifically permitted in this Article 14, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person or entity to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one two hundred eighty seventy (180270) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s commercially reasonable, standard consent to Transfer documents in connection with the documentation of Landlord’s consent to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and business credit references of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, provided that such fees shall not exceed Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) for any such Transfer in the ordinary course of business.

Transfers. Except for transfers to Related Entities (as defined in Article 17(G)), Tenant shall not, without the prior written consent of Landlord, : (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of lawlaw or otherwise, (ii) sublet the Premises or any part thereof, thereof or enter into any license or concession agreements or otherwise (iii) permit the occupancy or use of the Premises or any part thereof by any persons Persons (as defined in Article 26) other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person Person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s consent Prior to making any Transfer, Tenant shall notify Landlord in writing, which notice shall provide a detailed description of the proposed Transfer, including, without limitation: (the “Transfer Notice”) shall include (ia) the proposed effective date of the Transfer, (which shall not be less than thirty (30) days 30 nor more than one hundred eighty (180) 180 days after the date of delivery of the Transfer NoticeTenant's notice), (iib) a description of the portion of the Premises to be transferred Transferred (herein called the “"Subject Space”"), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed any documentation pertaining to the proposed TransferTransferee, and (ivd) current financial statements of the proposed Transferee Transferee, certified by an officerother, partner or owner thereof, and any other information reasonably required by Landlord which will to enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. If Landlord reasonably requests additional information, Tenant's notice shall not be deemed to have been received until Landlord receives such additional information. Any Transfer made without Landlord’s prior written consent complying with this Article shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s option, or shall constitute a default by Tenant Default under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay $3OO.OO towards Landlord’s reasonable 's review and processing feesexpenses, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request therefor by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, encumber or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, or sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires To request Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, ,” as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s reasonable review and processing fees, which such amounts shall not exceed One Thousand Dollars and 00/100 ($1,000) in the aggregate, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “TransfersTransfer(s)” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, Premium (as that term is defined in Section 14.3 below, ) in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit G. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty fifteen (3015) days after written request by Landlord., in an amount not to exceed One Thousand Five Hundred Dollars ($1,500) in the aggregate, for a Transfer in the ordinary course of business (for purposes hereof, a Transfer shall be deemed not to be in the “ordinary course of business” if Landlord is required to review documentation related to such Transfer on more than two (2) separate occasions). LAKESHORE TOWERS BUILDING II [United PanAm Financial Corp.]

Transfers. Tenant shall notnot by operation of law or otherwise, (a) assign, transfer, mortgage, pledge, hypothecate or otherwise encumber this Lease, the Premises or any part of or interest in this Lease or the Premises, (b) grant any concession or license within the Premises, (c) sublet all or any part of the Premises or any right or privilege appurtenant to the Premises, or (d) permit any other party to occupy or use all or any part of the Premises (collectively, a “Transfer”), without the prior written consent of Landlord, assignwhich consent shall not be unreasonably withheld, mortgageconditioned or delayed. This prohibition against a Transfer includes, pledgewithout limitation, hypothecate, encumber, (i) any subletting or permit any lien to attach to, or assignment which would otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder occur by operation of law, sublet the Premises merger, consolidation, reorganization, transfer or other change of Tenant’s corporate or proprietary structure; (ii) an assignment or subletting to or by a receiver or trustee in any part thereoffederal or state bankruptcy, insolvency, or enter into any license other proceedings; (iii) the sale, assignment or concession agreements transfer of all or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (substantially all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made assets of Tenant with or sought to be made is hereinafter sometimes referred to as without specific assignment of Lease; or (iv) the change in control in a “Transferee”)partnership. If Tenant desires requests Landlord’s consent to any Transfer, then Tenant shall notify provide Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) with a written description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms and conditions of the proposed Transfer Transfer, copies of the proposed documentation, and the consideration therefor, including calculation following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the “Premises; a copy of the proposed sublease or assignment agreement; banking, financial and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee’s creditworthiness and character. Landlord’s consent to a Transfer Premium”shall not release Tenant from performing its obligations under this Lease, but rather Tenant’s transferee shall assume all of Tenant’s obligations under this Lease in a writing satisfactory to Landlord, and Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights as that term is defined in Section 14.3 belowto any subsequent Transfer. While the Premises or any part thereof are subject to a Transfer, Landlord may collect directly from such transferee all rents or other sums relating to the Premises becoming due to Tenant or Landlord and apply such rents and other sums against the Rent and any other sums payable hereunder. If the aggregate rental, bonus or other consideration paid by a transferee for any such space exceeds the sum of (y) Tenant’s Rent to be paid to Landlord for such space during such period and (z) Tenant’s costs and expenses actually incurred in connection with such Transfer, including reasonable brokerage fees, reasonable costs of finishing or renovating the name space affected and address reasonable cash rental concessions, which costs and expenses are to be amortized over the term of the proposed TransfereeTransfer, then fifty percent (50%) of such excess shall be paid to Landlord within fifteen (15) days after such amount is earned by Tenant. Such arrearage amounts in the case of a sublease shall be calculated and adjusted (if necessary) on a Lease Year (or partial Lease Year) basis, and a copy of all existing executed and/or proposed documentation pertaining there shall be no cumulative adjustment for the Term. Landlord shall have the right to audit Tenant’s books and records relating to the proposed Transfer, and (iv) current financial statements . Tenant authorizes its transferees to make payments of the proposed Transferee certified by an officer, partner or owner thereof, rent and any other information reasonably required by sums due and payable, directly to Landlord which will enable upon receipt of notice from Landlord to determine the financial responsibility, character, and reputation do so. Any attempted Transfer by Tenant in violation of the proposed Transferee, nature terms and covenants of such Transferee’s business and proposed use of this Article IX shall be void. In the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute event that Tenant requests that Landlord consider a default by Tenant under this Lease. Whether sublease or not Landlord consents to any proposed Transferassignment hereunder, Tenant shall pay (i) Landlord’s reasonable review and processing feesdocumented expenses, as well as any not to exceed Five Hundred and No/l00 Dollars ($500.00) per transaction, actually incurred in connection with the consideration of such request and (ii) all reasonable professional attorneys’ fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) costs incurred by Landlord in connection with the consideration of such request or such sublease or assignment. Notwithstanding any provision to the contrary, Tenant may assign this Lease or sublet the Premises without Landlord’s consent (not i) to exceed $3,500 any corporation or other entity that controls, is controlled by or is under common control with Tenant; (ii) to any corporation or other entity resulting from a merger, acquisition, consolidation or reorganization of or with Tenant; (iii) in connection with the aggregate for any particular Transfersale of all or substantially all of the assets of Tenant so long as Tenant provides evidence to Landlord in writing that such assignment or sublease complies with the, criteria set forth in (i), within thirty (30ii) or (iii) above and provided the following conditions are met: (1) the net worth of the transferee is equal to or greater than the Tenant’s net worth on the date of this Lease, (2) if Tenant remains in existence as a separate legal entity following the transfer, it shall not be released from liability under this Lease, (3) the transferee shall assume in a writing delivered to Landlord all of Tenant’s obligations under the Lease effective upon the consummation of this transfer, and (4) Tenant shall give written notice to Landlord of the proposed transfer at least fifteen (15) days after written request by Landlordin advance of the consummation thereof. Any transferee that meets the criteria in this paragraph shall hereinafter be referred to as a “Permitted Transferee”.