Common use of Transfers Clause in Contracts

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 Tenant’ shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilitycorrect, character, and reputation of that the proposed Transferee, nature of such Transferee’s business and proposed Transferee intends to use of or store in the Subject SpacePremises, and (vvi) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after alter written request by Landlord, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.00) 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 notEach Holder covenants and agrees that, without until the prior written consent end of Landlordthe Voting Period, which is each Holder will not (a) subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesSection 2.2, directly or indirectly sell, assign, mortgage, pledge, hypothecate, encumber, transfer (including by merger 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 encumber, pledge, grant a participation in, participate in any tender or exchange offer, assign or otherwise dispose of, whether by liquidation, dissolution, dividend, distribution or otherwise (“Transfer”), any Subject Interests or the Premises or any part beneficial ownership thereof, (b) deposit any Subject Interests into a voting trust or enter into a voting agreement or arrangement with respect to any license Subject Interests or concession agreements the beneficial ownership thereof or otherwise grant or agree to grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect Transfer of any Subject Interests or the beneficial ownership thereof, except, in each case under clause (a), clause (b) and clause (c) of this sentence, to a Permitted Transferee; provided, that, notwithstanding the foregoing, in no event shall a Holder permit during the occupancy or use Voting Period any Transfer (as defined in the Titanium Charter) that would result in the conversion of any shares of Titanium Series B Preferred Stock into shares of Titanium Common Stock pursuant to Section 2(c)(ii)(f) of the Premises Titanium Charter; provided, further, that, and notwithstanding anything herein to the contrary, nothing in this Agreement shall restrict or limit any part thereof by Holder exercising any persons other than Tenant rights under the Second Amended and its employees and contractors (all Restated Continuing Offer of the foregoing are hereinafter sometimes referred to collectively Titanium, effective as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as of May 16, 2000. As used herein, a “Permitted Transferee”” shall mean a Person that before such action proposed under Section 2.1(a). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writingSection 2.1(b) or Section 2.1(c), which Notice (the “Transfer Notice”) shall include is (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 Noticea Holder, (ii) a description member of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suitesuch Holder’s Immediate Family, (iii) all a Family Trust with respect to such Holder, (iv) an entity consisting of or owned entirely by one or more of the terms foregoing persons, or (v) otherwise an affiliate of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 belowHolder who, in connection with each case, upon such Transfer, the name becomes a party to this Agreement (if not already a party to this Agreement) and address of the proposed Transfereeagrees in writing, in form and a copy of all existing executed and/or proposed documentation pertaining substance to the proposed Transferreasonable satisfaction of Parent, including all existing operative documents to be executed bound as a Holder under this Agreement. A Permitted Transferee shall also mean a Person (1) to evidence such Transfer whom Subject Interests are Transferred for estate planning purposes, (2) who is a charitable institution to which Subject Interests are Transferred for philanthropic purposes, (3) to whom Subject Interests are Transferred pursuant to any trust or will of a Holder, or by the agreements incidental laws of intestate succession, (4) to whom Subject Interests are Transferred pursuant to a qualified domestic relations order or related as required by a divorce settlement, or (5) to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents whom Subject Interests are Transferred solely in connection with the documentation of such Transfer, (iv) current financial statements payment of the proposed exercise price and/or the satisfaction of any tax withholding obligations arising from the vesting of any restricted shares or other equity awards or the conversion of any convertible securities, in each case of Titanium or Titanium OP; provided that, upon such Transfer to a Permitted Transferee under clause (1) and financial statements for such Transferee’s prior two clause (2) fiscal yearsof this sentence, such Person shall become a party to this Agreement (if not already a party to this Agreement) and any proposed guarantor certified by an officershall agree in writing, partner or owner thereofin form and substance to the reasonable satisfaction of Parent, 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 be bound 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 Holder under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordAgreement.

Transfers. Tenant shall not, (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest without the prior written consent of Landlordthe Initial Member, which is subject such consent not to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval be unreasonably withheld. Any purported Transfer of any Membership Interest in Landlord’s sole and absolute discretion in all other cases, 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 contravention of this Lease or any interest hereunder Section 12.1 shall, to the fullest extent permitted 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 be null 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 effectforce or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and shallneither the Company nor the Initial Member will recognize any such purchase or transfer, at Landlord’s optionif, constitute after giving effect to such purchase or transfer, 25% or more of the Membership Interests as determined under 29 C.F.R. Section 2510.3-101, would be held by Benefit Plan Investors. A purchaser that is, or is acting on behalf of, an employee benefit plan subject to ERISA or Section 4975 of the Code or any entity deemed to hold plan assets of either of the foregoing, will be required to represent and warrant that its investment in the Membership Interests will not result in a Default non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental or church plan, a violation of any similar federal, state or local law). (b) The Initial Member shall admit a transferee of a Member's Membership Interest to the Company only if such transferee (i) has agreed in writing to be bound by Tenant the terms of this Agreement by becoming a party hereto and (ii) has delivered such additional documentation as the Initial Member shall reasonably require to so admit such transferee to the Company. Notwithstanding anything contained herein to the contrary, both the Company and the Initial Member shall be entitled to treat the transferee of a Membership Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to it, until such time as a written assignment or other evidence of the consummation of a Transfer that conforms to the requirements of this Section 12.1 and is reasonably satisfactory to the Initial Member has been received by the Company. The effective date of any Transfer permitted under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant Agreement shall pay Landlord’s review and processing fees in be the amount close of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred business on the day of receipt thereof by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordCompany.

Transfers. Tenant shall not, without the prior written consent of --------- Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the material terms of the proposed Transfer and the consideration therefor, 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 (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 such other information as Exhibit E. 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, which fees shall not exceed One Thousand and No/100 Dollars ($1,000.00) for a Transfer in the ordinary course of business.

Transfers. Except with respect to "Permitted Transfers," as that term is defined in Section 14.8 below, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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, except with respect to Permitted Transfers, Tenant shall notify Landlord in writing, which Notice 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 requiring Landlord's consent and 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 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 in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord; provided that such costs and expenses shall not exceed Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) 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 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, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereofthereof (subject to Landlord executing a reasonable confidentiality agreement), business credit and personal references and history (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilitycorrect, character, and reputation of that the proposed Transferee, nature of such Transferee’s business and proposed Transferee intends to use of or store in the Subject SpacePremises, and (vvi) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or 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 ▇▇▇▇▇▇’s proposed Transfer.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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 sublease 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 Transferassignment document, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereofthereof (subject to Landlord executing a reasonable confidentiality agreement), business credit and personal references and history (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilitycorrect, character, and reputation of that the proposed Transferee, nature of such Transferee’s business and proposed Transferee intends to use of or store in the Subject Space, and (vvi) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or 908728.01/SD 374622.00146/4-30-21/MLT/bp ActiveUS 186012966v.2 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, processing, and legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.

Transfers. Tenant shall not, without the prior written consent (a) Each transferee or assignee of Landlord, which is any Shares subject to Landlord’s reasonable review this Agreement shall continue to be subject to the terms hereof and consideration as shall execute and deliver a Joinder pursuant to assignments which such transferee or assignee shall confirm their agreement to be subject to and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 bound 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” provisions set forth in this Agreement, and any person to whom any Transfer is made such successor or sought permitted assignee shall be deemed to be made is hereinafter sometimes referred to as a “Transferee”)party hereto in the capacity specified in such Joinder. If Tenant desires Landlord’s consent to any Transfer, Tenant The Company shall notify Landlord in writing, which Notice (not permit the “Transfer Notice”) shall include (i) the proposed effective date transfer of the Transfer, which Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall not be less than thirty (30) days nor more than one hundred eighty (180) days have complied with the terms of this Section 6.2. Each certificate representing the Shares subject to this Agreement if issued on or after the date of delivery of this Agreement shall be endorsed by the Transfer Notice, (ii) a description of Company with the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined legend set forth in Section 14.3 below6.11. Notwithstanding the foregoing or anything to contrary elsewhere in this Agreement, a transferee of Shares shall not be bound by the provisions of this Agreement or required to execute and deliver a Joinder if such transferee is not, at the time, party to this Agreement in any capacity and provided such transferee receives only Common Stock (other than Common Stock issued upon conversion of Preferred Stock) in connection with such transfer from an Investor who is not, at the time, also a Key Holder or a Transferee Shareholder under this Agreement. (b) With respect to any transfer or assignment of Preferred Stock (or Common Stock issued upon conversion of Preferred Stock) subject to this Agreement made by an Investor prior to the date hereof, the transferee or assignee of such Preferred Stock (or Common Stock issued upon conversion of Preferred Stock) shall be deemed to be a party hereto as an Investor and a Shareholder under this Agreement, notwithstanding any failure to execute and deliver an adoption agreement, counterpart signature page hereto or other written instrument in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment; in addition, any Joinder entered into by such transferee or assignee of such Preferred Stock (or Common Stock issued upon conversion of Preferred Stock), whether or not in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment, shall be deemed to satisfy any requirement of such prior version of this Agreement to enter into an adoption agreement, counterpart signature page hereto or other written instrument of any form. (c) With respect to any transfer or assignment of Shares subject to this Agreement made by a Key Holder prior to the date hereof, which transfer constitutes an Exempt Transfer (as defined below), the transferee or assignee of such Shares shall be deemed to be a party hereto as a Key Holder and a Shareholder under this Agreement, notwithstanding any failure to execute and deliver an adoption agreement, counterpart signature page hereto or other written instrument in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment; in addition, any Joinder entered into by such transferee or assignee of such Shares, whether or not in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment, shall be deemed to satisfy any requirement of such prior version of this Agreement to enter into an adoption agreement, counterpart signature page hereto or other written instrument of any form. (d) With respect to any transfer or assignment of Shares subject to this Agreement made by a Key Holder prior to the date hereof, which transfer does not constitute an Exempt Transfer, the name transferee or assignee of such Shares shall be deemed to be a party hereto as a Transferee Shareholder and address a Shareholder under this Agreement, notwithstanding any failure to execute and deliver an adoption agreement, counterpart signature page hereto or other written instrument in the form required by the terms of this Agreement in effect as of the proposed Transfereedate of such transfer or assignment; in addition, any Joinder entered into by such transferee or assignee of such Shares, whether or not in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment, shall be deemed to satisfy any requirement of such prior version of this Agreement to enter into an adoption agreement, counterpart signature page hereto or other written instrument of any form. (e) For the avoidance of doubt, a Shareholder may constitute a Key Holder, an Investor and/or a Transferee Shareholder under this Agreement, and constituting one type of Shareholder (i.e., as a copy Key Holder, an Investor or a Transferee Shareholder) under this Agreement shall not be construed to affect such Shareholder’s status as a different type of all existing executed and/or proposed documentation pertaining to the proposed Transfera Shareholder (i.e., including all existing operative documents to be executed to evidence such Transfer as a Key Holder, an Investor or the agreements incidental or related to such Transfera Transferee Shareholder), provided that Landlord shall have such Shareholder continues to meet the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation definition of such Transfer, (iv) current financial statements type of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 Shareholder under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordAgreement.

Transfers. Except as expressly set forth herein, Tenant shall not, without the prior written consent of Landlord, which is subject not to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesbe 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 notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty five (3045) days nor more than one hundred eighty nine (1809) days months after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 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 by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable, out-of-pocket review and processing fees in the amount of $1,500.00fees, as well as any reasonable reasonable, out-of-pocket professional fees (including property manager’sincluding, without limitation, reasonable attorneys’, accountants’, architects’, engineers’ and consultants’ fees) actually incurred by Landlord upon for a Transfer in the earlier to occur ordinary course of Landlord’s consentbusiness, or within thirty (30) days after written request by Landlord with reasonable backup documentation, provided such fees shall not exceed Three Thousand Dollars ($3,000) for any proposed Transfer. In addition, Tenant shall reimburse Landlord or pay directly to ▇▇▇▇▇▇▇▇’s mortgagee(s) (as determined by Landlord) for mortgagee(s)’ actual review and processing fees in connection with any proposed Transfer if review by ▇▇▇▇▇▇▇▇’s mortgagee(s) is required.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, : (A) mortgage, pledge, hypothecate, encumber, or permit any lien to attach toto this Lease or any interest hereunder without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion; nor (B) without the prior written consent (except as otherwise provided in SECTION 14.7 below) of Landlord, which consent will not be unreasonably withheld, conditioned or delayed, assign, 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 contractors; (all of the foregoing (in Clauses (A) and (B)) are hereinafter sometimes referred to collectively as “TransfersTRANSFERS” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “TransfereeTRANSFEREE”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer NoticeTRANSFER 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 ninety (18090) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject SpaceSUBJECT SPACE”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms TCCs of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, TRANSFER PREMIUM,” as that term is defined in Section SECTION 14.3 below, in connection with such Transfer, (iv) 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 Transfer (excluding confidential information and documents (other than financial information required pursuant to require subsection (v) below) as determined by Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transferits reasonable business judgment), (ivv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 (vvi) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit 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 review and processing fees in the amount of $1,500.00shall, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or 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 and No/100 Dollars ($1,000.00) for a Transfer in the ordinary course of business.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (such consent not to be unreasonably withheld, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconditioned 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, in a form reasonably approved by Tenant, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 Except in connection with any proposed TransferPermitted Transfer (as defined below), Tenant shall pay Landlord’s reasonable review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) actually incurred by Landlord upon Landlord, but not to exceed two thousand dollars ($2,000) with respect to any single Transfer so long as Tenant and the earlier to occur of proposed transferee execute Landlord’s consentstandard form of consent document without material negotiation, or within thirty (30) days after written request by Landlord, whether or not Landlord consents to any proposed Transfer.

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, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 Tenant, its wholly-owned subsidiaries, its Clients and its Business Partners (as defined in Section 14.9 below), and their respective 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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 (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordLandlord , provided that such fees shall not exceed Two Thousand Five Hundred Dollars ($2,500) for any such Transfer request made in the ordinary course, and no such fee shall be payable in connection with a Permitted Transfer.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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 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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 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. E, and (vi) 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordSection 19.1.

Transfers. Tenant Except as expressly contemplated hereby or by the Merger Agreement or as required by a court of competent jurisdiction or by any applicable Law, during the time period from the date hereof through the expiration of the Term, the Stockholder shall notnot (directly or indirectly), without the prior written consent of Landlordsell, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casestransfer, pledge, encumber, assign, mortgage, pledgedistribute, hypothecate, encumber, or permit any lien to attach to, tender or otherwise transferdispose of, this Lease including by way of merger, consolidation, share exchange or any interest hereundersimilar transaction, permit any assignment, whether voluntarily or other transfer of this Lease or any interest hereunder by operation of lawlaw (collectively, sublet a “Transfer”), or enforce the Premises provisions of any redemption, share purchase or sale, recapitalization or other agreement with Clearwire or any part thereofother person, or enter into any license contract, option or concession agreements other arrangement or otherwise permit understanding with respect to the occupancy voting of or use any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Premises Existing Clearwire Shares beneficially owned by the Stockholder, any Clearwire Shares acquired by the Stockholder after the date hereof, any securities exercisable or exchangeable for or convertible into shares of Clearwire Common Stock, any other capital stock of Clearwire or any part thereof by interest in any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred foregoing. Notwithstanding the foregoing, upon prior written notice to collectively as “Transfers” Sprint containing the name of the transferee and any person the number of Clearwire Shares Transferred, the Stockholder shall be permitted to whom any Transfer is made or sought Clearwire Shares beneficially owned by the Stockholder 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 any member of the Transfergroup disclosed in the Stockholder’s Statement on Schedule 13D to be filed with the SEC disclosing this Agreement, which shall not be less than thirty or to any controlled Affiliate of any such member, provided that such member is a party to a voting agreement with Sprint of even date herewith substantially identical to this Agreement (30) days nor more than one hundred eighty (180) days after the date of delivery and such member certifies to Sprint’s reasonable satisfaction that such transfer is to another member of the Transfer Notice, group disclosed in the Stockholder’s Statement on Schedule 13D to be filed with the SEC disclosing this Agreement or to a controlled Affiliate of such member) or (ii) a description to any Affiliate of the portion of the Premises Stockholder, provided such Affiliate agrees in writing with Sprint to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) all of bound by 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 this Agreement pursuant to a copy of all existing executed and/or proposed joinder or other documentation pertaining reasonably satisfactory to the proposed Transfer, including all existing operative documents to be executed to evidence Sprint. No such Transfer to any such Affiliate or the agreements incidental member 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 controlled Affiliate of such Transfermember shall relieve the Stockholder of any of its obligations pursuant to this Agreement. For the avoidance of doubt, re-registration of any Clearwire Shares from a physical certificate into book-entry form or from book-entry form into a physical certificate will not (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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, itself) constitute a Default by Tenant Transfer under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordAgreement.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (except as otherwise provided in Section 14.8, below), which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconsent shall not be unreasonably withheld, assign, sublease, 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”), and any such Transferee approved by Landlord shall be referred to as an “Approved Transferee”. If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval more particularly set forth in Landlord’s sole and absolute discretion in all other casesSection 14.2, below, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or 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 (a) Holder agrees that until the earlier of the consummation of the Closing or the valid termination of the Merger Agreement in accordance with its terms it shall not, and shall cause its Affiliates not to, without the SPAC’s prior written consent of Landlordconsent, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, (i) Transfer any 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 Covered Shares; (ii) grant any proxies or powers of attorney with respect to collectively as any or all of the Covered Shares; or (iii) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Covered Shares in violation of this Agreement. (b) In the event the Business Combination is consummated, Holder shall not Transfer any Equity Securities of the Company Beneficially Owned by it, him or her immediately following the Effective Time (such Equity Securities, the “TransfersShareholder Lock-Up Securities” and any person such obligation not 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 NoticeShareholder Lock-up”) during the period commencing on the Closing Date and continuing through the date that is 180 days after the Closing Date. Notwithstanding the foregoing, if, subsequent to the Effective Time, the volume-weighted average price of Company Ordinary Shares on NASDAQ (or the U.S. exchange on which the Company Ordinary Shares are then listed) exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like recapitalization) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date, the Shareholder Lock-Up Securities shall include be released from the Shareholder Lock-up. (c) Notwithstanding the provisions set forth in Sections 2(a) or 2(b), Transfers of the Covered Shares or other Equity Securities of the Company and that are held by Holder or any of his, her or its permitted transferees (that have complied with this Section 2(c)), are permitted (i) in the proposed effective date case of the Transferan entity, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date to any officer, director or affiliate of delivery of the Transfer Notice, Holder; (ii) a description of in the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety case of an existing separately demised suiteindividual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; or (iii) all in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; provided, however, that in the terms case of clauses (i) through (iii), such permitted transferees must, before any such Transfer is effected, enter into a written agreement with SPAC (if prior to the proposed Transfer Effective Time) 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 Company agreeing 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 (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified bound 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 review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees Agreement (including property manager’s, attorneys’, accountants’, architects’, engineers’ the provisions relating to voting and consultants’ feestransfer restrictions). (d) incurred by Landlord upon Holder agrees during the earlier Voting Period to occur not take or agree or commit to take any action that would make any representation and warranty of Landlord’s consent, or within thirty (30) days after written request by LandlordHolder contained in this Agreement inaccurate in any material respect.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, : (A) mortgage, pledge, hypothecate, encumber, or permit any lien to attach toto this Lease or any interest hereunder without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion; nor (B) without the prior written consent (except as otherwise provided in SECTION 14.7 below) of Landlord, which consent will not be unreasonably withheld, conditioned or delayed, assign, 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 contractors; (all of the foregoing (in Clauses (A) and (B)) 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 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 ninety (18090) 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"SUBJECT SPACE"), (iii) all of the terms TCCs of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, "TRANSFER PREMIUM," as that term is defined in Section SECTION 14.3 below, in connection with such Transfer, (iv) 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 Transfer (excluding confidential information and documents (other than financial information required pursuant to require subsection (v) below) as determined by Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transferits reasonable business judgment), (ivv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 (vvi) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00shall, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or 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 and No/100 Dollars ($1,000.00) for a Transfer in the ordinary course of business.

Transfers. Except as otherwise expressly provided herein, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, : (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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, 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 (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 financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor detail reasonably satisfactory to Landlord, certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee 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 (v) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. 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 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 review and processing fees in the amount of $1,500.00expenses, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.. In no event shall any Transferee be: (w) an existing tenant of the

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval more particularly set forth in Landlord’s sole and absolute discretion in all other casesSection 14.2, below, 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 employees, invitees 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 requires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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 consent documents in connection with the documentation of Landlord’s consent to such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00fees, as well as any reasonable out-of-pocket professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or 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 notEach Holder covenants and agrees that, without until the prior written consent end of Landlordthe Voting Period, which is each Holder will not (a) subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesSection 2.2, directly or indirectly sell, assign, mortgage, pledge, hypothecate, encumber, transfer (including by merger 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 encumber, pledge, grant a participation in, participate in any tender or exchange offer, assign or otherwise dispose of, whether by liquidation, dissolution, dividend, distribution or otherwise (“Transfer”), any Subject Interests or the Premises or any part beneficial ownership thereof, (b) deposit any Subject Interests into a voting trust or enter into a voting agreement or arrangement with respect to any license Subject Interests or concession agreements the beneficial ownership thereof or otherwise grant or agree to grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect Transfer of any Subject Interests or the beneficial ownership thereof, except, in each case under clause (a), clause (b) and clause (c) of this sentence, to a Permitted Transferee; provided, that, notwithstanding the foregoing, in no event shall a Holder permit during the occupancy or use Voting Period any Transfer (as defined in the Titanium Charter) that would result in the conversion of any shares of Titanium Series B Preferred Stock into shares of Titanium Common Stock pursuant to Section 2(c)(ii)(f) of the Premises Titanium Charter; provided, further, that, and notwithstanding anything herein to the contrary, nothing in this Agreement shall restrict or limit any part thereof by Holder exercising any persons other than Tenant rights under the Second Amended and its employees and contractors (all Restated Continuing Offer of the foregoing are hereinafter sometimes referred to collectively Titanium, effective as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as of May 16, 2000. As used herein, a “Permitted Transferee”” shall mean a Person that before such action proposed under Section 2.1(a). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writingSection 2.1(b) or Section 2.1(c), 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 Noticeis a Holder, (ii) a description member of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suitesuch Holder’s Immediate Family, (iii) all a Family Trust with respect to such Holder, (iv) an entity consisting of or owned entirely by one or more of the terms foregoing persons, or (v) otherwise an affiliate of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 belowHolder who, in connection with each case, upon such Transfer, the name becomes a party to this Agreement (if not already a party to this Agreement) and address of the proposed Transfereeagrees in writing, in form and a copy of all existing executed and/or proposed documentation pertaining substance to the proposed Transferreasonable satisfaction of Parent, including all existing operative documents to be executed bound as a Holder under this Agreement. A Permitted Transferee shall also mean a Person (1) to evidence such Transfer whom Subject Interests are Transferred for estate planning purposes, (2) who is a charitable institution to which Subject Interests are Transferred for philanthropic purposes, (3) to whom Subject Interests are Transferred pursuant to any trust or will of a Holder, or by the agreements incidental laws of intestate succession, (4) to whom Subject Interests are Transferred pursuant to a qualified domestic relations order or related as required by a divorce settlement, or (5) to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents whom Subject Interests are Transferred solely in connection with the documentation of such Transfer, (iv) current financial statements payment of the proposed exercise price and/or the satisfaction of any tax withholding obligations arising from the vesting of any restricted shares or other equity awards or the conversion of any convertible securities, in each case of Titanium or Titanium OP; provided that, upon such Transfer to a Permitted Transferee under clause (1) and financial statements for such Transferee’s prior two clause (2) fiscal yearsof this sentence, such Person shall become a party to this Agreement (if not already a party to this Agreement) and any proposed guarantor certified by an officershall agree in writing, partner or owner thereofin form and substance to the reasonable satisfaction of Parent, 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 be bound 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 Holder under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordAgreement.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration except as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesotherwise expressly provided herein, 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 Where Landlord's consent to a proposed Transfer is required under this Article 14, if Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”"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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"SUBJECT SPACE"), (iii) all of the material terms of the proposed Transfer and the consideration therefor, 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 (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 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 review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.such PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems]

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (3045) 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 such other information as Exhibit E. 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 default by Tenant under Section 19.1.7 of this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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 sublease 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 Transferassignment document, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereofthereof (subject to Landlord executing a reasonable confidentiality agreement), business credit and personal references and history (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilitycorrect, character, and reputation of that the proposed Transferee, nature of such Transferee’s business and proposed Transferee intends to use of or store in the Subject Space, and (vvi) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or 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, processing, and legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.

Transfers. Except as otherwise provided herein, Tenant shall not, --------- without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 license, "co-location" 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordLandlord not to exceed $1,000 per Transfer.

Transfers. Tenant During the term hereof, no Party shall notsell, without transfer or otherwise dispose of, hypothecate or otherwise encumber (voluntarily or involuntarily) (any such sale, transfer, disposition, hypothecation or encumbrance being referred to as a "transfer") any Common Stock or Transfer Restricted Equivalents except as expressly permitted in this Section 3.1. (a) Investor or its permitted assigns may transfer shares of Common Stock or Transfer Restricted Equivalents and its rights hereunder to any subsidiary of First Data Corporation or to any Alliance; provided, however, that Investor shall first deliver to the prior Corporation the written consent agreement of Landlordsuch subsidiary or Alliance to be bound by the terms and provisions of this Agreement as though a Party; provided, further, that such Alliance shall not be required to bind any of its Affiliates to any of the provisions of this Agreement; provided, further, that any such Alliance shall be allowed to transfer to any of its Affiliates shares of Common Stock and Transfer Restricted Equivalents received from Investor or its Affiliates, if such Affiliate shall deliver to the Corporation the written agreement of such Affiliate to vote any such shares transferred in accordance with the provisions of Section 2.1 of this Agreement. (b) A Party may transfer up to 25,000 shares of Common Stock or Transfer Restricted Equivalents during each calendar quarter, subject to compliance with the requirements of the Securities Act. (c) Any Significant Stockholder may transfer Common Stock or Transfer Restricted Equivalents to any member of such Significant Stockholder's immediate family (including any spouse, parent grandparent, child or grandchild, whether by blood, marriage or adoption), any trust or trustee for the benefit of such person or any entity substantially all of the equity of which is directly or indirectly owned by the transferor and/or one or more of the foregoing persons; provided, however, that such Significant Stockholder shall first deliver to the Corporation a written agreement of such person to be bound by the terms and provisions of this Agreement as though a Party. Any Significant Stockholder may also pledge to a lender in connection with a bona fide personal loan one-third of such Significant Stockholder's Common Stock; provided, however, such Significant Stockholder shall not pledge Common Stock with a market value in excess of $5,000,000 based on the Market Price of the Common Stock on the date of such pledge; provided, further, that so long as any such shares of Common Stock are pledged, such Significant Stockholder shall own at least twice as many shares of Common Stock as have been pledged. (d) No Party may transfer any shares of Common Stock or Transfer Restricted Equivalents except as provided in Section 3.1(a), (b), (c), (d) or (f). If a Party (the "Transferor") proposes to transfer any shares or Transfer Restricted Equivalents pursuant to this Section 3.1(d), the Transferor shall give written notice (the "Transferor's Notice") to the Corporation and the other Parties (the "Other Parties") that either it proposes to complete a Market Sale of any or all shares of such Party's Common Stock or it has received a bona fide written offer to purchase any or all shares of such Party's Common Stock or Transfer Restricted Equivalents and that such Party desires to transfer any or all of such shares or Transfer Restricted Equivalents. In the case of a Market Sale, the Transferor's Notice shall specify the number of shares of Common Stock to be transferred and the Market Price. In the case of all other proposed transfers pursuant to Section 3.1(d), the Transferor's Notice shall specify the proposed transferee thereof, all material terms of the proposed transaction, including the number of shares of Common Stock or Transfer Restricted Equivalents to be transferred and the amount and type of consideration to be received therefor and shall be accompanied by a copy of such bona fide offer. The shares or Transfer Restricted Equivalents proposed to be transferred as set forth in the Transferor's Notice (the "Transfer Securities") shall be subject to Landlord’s reasonable review the following options: (i) The Transferor shall offer to sell (the "First Option") all such Transfer Securities to the Other Parties at the Market Price, in the case of a Market Sale, and consideration at the same price per Transfer Security as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion be paid by the proposed transferee (or at the cash equivalent as determined pursuant to this Section 3.1(d)(i)), in all other cases. To the extent the consideration to be paid by the proposed transferee consists of assets other than cash, assignthe cash equivalent of such consideration shall be determined reasonably and in good faith by the Corporation. The cash equivalent determination required by the preceding sentence, mortgagein any particular instance, pledgeshall be made in good faith by the Board of Directors, hypothecate, encumber, excluding therefrom any directors designated by the Transferor or permit any lien to attach to, or otherwise transfer, this Lease the proposed transferee (or any interest hereunderAffiliate thereof), permit who may be counted for quorum purposes but shall abstain from any assignmentsuch decision, or other transfer utilizing any method and/or advisory assistance the Board of this Lease or any interest hereunder by operation Directors deems appropriate, and the Corporation shall give the Transferor and the Other Parties written notice of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use such determination within twenty days after receipt of the Premises or Transferor's Notice. Each Other Party may purchase the number of Transfer Securities equal to the product of (A) the aggregate number of Transfer Securities and (B) a fraction with a numerator equal to the number of shares of Common Stock that such Other Party owns on a Fully Diluted Basis and a denominator equal to the number of shares of Common Stock owned in the aggregate, on a Fully Diluted Basis, by the Other Parties. (ii) If any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred Other Parties (A) fails 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 Transferor within ten days after (i) receipt of the Transferor's Notice, if the consideration to be paid by the proposed effective date transferee is solely cash; or (ii) receipt of notice of the Transferdetermination by the Board of Directors of the cash equivalent of the consideration to be paid by the proposed transferee that it elects to accept the First Option or (B) by written notice rejects the First Option, in whole or in part, the Transferor shall offer to sell (the "Second Option") the Transfer Securities not so purchased by the Other Parties to the Corporation for cash at the same price as the First Option, and the Transferor shall promptly provide written notice thereof (the "Second Notice") to the Corporation and the Other Parties. The Second Option may be accepted by the Corporation by written notice delivered to the Transferor within the ten days after receipt of the Second Notice. (iii) If the Corporation (A) fails to notify the Transferor within ten days after receipt of the Second Notice that it elects to exercise the Second Option or (B) by written notice rejects the Second Option, in whole or in part, the Transferor shall offer to sell (the "Third Option") the Transfer Securities not purchased pursuant to the First Option or the Second Option for cash at the same price as the First Option to the Other Parties which exercised the First Option in full, and the Transferor shall promptly provide written notice thereof (the "Third Notice") to the Corporation and the Other Parties. Such Other Parties may purchase the number of Transfer Securities as they shall mutually agree, or, in absence of such agreement, that number equal to the product of (A) the aggregate number of Transfer Securities remaining following the First Option and the Second Option and (B) a fraction with a numerator equal to the number of shares of Common Stock that such Other Party owns on a Fully Diluted Basis and a denominator equal to the number of shares of Common Stock owned in the aggregate, on a Fully Diluted Basis, by each Other Party which elects to exercise the Third Option, without reference to the number of shares of Common Stock owned by any Other Party not eligible or declining to exercise the Third Option. Each Other Party eligible to participate in the Third Option shall have ten days to provide written notice to the Transferor of its election to exercise the Third Option. Unless, through exercise of the First Option, the Second Option or the Third Option (collectively, the "Options"), all the Transfer Securities proposed to be less transferred in the Transferor's Notice are to be acquired by the Corporation and Other Parties, the Transferor may transfer any Transfer Securities covered by the Transferor's Notice which are not purchased by the Corporation or the Other Parties in the market, in the case of a Market Sale, and to the proposed transferee upon the terms of such transfer set forth in the Transferor's Notice, in all other cases; provided, however, that such transfer must occur no later than thirty (30) days nor more than one hundred eighty (180) 60 days after the date the Transferor's Notice was received by the Corporation or five days after the expiration or termination of delivery any waiting period applicable to such transfer pursuant to the HSR Act, whichever is later. If any of the Options is exercised, the Transferor shall transfer any such shares or Transfer NoticeRestricted Equivalents (free of all liens and encumbrances except this Agreement) to the respective purchasers thereof within 20 days after the date such offer is accepted by the Corporation and/or Other Parties, as applicable, against delivery by the purchasers of the consideration for such shares; provided, however, that, if the HSR Act is applicable to the Options, such date shall be extended to the date which is five days after the date the applicable waiting period expires or is terminated. (e) Other than transfers pursuant to Section 3.1(b), (c), or (f), or Market Sales pursuant to Section 3.1(d), no transfers of shares of Common Stock or Transfer Restricted Equivalents shall be made unless prior to the consummation thereof, the Party transferring such shares delivers to the Corporation in form reasonably acceptable to the Corporation a written agreement of the proposed transferee to become a Party and be bound by the terms hereof. (f) In the case of any tender or exchange offer made pursuant to Section 14(d) of the Securities Exchange Act of 1934, as amended, any Party shall be permitted (i) on or before December 31, 1999, to tender shares of Common Stock to the offeror if such tender offer or exchange offer is recommended by the Board of Directors and (ii) after December 31, 1999 to tender shares of Common Stock to the offeror whether or not the tender or exchange offer is recommended by the Board of Directors, provided that such Party complies with Section 3.1(d), as modified as follows: (i) a description Party may transfer its shares or Common Stock Equivalents only if the Transferor has delivered the Transferor's Notice not later than ten business days prior to expiration of such tender or exchange offer; (ii) in an exchange offer, when the Board of Directors is required to determine the cash equivalent of the portion consideration being offered, the value of securities which are publicly traded shall be deemed to be the Market Price of such securities on the date of the Premises to be transferred (Transferor's Notice and the “Subject Space”) which must be separately demisable if not the entirety Board of Directors shall make such determination within two business days of receipt of the Premises or the entirety of an existing separately demised suite, Transferor's Notice; and (iii) all the time periods during which the Options may be exercised shall be reduced as follows: the First Option must be exercised within two business days of receipt of the terms Transferor's Notice, the Second Option must be exercised within two business days of receipt of the proposed Transfer Second Notice, 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 Third Option must be exercised not later than one business day prior to the proposed Transferdate the tender or exchange offer is to expire. (g) Transfers pursuant to Sections 3.1(a) and 3.1(b) shall not be subject to Section 3.1(d). Any purported transfer of Common Stock or Transfer Restricted Equivalents by a Party which is not permitted by the foregoing provisions of this Section, 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 which is in connection with the documentation violation of such Transferprovisions, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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, shall be null, void and of no effect, force 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 review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlordeffect whatsoever.

Transfers. Tenant shall not, without the prior written consent of Landlord, (except as otherwise provided in Section 14.7 or Section 14.8 below), which is consent shall not be unreasonably withheld, conditioned or delayed (subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesthe terms of’ Section 14.2, below), 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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 existing operative documents to be executed to evidence such Transfer or the 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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereofthereof or by a certified public accountant, 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. Landlord shall approve or disapprove of the proposed Transfer within ten (10) days (the “Review Period”) after Landlord’s receipt of the applicable Transfer Notice. In the event that ▇▇▇▇▇▇▇▇ fails to notify Tenant in writing of such approval or disapproval within such Review Period, Tenant may send a reminder notice. If Landlord fails to respond within ten (10) additional days after such reminder, Landlord shall be deemed to have approved such Transfer. Any Transfer made without Landlord’s prior written consent or, to the extent applicable, ▇▇▇▇▇▇▇▇’s deemed consent as aforesaid, 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 TransferTransfer (but other than for failure by Landlord to respond), Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable and actual out-of-pocket costs and expenses incurred by Landlord in connection with its review of a proposed Transfer, provided that such costs and expenses shall not exceed $3,000.00 for a Transfer in the ordinary course of business.

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, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconsent shall not be unreasonably withheld, assignconditioned or delayed. This prohibition against a Transfer includes, mortgagewithout limitation, pledge, 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 substantially all of the Premises assets of Tenant, with or any part thereof by any persons other than without specific assignment of Lease; (iv) the change in control in a partnership; or (v) conversion of Tenant to a limited liability entity. If Tenant converts to a limited liability entity without obtaining the prior written consent of Landlord: (i) the conversion shall be null and void for purposes of the Lease, including the determination of all obligations and liabilities of Tenant and its employees partners to Landlord; (ii) all partners of Tenant immediately prior to its conversion to a limited liability shall be fully liable, jointly and contractors severally, for obligations of Tenant accruing under this Lease pre-conversion and post-conversion, and all members and other equity holders in Tenant post-conversion shall be fully liable for all obligations and liabilities of Tenant accruing under the Lease after the date such members and other equity holders are admitted to the limited liability entity as if such person or entity had become a general partner in a partnership; and (all iii) Landlord shall have the option 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”)declaring Tenant in default under this Lease. If Tenant desires requests Landlord’s '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 all terms and conditions of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (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, (iv) current financial statements copies of the proposed Transferee (documentation, and financial statements for such Transferee’s prior two (2) fiscal years) the following information about the proposed transferee: name and any address; reasonably satisfactory information about its business and business history; its proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history use of the Premises; a copy of the proposed Transferee sublease or assignment agreement; banking, financial and any other information reasonably required by Landlord which will credit information; and general references sufficient to enable Landlord to determine the financial responsibility, proposed transferee's creditworthiness and character, and reputation of . In addition to its right to approve or reject 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, Landlord shall have the option, upon written notice to Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written the receipt of such information concerning the proposed transferee, to (x) sublease the applicable space on the terms and conditions of this Lease or (y) in the case of a proposed assignment or proposed subletting for all or substantially all of the Term, to terminate this Lease as to the space so affected as of the date of the proposed assignment or such subletting, in which event the provisions of this Lease governing such space shall terminate (except for any provisions that pursuant to this Lease expressly survive such termination); provided, however, that -------- ------- Landlord's rights set forth in this sentence shall not apply if (A) the proposed subletting is for less than fifty percent (50%) of the Premises and (B) the proposed term of such subletting is for less than a four (4) year term (including any renewal terms). 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 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 space affected and reasonable cash rental concessions, which costs and expenses are to be amortized over the term of the Transfer, then fifty percent (50%) of such excess shall be paid to Landlord within thirty (30) days after such amount is earned by Tenant. Such overage amounts in the case of a sublease shall be calculated and adjusted (if necessary) on a Lease Year (or partial Lease Year) basis, and there shall be no cumulative adjustment for the Term. Landlord shall have the right to audit Tenant's books and records relating to the Transfer. Tenant authorizes its transferees to make payments of rent and any other sums due and payable, directly to Landlord upon receipt of notice from Landlord to do so. Any attempted Transfer by Tenant in violation of the terms and covenants of this Article IX shall be void and shall constitute a default by ---------- Tenant under this Lease. In the event that Tenant requests that Landlord consider a sublease or assignment hereunder, Tenant shall pay Landlord's reasonable attorneys' fees and costs incurred by Landlord in connection with the consideration of such request by Landlordor such sublease or assignment.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilitycorrect, character, and reputation of that the proposed Transferee, nature of such Transferee’s business and proposed Transferee intends to use of or store in the Subject SpacePremises, and (vvi) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or 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 12.1. Buyer may sell, assign, grant a participation or security interest in, or otherwise transfer (each, a “Transfer”) all or any portion of the Participation, or any interest in the Participation, without the consent of or notice to Seller; provided, however, that, except for any Transfer made to the State pursuant to the Deed of Disclosed Pledge of Receivables or the Pledge and Security Agreement, (a) no Transfer shall notbe effective unless (i) such Transfer does not violate any applicable law or regulation or cause Seller to violate or be in breach of any provision of any Asset Documentation, (ii) the transferee in such Transfer (the “Transferee”) makes to Buyer for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1, 9.1(c) and 20.3 and (iii) the Transferee either (A) is organized under the laws of the United States or any State thereof or (B) has (1) represented to Seller that under applicable law and treaties no taxes will be required to be withheld by Seller with respect to any payments to be made to such Transferee in respect of the Participation and (2) shall have furnished to Seller such forms, certifications, statements and other documents as Seller has requested or may request from time to time to evidence the Transferee’s exemption from the withholding of any tax imposed by any jurisdiction or to enable Seller to comply with any applicable laws or regulations relating thereto and (b) notwithstanding any such sale, assignment, participation or transfer, unless Seller otherwise consents in writing (which consent Seller shall not unreasonably withhold or delay), Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s obligations under this Agreement. 12.2. Seller may not assign any of its rights or obligations under this Agreement or under any Security to the extent such rights or obligations are related to the Buyer’s Proportion of such Security without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 Buyer (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 unreasonably withheld, conditioned or delayed). (a) If a Security is trading at or above its par value plus accrued interest, Buyer has the right to instruct Seller in writing, on a commercial best efforts basis, to sell such Security at or above its par value plus accrued interest or at such price level as indicated by Buyer but not lower than the par value plus accrued interest. NY12534:201921.4 (b) If a Security is trading below its par value plus accrued interest, Buyer has the right to instruct Seller in writing, on a commercial best efforts basis, to sell the Buyer’s Proportion of such Security at or above the price level indicated by Buyer. To the extent less than thirty the entirety of Buyer’s Proportion of such Security is sold, the Buyer’s Proportion with respect to such Security shall thereafter be adjusted to reflect the relative beneficial interests of Buyer on the one hand and the holders of the Retained Proportion on the other in such Security. (30c) days nor more than Seller will not sell any Securities without the prior written consent of Buyer; provided, however, that if Buyer instructs Seller pursuant to subsection (a) or (b) above, it shall be deemed to have consented to the sale by the Seller of a pro rata portion of the Retained Proportion of the relevant Security which sale, if executed within a period of one hundred eighty (180) days month before or after the date of delivery the sale of the Transfer NoticeBuyer’s Proportion of such Security, must be on terms no more favorable to the Seller than the terms on which it sells the Buyer’s Proportion of such Security. (iid) a description If any U.S. federal or U.S. State regulatory requirement (whether by way of statute or regulation or by way of an order, instruction, direction or request of any U.S. federal or U.S. State supervisory or other governmental authority) would prohibit, restrict, subject to consent requirements or delay or otherwise adversely affect any sale of Securities or sale of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises Retained Proportion or the entirety Buyer’s Proportion of an existing separately demised suite, (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 TransferSecurities, the name and address of the proposed TransfereeSeller shall procure (bij wijze van resultaatsverbintenis) that any such prohibition, and a copy of all existing executed and/or proposed documentation pertaining restriction, consent requirement, delay or other effect is fully complied with or removed prior to the proposed Transferdate of such intended sale, including all existing operative documents so that each divestment as contemplated by this Section 12.3 can be realized on the date contemplated by Buyer without being in any respect affected by such prohibition, restriction, consent requirement, delay or other effect. For the avoidance of doubt, the existence of any such prohibition or restriction or consent requirement from time to be executed to evidence such Transfer time or the agreements incidental inability for Seller to comply therewith or related to such Transfer, provided that Landlord remove the same for any reason whatsoever 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 (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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, not constitute a Default by Tenant under this Lease. Whether force majeure or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlordother defense for Seller.

Transfers. Tenant shall notSubject to Clauses 20.5(I) (Restriction on transfer of Commitments), any Lender (the “Transferor Bank”) may at any time cause:- (A) all (but not part only) of its rights, benefits and/or obligations under this Agreement and the other Security Documents to be transferred to any of its subsidiaries, affiliates or associates, which for the purpose of this Clause means subsidiaries, affiliates or associates of which the relevant Lender owns more than 50% of the issued shares, or to a federal reserve bank, central bank or other monetary or regulatory authority having jurisdiction over such Lender (a “Related Bank”) without the prior written consent of Landlordthe Borrower; or (B) part of its rights, benefits and/or obligations hereunder and the other Security Documents to be transferred to a Related Bank with the consent of the Borrower such consent not to be unreasonably withheld (except that such consent shall not be required where any such Lender has been required by any applicable law or regularity authority to cause such part transfer); or (C) subject to Clause 24.6 (Joint Arrangers’ right of first refusal), all or part of its rights, benefits and/or obligations hereunder and the other Security Documents to be transferred to any other bank or financial institution with the consent of the Borrower (such consent not to be unreasonably withheld it being agreed however that it shall not be unreasonable for the Borrower to withhold its consent to any proposed transfer by a Lender which is subject to Landlord’s reasonable review and consideration a Joint Arranger if, as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise a result of such 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 aggregate Commitments of the Premises or any part thereof by any persons other than Tenant and its employees and contractors Joint Arrangers would fall below thirty five point one per cent (all 35.1%) of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and aggregate Commitments of all the Lenders together) (any person to whom any Transfer is made or sought to be made is hereinafter sometimes such transferee being herein referred to as a “TransfereeTransferee Bank”) by delivering to the Facility Agent a Transfer Certificate duly completed and duly executed by the Transferor Bank and the Transferee Bank. Any transfer by a Lender shall be offered and effected in compliance with all applicable laws and regulations. If the Borrower fails to respond to a written request for such consent within ten (10) Banking Days of such request being made, the Borrower shall be deemed to have given such consent. No such transfer is binding on, or effective in relation to, any of the parties hereto unless it is effected or evidenced by a Transfer Certificate which complies with the provisions of this Clause 24.3 and is signed by or on behalf of the Transferor Bank, the Transferee Bank and the Facility Agent (on behalf of itself, the Borrower and the other Banks). If Tenant desires Landlord’s consent Upon signature of any such Transfer Certificate by the Facility Agent, which signature shall be effected as promptly as is practicable after such Transfer Certificate has been delivered to the Facility Agent, and subject to the terms of such Transfer Certificate, such Transfer Certificate shall have effect as set out below. The following further provisions shall have effect in relation to any Transfer, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include Certificate:- (i) the proposed effective date a Transfer Certificate may be in respect of a Lender’s rights in respect of all or part of its Commitment and shall be in respect of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date same proportion of delivery its Percentage and of the Transfer Notice, its Contribution; (ii) a description Transfer Certificate shall only be in respect of rights and obligations of the portion of Transferor Bank in its capacity as a Lender and shall not transfer its rights and obligations as an Agent or in any other capacity, as the Premises to case may be and such other rights and obligations may only be transferred (the “Subject Space”) which must be separately demisable if not the entirety in accordance with any applicable provisions of the Premises or the entirety of an existing separately demised suite, this Agreement; (iii) a Transfer Certificate shall take effect in accordance with English law as follows:- (a) to the extent specified in the Transfer Certificate, the Transferor Bank’s payment rights and all its other rights (other than those referred to in paragraph (B) above) under this Agreement are assigned to the Transferee Bank absolutely, free of any defects in the Transferor Bank’s title and of any rights or equities which the Borrower had against the Transferor Bank; (b) the Transferor Bank’s Commitment is discharged to the extent specified in the Transfer Certificate; (c) the Transferee Bank becomes a Lender with a Contribution, a Percentage and a Commitment of the terms amounts specified in the Transfer Certificate; (d) the Transferee Bank becomes bound by all the provisions of this Agreement and the other Security Documents which are applicable to the Lenders generally, including those about pro rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agents in accordance with the provisions of this Agreement and to the extent that the Transferee Bank becomes bound by those provisions, the Transferor Bank ceases to be bound by them; (e) an Advance or part of an Advance which the Transferee Bank makes after the Transfer Certificate comes into effect ranks in point of priority and security in the same way as it would have ranked had it been made by the Transferor Bank, assuming that any defects in the Transferor Bank’s title and any rights or equities of the proposed Transfer and Borrower against the consideration thereforTransferor Bank had not existed; (f) the Transferee Bank becomes entitled to all the rights under this Agreement which are applicable to the Lenders generally, including calculation but not limited to those relating to the Majority Banks and those under Clauses 6.6 (Market disruption; non-availability), 7 (Illegality, Increased Costs and Force Majeure) and 14 (Fees), and to the extent that the Transferee Bank becomes entitled to such rights, the Transferor Bank ceases to be entitled to them; (g) the rights and equities of the “Transfer Premium”Borrower referred to above include, as that term is defined in Section 14.3 belowbut are not limited to, in connection with such Transfer, the name and address any right 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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee set off and any other information reasonably required by Landlord which will enable Landlord to determine kind of cross-claim; and (h) the financial responsibility, character, Borrower and reputation each of the proposed Transfereeother Banks hereby irrevocably authorise and instruct the Facility Agent to sign any such Transfer Certificate on its behalf and undertake not to withdraw, nature revoke or qualify such authority or instruction at any time. Promptly upon its signature of such Transferee’s business any Transfer Certificate, the Facility Agent shall notify the Borrower, the other Agents, the Transferor Bank 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 review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordTransferee Bank.

Transfers. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this ARTICLE 14 which define and limit the transferability of such leasehold interest. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 “TransfersTRANSFERS” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “TransfereeTRANSFEREE”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer NoticeTRANSFER NOTICE”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) 15 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 SpaceSUBJECT SPACE”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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 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 (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any 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 Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. 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 Transfer, Tenant shall pay Landlord’s review and , in connection with any request for consent to a Transfer a processing fees in the amount fee of Five Hundred Dollars ($1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord500.00).

Transfers. Except as set forth in Section 14.7, Tenant shall not, without the prior written consent of Landlord, which is subject shall not be unreasonably withheld if Landlord does not elect to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesproceed under Section 14.4 below, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, assign or otherwise transfer, 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 notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (3045) 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, 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 and such other information as Landlord may reasonably require. If there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.1, or (ii) which would cause the proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant’s original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and financial statements for such Transfereeother action under this Article 14 (including Landlord’s prior two (2) fiscal years) and right of recapture, if any, under Section 14.4 of this Lease). As a condition to Landlord’s consent to any proposed guarantor certified by an officerassignment of this Lease, partner or owner thereofLandlord may, business credit and personal references and history of at Landlord’s sole option, require the assigning Tenant to guaranty the proposed Transferee and any other information assignee’s obligations under this Lease, as assigned; and, if Landlord so elects, the assigning Tenant shall execute a Guaranty of Lease in a form reasonably required by Landlord which will enable Landlord acceptable 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. 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Article 14, Tenant’s and such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee waives all other remedies against Landlord, including without limitation, the right to seek monetary damages or to terminate this Lease.

Transfers. Tenant shall not, without the prior written consent of Landlord, (except as otherwise provided in Section 14.6 or Section 14.7 below), which is consent shall not be unreasonably withheld, conditioned or delayed (subject 760812.06/WLA375983-00004/11-2-16/ejs/ejs 34 COLORADO CENTER[2400 Broadway][Kite Pharam, Inc.] to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesthe terms of Section 14.2, below), 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (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 existing operative documents to be executed to evidence such Transfer or the 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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereofthereof or by a certified public accountant, 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. Landlord shall approve or disapprove of the proposed Transfer within ten (10) days (the "Review Period") after Landlord’s receipt of the applicable Transfer Notice. In the event that Landlord fails to notify Tenant in writing of such approval or disapproval within such Review Period, Tenant may send a reminder notice. If Landlord fails to respond within ten (10) additional days after such reminder, Landlord shall be deemed to have approved such Transfer. Any Transfer made without Landlord’s 's prior written consent or, to the extent applicable, Landlord's deemed consent as aforesaid, shall, at Landlord’s '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 TransferTransfer (but other than for failure by Landlord to respond), Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable and actual out-of-pocket costs and expenses incurred by Landlord in connection with its review of a proposed Transfer, provided that such costs and expenses shall not exceed $3,000.00 for a Transfer in the ordinary course of business.

Transfers. Tenant shall notSubject to the provisions of Section 4 and upon providing the Company with written notice, without the prior written consent Holder and any subsequent Holder may transfer all or part of Landlord, which is subject this Warrant or the Shares issued upon exercise of this Warrant to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval any transferee; provided that in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit connection with any lien to attach to, or otherwise such transfer, this Lease the Holder or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet subsequent Holder will give 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 Company notice of the portion of the Premises Warrant and/or Shares (and/or securities issued on conversion of such Shares, if any) being transferred with the name, address and taxpayer identification number of the transferee, and H▇▇▇▇▇ will surrender this Warrant, or the certificates or other evidence of such Shares or other securities, to the Company for reissuance to the transferee(s) (and to Holder if applicable); and provided further, that any transferee shall make substantially the same representations made by the Holder under the Series A-1 Preferred Stock Purchase Agreement among the Company and the Holder dated of even date herewith and shall agree in writing with the Company to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) bound by all of the terms and conditions of this Warrant; and provided further, that the transfer of any Shares issued on exercise hereof (or of any securities issued on conversion of such Shares) shall be subject to the provisions of the proposed Transfer Amended and Restated Stockholders Agreement and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined Amended and Restated Registration Rights Agreement referenced in Section 14.3 below10 of this Warrant to the extent Holder is then a party thereto or otherwise subject thereto. Notwithstanding any contrary provision herein, at all times prior to the Company’s initial public offering, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof (or any securities issued on conversion of such Shares) to any person or entity who directly competes with the Company (as determined by the Company’s Board of Directors in its reasonable good faith judgment), except in connection with such Transfer, the name and address an Acquisition of the proposed Transferee, and Company by such 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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlorddirect competitor.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 such other information as Exhibit E. 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 default by Tenant under this Lease. Whether Each time Tenant requests Landlord's consent to a proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord, as Additional Rent hereunder, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.00) 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. Notwithstanding anything to the contrary contained in this Section 14.1, so long as Tenant delivers to Landlord (i) at least fifteen (15) calendar days prior written notice of its intention to assign or sublease the Premises to any Permitted Transferee, which notice shall set forth the name of the Permitted Transferee, (ii) a copy of the proposed agreement pursuant to which such assignment or sublease shall be effectuated, and (iii) such other information concerning the Permitted Transferee as Landlord may reasonably require, including without limitation, information regarding any change in the proposed use of any portion of the Premises and any financial information with respect to such Permitted Transferee, and so long as (a) any change in the proposed use of the subject portion of the Premises is in conformance with the uses permitted to be made under this Lease and do not involve the use or storage of any Hazardous Materials (other than nominal amounts of ordinary household cleaners, office supplies and janitorial supplies which are not regulated by any environmental laws), and (b) the Permitted Transferee has a tangible net worth and net income, in the aggregate, computed in accordance with standard commercial real estate accounting practices (but excluding goodwill as an asset), which is equal to or greater than Tenant as of the date of this Lease, then Tenant may assign this Lease or sublease any portion of the Premises (1) to any Related Entity, or (2) in connection with any merger, consolidation or sale of substantially all of the assets of Tenant, without having to obtain the prior written consent of Landlord thereto (each such transfer shall be referred to herein as a "Permitted Transfer" and each transferee pursuant to a Permitted Transfer shall be referred to herein as a "Permitted Transferee"). Any Permitted Transfer shall in no way relieve Tenant of any liability Tenant may have under this Lease and such assignee or sublessee shall be jointly and severally liable with Tenant hereunder. For purposes of this Section 14.1, the term "Related Entity" shall mean any entity controlled by, under control with, or in control of Tenant. The term "control" as used in the immediately preceding sentence shall mean having direct ownership of fifty percent (50%) or more of the ownership interests of an entity and having the ability to direct the management and policies of such entity.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 such other information as Landlord may reasonably require. Tenant’s delivery of a Transfer Notice to Landlord shall constitute a representation and warranty by Tenant to Landlord that the information contained in or delivered pursuant to the form attached hereto as Exhibit E. Transfer Notice is true, correct and complete in all material respects, including the amount of all rent and other consideration to be paid pursuant to the operative agreements relating to the Transfer. 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 Each time Tenant requests Landlord’s consent to a proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord, as Additional Rent hereunder, Tenant shall reimburse Landlord for any reasonable legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.

Transfers. Tenant (a) Subject to Section 2.4, Sterling Commerce --------- shall notnot Transfer any Pecuniary Interest in any Equity Shares for a period of 180 days commencing on the Effective Date, without except Transfers to a wholly-owned subsidiary or parent corporation. (b) In the prior written consent event of Landlorda Qualified IPO, neither Sterling Commerce nor SCSL shall Transfer any Equity Shares for a period (the "Lockup Period") commencing ------------- on the date on which such Qualified IPO is consummated, provided that all (i) members of the Board of Directors, (ii) Affiliates of members of the Board of Directors, which is subject Affiliates own Equity Shares and (iii) Similarly Situated Investors agree to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 a substantially identical lockup. The length of the Premises or Lockup Period shall be determined by the Company, after consultation with the underwriters in connection with the Qualified IPO, but in no event shall be longer than 180 days. (c) Neither Sterling Commerce nor SCSL shall Transfer any part thereof by any persons Equity Shares (other than Tenant and its employees and contractors Transfers (1) to the Company, (2) to any Affiliate, (3) pursuant to a merger or consolidation involving the Company or the sale of all or substantially all of the foregoing are hereinafter sometimes referred outstanding Equity Shares or (4) Transfers constituting a bona fide public distribution pursuant to collectively as “Transfers” and (x) any person to whom registration statement filed under the Securities Act or any Transfer is made Public Offering 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”y) shall include Rule 144 Open Market Transactions) unless (i) the proposed effective date of certificates representing such Equity Shares issued to the TransferTransferee bear the legend provided in Section 2.3, 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 Noticeif required by such Section, and (ii) a description of the portion of the Premises to be transferred Transferee (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iiialready a party hereto) all of the terms of the proposed Transfer has executed and the consideration therefor, including calculation of the “Transfer Premium”delivered to each other party hereto, 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 condition precedent to such Transfer, provided an instrument or instruments, reasonably satisfactory to such parties, confirming that Landlord shall have the right Transferee agrees to require Tenant to utilize Landlord’s standard Transfer documents be bound by the terms of this Agreement in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for same manner as such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer's transferor, 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 except as otherwise specifically provided 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 review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordAgreement.

Transfers. Tenant shall notSubject to Clause 5.9 of the Deed of Agency, Trust and Coordination, any Lender (the “Transferor Bank”) may at any time cause:- (A) all (but not part only) of its rights, benefits and/or obligations under this Agreement and the other Security Documents to be transferred to any of its subsidiaries, affiliates or associates, which for the purpose of this Clause means subsidiaries, affiliates or associates of which the relevant Lender owns more than 50% of the issued shares, or to a federal reserve bank, central bank or other monetary or regulatory authority having jurisdiction over such Lender (a “Related Bank”) without the prior written consent of Landlordthe Borrower; or (B) part of its rights, benefits and/or obligations hereunder and the other Security Documents to be transferred to a Related Bank with the consent of the Borrower such consent not to be unreasonably withheld (except that such consent shall not be required where any such Lender has been required by any applicable law or regularity authority to cause such part transfer); or (C) subject to Clause 24.6 (Lead Arrangers’ right of first refusal), all or part of its rights, benefits and/or obligations hereunder and the other Security Documents to be transferred to any other bank or financial institution with the consent of the Borrower (such consent not to be unreasonably withheld it being agreed however that it shall not be unreasonable for the Borrower to withhold its consent to any proposed transfer by a Lender which is subject to Landlord’s reasonable review and consideration a Lead Arranger if, as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise a result of such 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 aggregate Commitments of the Premises or any part thereof by any persons other than Tenant and its employees and contractors Lead Arrangers would fall below thirty five point one per cent (all 35.1%) of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and aggregate Commitments of all the Lenders together) (any person to whom any Transfer is made or sought to be made is hereinafter sometimes such transferee being herein referred to as a “TransfereeTransferee Bank”)) by delivering to the Facility Agent a Transfer Certificate duly completed and duly executed by the Transferor Bank and the Transferee Bank. Any transfer by a Lender shall be offered and effected in compliance with all applicable laws and regulations. If Tenant desires Landlord’s the Borrower fails to respond to a written request for such consent within ten (10) Banking Days of such request being made, the Borrower shall be deemed to have given such consent. No such transfer is binding on, or effective in relation to, any of the parties hereto unless (a) it is effected or evidenced by a Transfer Certificate which complies with the provisions of this Clause 24.3 and is signed by or on behalf of the Transferor Bank, the Transferee Bank and the Facility Agent (on behalf of itself, the Borrower and the other Banks) and (b) simultaneously with its execution of the Transfer Certificate, the Transferee Bank executes and delivers an Accession Certificate conforming in all respects with the requirements of the Deed of Agency, Trust and Coordination. Upon signature of any such Transfer Certificate by the Facility Agent, which signature shall be effected as promptly as is practicable after such Transfer Certificate has been delivered to the Facility Agent, and subject to the terms of such Transfer Certificate, such Transfer Certificate shall have effect as set out below. The following further provisions shall have effect in relation to any Transfer, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include Certificate:- (i) the proposed effective date a Transfer Certificate may be in respect of a Lender’s rights in respect of all or part of its Commitment and shall be in respect of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date same proportion of delivery its Percentage and of the Transfer Notice, its Contribution; (ii) a description Transfer Certificate shall only be in respect of rights and obligations of the portion of Transferor Bank in its capacity as a Lender and shall not transfer its rights and obligations as an Agent or in any other capacity, as the Premises to case may be and such other rights and obligations may only be transferred (the “Subject Space”) which must be separately demisable if not the entirety in accordance with any applicable provisions of the Premises or the entirety of an existing separately demised suite, this Agreement; (iii) a Transfer Certificate shall take effect in accordance with English law as follows:- (a) to the extent specified in the Transfer Certificate, the Transferor Bank’s payment rights and all its other rights (other than those referred to in paragraph (B) above) under this Agreement are assigned to the Transferee Bank absolutely, free of any defects in the Transferor Bank’s title and of any rights or equities which the Borrower had against the Transferor Bank; (b) the Transferor Bank’s Commitment is discharged to the extent specified in the Transfer Certificate; (c) the Transferee Bank becomes a Lender with a Contribution, a Percentage and a Commitment of the terms amounts specified in the Transfer Certificate; (d) the Transferee Bank becomes bound by all the provisions of this Agreement and the other Security Documents which are applicable to the Lenders generally, including those about pro rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agents in accordance with the provisions of this Agreement and to the extent that the Transferee Bank becomes bound by those provisions, the Transferor Bank ceases to be bound by them; (e) an Advance or part of an Advance which the Transferee Bank makes after the Transfer Certificate comes into effect ranks in point of priority and security in the same way as it would have ranked had it been made by the Transferor Bank, assuming that any defects in the Transferor Bank’s title and any rights or equities of the proposed Transfer Borrower against the Transferor Bank had not existed; (f) the Transferee Bank becomes entitled to all the rights under this Agreement and the consideration thereforDeed of Agency, Trust and Coordination which are applicable to the Lenders generally, including calculation but not limited to those relating to the Majority Banks and those under Clauses 6.6 (Market disruption; non-availability), 7 (Illegality, Increased Costs and Force Majeure) and 14 (Fees), and to the extent that the Transferee Bank becomes entitled to such rights, the Transferor Bank ceases to be entitled to them; (g) the rights and equities of the “Transfer Premium”Borrower referred to above include, as that term is defined in Section 14.3 belowbut are not limited to, in connection with such Transfer, the name and address any right 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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee set off and any other information reasonably required by Landlord which will enable Landlord to determine kind of cross-claim; and (h) the financial responsibility, character, Borrower and reputation each of the proposed Transfereeother Banks hereby irrevocably authorise and instruct the Facility Agent to sign any such Transfer Certificate on its behalf and undertake not to withdraw, nature revoke or qualify such authority or instruction at any time. Promptly upon its signature of such Transferee’s business any Transfer Certificate, the Facility Agent shall notify the Borrower, the other Agents, the Transferor Bank 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 review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordTransferee Bank.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s 's reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesonly, 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”"). 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") which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (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 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 's standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s 's prior two (2) fiscal years) and any proposed guarantor 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 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 review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s's, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon the earlier to occur of Landlord’s 's consent, or within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereofthereof (which Landlord shall treat as confidential and shall not disclose), business credit and personal references and history (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilitycorrect, character, and reputation of that the proposed Transferee, nature of such Transferee’s business and proposed Transferee intends to use of or store in the Subject SpacePremises, and (vvi) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty fifteen (3015) days after written request by Landlord, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.00) to reimburse Landlord for its review and processing fees, and ▇▇▇▇▇▇ shall also reimburse Landlord for any reasonable legal fees incurred by Landlord in connection with ▇▇▇▇▇▇’s proposed Transfer.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration consent shall not be unreasonably withheld as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 consent to any Transfer, Tenant shall notify Landlord in writing, which Notice 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 NoticeTenant’s notice), (iib) a description of the portion of the Premises to be transferred Transferred (herein called the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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 Transfer documentation, and (d) financial statements (balance sheets and income/expense statements for the current and prior three (3) years or, if the proposed TransferTransferee has not be in existence for at least three (3) years, including all existing operative documents to be executed to evidence for such Transfer or the agreements incidental or related to shorter period of time as such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents proposed Transferee has been in connection with the documentation of such Transfer, (ivexistence) current financial statements of the proposed Transferee (Transferee, in form and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor detail reasonably satisfactory to Landlord, certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee Transferee, and any other information reasonably required requested 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 (v) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. 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 under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay $1,000 towards Landlord’s review and processing fees expenses simultaneous with Tenant’s submission of the request for Landlord’s consent; provided, however, that if Tenant or the proposed Transferee requests any changes to this Lease or Landlord’s standard form of consent in connection with the amount of $1,500.00proposed Transfer, as well as any and if Landlord’s reasonable professional fees costs and expenses (including property manager’s, reasonable attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by exceed $1,000.00, Tenant shall reimburse Landlord upon the earlier to occur of Landlord’s consent, or for such excess costs and expenses within thirty ten (3010) business days after written request by Landlord.

Transfers. Except as expressly set forth in Rider 1 (if at all), Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, voluntarily 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 assign, sublet, encumber or transfer all or any part thereof, of Tenant’s interest in this Lease or enter into in the Leased Premises or permit any license or concession agreements or otherwise permit the occupancy or use part of the Leased Premises to be used or any part thereof occupied by any persons person other than Tenant, its employees, customers and others having lawful business with 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 shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include include: (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (3045) 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 Leased Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, ); (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”Profit Rental, as that term is defined in Section 14.3 15.4 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 pertaining to the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 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 such other information as Landlord may reasonably require. Each time Tenant in the form attached hereto as Exhibit E. Any Transfer made without requests Landlord’s prior written consent shallto a proposed Transfer, 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 whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord, as additional rent hereunder, Tenant shall pay to Landlord Two Thousand Dollars ($2,000.00) for Landlord’s out-of-pocket review and processing fees, and, in addition, Tenant shall reimburse Landlord for any reasonable out-of-pocket legal fees incurred by Landlord in connection with Tenant’s proposed Transfer. In no event shall Landlord be obligated to consider a consent to any proposed assignment of this Lease which would assign less than the entire Leased Premises. Any attempted Transfer made without Landlord’s prior consent shall be wholly void and shall constitute a breach of this Lease.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (3045) 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the material terms of the proposed Transfer and the consideration therefor, therefor (including calculation of the “"Transfer Premium”, ," as that term is defined in Section 14.3 below14.3, 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 (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 such other information as Exhibit E. 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord. Notwithstanding anything to the contrary herein, Tenant may assign this Lease in connection with an acquisition, merger, or sale of substantially all its assets; provided that the assignee agrees in writing to be bound by the terms of, and assume all obligations of Tenant under, this Lease.

Transfers. Except as otherwise specifically provided or permitted in this Article 14, Tenant shall not, without the prior written consent of LandlordLandlord (which consent shall not be unreasonably withheld, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconditioned 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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 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 (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 stating the information set forth in the form attached hereto as Exhibit E. 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s (or Landlord’s property manager’s) review and processing fees in the amount of (which currently equal $1,500.001,500.00 for each proposed Transfer), as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of (or Landlord’s consentproperty manager), or within thirty (30) days after written request by Landlord. Notwithstanding the foregoing, in no event shall Tenant be required to pay Landlord an amount greater than Two Thousand Five Hundred and No/100 Dollars ($2,500.00) with respect to attorneys’ fees in connection with a request for Landlord’s consent to a Transfer, provided such Transfer involves only the preparation of a consent document by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject shall not be unreasonably withheld if Landlord does not elect to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesproceed under Section 14.4 below, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, assign or otherwise transfer, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, 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 and such other information as Landlord may reasonably require. If there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.1, or (ii) which would cause the proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant’s original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and financial statements for such Transfereeother action under this Article 14 (including Landlord’s prior two (2) fiscal years) and any proposed guarantor certified by an officerright of recapture, partner if any, under Section 14.4 of this Lease). If the Transfer Notice informed Landlord that Landlord’s failure to approve or owner thereof, business credit and personal references and history disapprove of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine Transfer within fifteen (15) days following Landlord’s receipt of the financial responsibility, character, and reputation Transfer Notice would constitute Landlord’s approval of the proposed TransfereeTransfer, nature of such Transfereethen Landlord’s business and proposed use failure to approve or disapprove of the Subject Space, and proposed Transfer within fifteen (v15) an executed estoppel certificate from Tenant in days following Landlord’s receipt of the form attached hereto as Exhibit E. Transfer Notice shall constitute Landlord’s approval. 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 Transfershall grant consent, Tenant shall pay Landlord’s review and processing fees in the amount of (total review and processing fees for any Transfer not to exceed Five Hundred Dollars ($1,500.00500.00), as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Article 14, Tenant’s and such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee waives all other remedies against Landlord, including without limitation, the right to seek monetary damages or to terminate this Lease; provided, however, this waiver shall not apply if Landlord’s conduct was determined to be in bad faith.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (except as otherwise provided in Section 14.8 below), which is consent shall not be unreasonably withheld, conditioned or delayed (subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesthe terms of Section 14.2, below), 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 contractors, subject to the terms of this Section 14 below (all of the foregoing are hereinafter sometimes referred to 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (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 's 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 (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereofthereof or by a certified public accountant, 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 (or deemed consent) shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s '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 's reasonable review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord ("Transfer Fee"), provided, Tenant shall not be required to pay more than Two Thousand Five Hundred Dollars ($2,500.00) as a Transfer Fee in connection with any one Transfer in the ordinary course of business, (b) Landlord shall provide supporting documentation for the Transfer Fee, and (c) no Transfer Fee shall be payable by Tenant in the event of any deemed approval of a proposed Transfer following Landlord’s failure to timely respond as set forth above. The foregoing Transfer Fee cap shall increase by ten percent (10%) after each five (5) year period during the Lease Term.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration consent shall not be unreasonably withheld as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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”), or (iv) advertise for Transfers. If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice 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 NoticeTenant’s notice), (iib) a description of the portion of the Premises to be transferred Transferred (herein called the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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 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 Transferdocumentation, (ivd) current financial statements (balance sheets and income/expense statements for the current and prior year) of the proposed Transferee (Transferee, in form and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor detail reasonably satisfactory to Landlord, certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee, (e) at least one favorable financial and business character/reputation reference respecting the Transferee from a current or recent commercial landlord, and (f) any other reasonable 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 (v) an executed estoppel certificate from Tenant in the form attached hereto Space or as Exhibit E. Landlord may reasonably request. 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 under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay $500 towards Landlord’s review and processing fees in the amount of $1,500.00expenses, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty fifteen (3015) days after Landlord’s written request by Landlordrequest.

Transfers. Tenant shall not, without (a) Without the prior written consent of LandlordLender, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval neither Borrower nor any other Person having an ownership or beneficial interest, direct or indirect, in Landlord’s sole and absolute discretion in all other casesBorrower shall (i) directly or indirectly sell, assigntransfer, convey, mortgage, pledge, hypothecateor assign the Property, encumber, or permit any lien to attach to, or otherwise transfer, this Lease part thereof or any interest hereundertherein (including any ownership interest in Borrower); (ii) further encumber, permit alienate, grant a Lien or grant any assignment, or other transfer of this Lease interest in the Property or any par▇ ▇▇▇▇▇▇▇ (▇nclu▇▇▇▇ any ownership interest hereunder by operation of lawin Borrower), sublet the Premises whether voluntarily or any part thereof, involuntarily; or (iii) enter into any license easement or concession agreements other agreement granting rights in or otherwise permit restricting the occupancy use or use development of the Premises or any part thereof by any persons other than Tenant and its employees and contractors Property. (all of the foregoing are hereinafter sometimes referred b) Borrower may, upon thirty (30) days prior notice 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 TransferLender, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) make immaterial transfers of portions of the Property to any Governmental Authority for dedication or public use, and (ii) grant easements, restrictions covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially adversely effect the utility and operation of the Property or materially adversely effect the value of the Property taken as a whole or materially adversely effect the ability of Borrower to pay the debt secured by the Mortgage. In connection with any transfer, conveyance or encumbrance permitted pursuant to this Section 5.2.13(b), Borrower shall deliver to Lender not less than 30 days prior to the date of such transfer a copy of the proposed effective date instrument of the Transfertransfer, which shall not impose any liability on Lender and shall be reasonably acceptable to Lender in all respects; and if acceptable, Lender shall execute and deliver such instrument, in the case of the transfers referred to in clause (i) above, to release the portion of the Property affected by such transfer from the lien of the Mortgage or, in the case of clause (ii) above, to subordinate the lien of the Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants promptly following receipt by Lender of: (a) payment of costs incurred by Lender in connection therewith; and (b) a certificate from an officer of the general partner or managing member of Borrower stating (x) with respect to any transfer, the consideration, if any, being paid for the transfer provided that if such consideration exceeds $25,000, Borrower shall deliver such consideration to Lender to be applied to the Debt or at Lender's option held as additional collateral for the Loan and (y) that such transfer does not materially adversely effect the utility and operation of the Property or materially adversely effect the value of the Property taken as a whole or materially adversely effect the ability of Borrower to pay the Debt. (c) A sale or conveyance by Borrower of all of the Property (but not a mortgage, lien or other encumbrance) is permitted provided that each of the following conditions have been satisfied: (i) no Event of Default shall have occurred and be continuing; (ii) the Person to whom the Property is sold or conveyed satisfies the requirements of a Special Purpose Entity and not less than 50% of the direct or indirect interests are owned and controlled by a Permitted Owner; (iii) the Rating Agencies shall have confirmed in writing that such sale or conveyance will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization; (iv) Lender has received a non-consolidation opinion which may be relied upon by Lender, the Rating Agencies and their respective counsel, successors and assigns, with respect to the sale or conveyance, which opinion shall be reasonably acceptable to Lender and, after a Securitization, the Rating Agencies; (v) the transferee of the Property shall execute an assumption of all of the obligations of the Borrower under this Agreement, the Mortgage and the other Loan Documents, subject, however, to the provisions of Section 9.4 of this Agreement; (vi) one or more transferee's principals having an aggregate net worth and liquidity reasonably acceptable to Lender (a net worth and liquidity greater than that of Guarantor as of the date hereof shall be acceptable to Lender) shall execute in favor of Lender a Guaranty of Recourse Obligations and an Environmental Indemnity Agreement in form acceptable to Lender; and (vii) Borrower shall give written notice to Lender of the proposed sale or conveyance not later than thirty (30) days nor prior thereto, which notice shall set forth the name of the proposed transferee, identify the owners of such direct and indirect interests of the proposed transferee and set forth the date the sale or conveyance is expected to be effective. Upon satisfaction of the foregoing conditions, Borrower, Guarantor and Indemnitor shall be released from any liability under the Loan Documents following such sale or conveyance of all of the Property, provided that Borrower and Indemnitor shall be responsible for any remediation or loss, cost, damage or expense resulting from contamination of the Property with hazardous substances first introduced to the Property prior to the transfer. (d) A transfer or sale (but not a pledge, hypothecation, creation of a security interest in or other encumbrance) of direct or indirect ownership interest in Borrower is permitted provided the following conditions have been satisfied: (i) such transfer or sale is to a Permitted Owner; (ii) prior to any such transfer or sale of direct or indirect ownership interests in Borrower, if as a result of either of which (and after giving effect to such transfer or sale), more than one hundred eighty (180) days after 50% of the direct or indirect ownership interests in Borrower shall have been transferred to a person or entity not owning at least 50% of the direct or indirect ownership interests in Borrower on the date of delivery of closing, Borrower shall deliver to Lender a non-consolidation opinion which may be relied upon by Lender, the Transfer NoticeRating Agencies and their respective counsel, (ii) successors and assigns, with respect to the proposed transfer or sale, which opinion shall be reasonably acceptable to Lender and, after a description of Securitization, the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, Rating Agencies; (iii) all the Rating Agencies shall have confirmed in writing that such sale or transfer will not, in and of itself, result in a downgrade, withdrawal or qualification of the terms initial, or, if higher, then current ratings assigned in connection with any Securitization; (iv) immediately prior to such transfer or sale no Event of Default has occurred and is continuing; (v) if, following such sale or transfer, Guarantor shall no longer directly or indirectly control Borrower, one or more of the transferee's principals having an aggregate net worth and liquidity reasonably acceptable to Lender (a net worth and liquidity greater than that of Guarantor as of the date hereof shall be acceptable to Lender) shall execute in favor of Lender a Guaranty of Recourse Obligations and an Environmental Indemnity Agreement in form acceptable to Lender; and (vi) Borrower shall give or cause to be given written notice to Lender 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 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 (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 sale not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within later than thirty (30) days after prior thereto, which notice shall set forth the name of the Person to which the interest in Borrower is to be transferred or sold, identify the proposed transferee and set forth the date the transfer or sale is expected to be effective. Upon satisfaction of the foregoing conditions, Guarantor and Indemnitor shall be released from any liability under the Loan Documents following such sale or transfer of direct or indirect ownership interest in Borrower, provided that Borrower and Indemnitor shall be responsible for any remediation or loss, cost, damage or expense resulting from contamination of the Property with hazardous substances first introduced to the Property prior to the transfer. (e) Notwithstanding anything to the contrary contained in Section 5.2.13, a transfer or sale (but not a pledge, hypothecation, creation of a security interest in or other encumbrance) in one (1) or a series of transactions of not more than fifty percent (50%) of the equity interests in Borrower, directly or indirectly, that does not result in a change of control in Borrower, directly or indirectly, shall not require Lender's consent or Rating Agency confirmation. In connection with any such transfer or sale, Borrower shall give or cause to be given written request by Landlordnotice to Lender of the proposed transfer or sale not later than thirty (30) days prior thereto, which notice shall set forth the name of the Person to which the interest in Borrower is to be transferred or sold, identify the proposed transferee and set forth the date the transfer or sale is expected to be effective. (f) Borrower and Transferee shall pay to Lender in connection with any transfer or sale pursuant to Section 5.2.13(c) or 5.2.13

Transfers. Except as provided in Section 14.8 below, Tenant shall not, --------- without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconsent shall 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 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (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 's standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 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 in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a 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, 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 (and for the previous three [3] years) of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 such other information as Exhibit E. 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 default by Tenant under this LeaseSection 19.1.2 below. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by L▇▇▇▇▇▇▇, as Additional Rent hereunder, Tenant shall pay to Landlord (A) Eight Hundred Dollars ($800.00) for Landlord’s review and processing fees, and (B) any reasonable legal fees incurred by Landlord in connection with T▇▇▇▇▇’s proposed Transfer.

Transfers. Subject to the provisions of this Article 14, Tenant shall --------- not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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 Tenant, its Affiliates and its their 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”"). Any Transfer with respect to which Landlord's consent is required under this Article 14 and with respect to which such consent requirement is not exempted under this Article 14 is referred to herein as a "Consent Transfer." If Tenant desires Landlord’s 's consent to any Consent Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30a) days nor more in the case of a sublease of less than one hundred eighty 12,000 rentable square feet, ten (18010) business days, (b) in the case of a sublease of 12,000 square feet or more, fifteen (15) business days, and (c) in the case of an assignment of this Lease or any other Transfer, twenty (20) business 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the principal 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 then existing material, executed 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 (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 to the extent reasonably available, any other reasonable information reasonably and customarily required by landlords of Comparable Buildings in connection with the form attached hereto as Exhibit E. Any review of similar Transfers. Subject to the terms of this Article 14, any Consent 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 option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Consent Transfer, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, not mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, T▇▇▇▇▇’s interest hereunder. Furthermore, Tenant shall not, without the prior written consent of Landlord, assign or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder (whether by changes in the ownership or control of Tenant, or any direct or indirect owner of Tenant, whether at one time or at intervals, by sale or transfer of stock, partnership or beneficial interests, or 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, (iv) a list of Hazardous Materials (which list shall be certified by the proposed Transferee to be true and correct) that the proposed Transferee intends to use or store in the Premises, and the information described in Section 5.3.2.4 above related thereto, and (v) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit references, and personal references and history a description 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 an Event of Default by Tenant under this Lease; provided that if there is a Transfer, Landlord may collect rent from the Transferee without waiving the prohibition against Transfers, accepting the Transferee, or releasing Tenant from full performance under this Lease. The listing of any name other than that of Tenant, whether on the doors of the Premises or on the Building directory, or otherwise, shall not operate to vest in any such other person, firm or corporation any right or interest in this Lease or in the Premises or be deemed to effect or evidence any consent of Landlord, it being expressly understood that any such listing is a privilege extended by Landlord revocable at will by written notice to Tenant. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordL▇▇▇▇▇▇▇.

Transfers. Tenant shall notSubject to Clause 5.9 of the Deed of Agency, Trust and Coordination, any Lender (the “Transferor Bank”) may at any time cause:- (A) all (but not part only) of its rights, benefits and/or obligations under this Agreement and the other Security Documents to be transferred to any of its subsidiaries, affiliates or associates, which for the purpose of this Clause means subsidiaries, affiliates or associates of which the relevant Lender owns more than 50% of the issued shares, or to a federal reserve bank, central bank or other monetary or regulatory authority having jurisdiction over such Lender (a “Related Bank”) without the prior written consent of Landlordthe Borrower; or (B) part of its rights, benefits and/or obligations hereunder and the other Security Documents to be transferred to a Related Bank with the consent of the Borrower such consent not to be unreasonably withheld (except that such consent shall not be required where any such Lender has been required by any applicable law or regularity authority to cause such part transfer); or (C) subject to Clause 24.6 (Joint Arrangers’ right of first refusal), all or part of its rights, benefits and/or obligations hereunder and the other Security Documents to be transferred to any other bank or financial institution with the consent of the Borrower (such consent not to be unreasonably withheld it being agreed however that it shall not be unreasonable for the Borrower to withhold its consent to any proposed transfer by a Lender which is subject to Landlord’s reasonable review and consideration a Joint Arranger if, as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise a result of such 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 aggregate Commitments of the Premises or any part thereof by any persons other than Tenant and its employees and contractors Joint Arrangers would fall below thirty five point one per cent (all 35.1%) of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and aggregate Commitments of all the Lenders together) (any person to whom any Transfer is made or sought to be made is hereinafter sometimes such transferee being herein referred to as a “TransfereeTransferee Bank”)) by delivering to the Facility Agent a Transfer Certificate duly completed and duly executed by the Transferor Bank and the Transferee Bank. Any transfer by a Lender shall be offered and effected in compliance with all applicable laws and regulations. If Tenant desires Landlord’s the Borrower fails to respond to a written request for such consent within ten (10) Banking Days of such request being made, the Borrower shall be deemed to have given such consent. No such transfer is binding on, or effective in relation to, any of the parties hereto unless (a) it is effected or evidenced by a Transfer Certificate which complies with the provisions of this Clause 24.3 and is signed by or on behalf of the Transferor Bank, the Transferee Bank and the Facility Agent (on behalf of itself, the Borrower and the other Banks) and (b) simultaneously with its execution of the Transfer Certificate, the Transferee Bank executes and delivers an Accession Certificate conforming in all respects with the requirements of the Deed of Agency, Trust and Coordination. Upon signature of any such Transfer Certificate by the Facility Agent, which signature shall be effected as promptly as is practicable after such Transfer Certificate has been delivered to the Facility Agent, and subject to the terms of such Transfer Certificate, such Transfer Certificate shall have effect as set out below. The following further provisions shall have effect in relation to any Transfer, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include Certificate:- (i) the proposed effective date a Transfer Certificate may be in respect of a Lender’s rights in respect of all or part of its Commitment and shall be in respect of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date same proportion of delivery its Percentage and of the Transfer Notice, its Contribution; (ii) a description Transfer Certificate shall only be in respect of rights and obligations of the portion of Transferor Bank in its capacity as a Lender and shall not transfer its rights and obligations as an Agent or in any other capacity, as the Premises to case may be and such other rights and obligations may only be transferred (the “Subject Space”) which must be separately demisable if not the entirety in accordance with any applicable provisions of the Premises or the entirety of an existing separately demised suite, this Agreement; (iii) a Transfer Certificate shall take effect in accordance with English law as follows:- (a) to the extent specified in the Transfer Certificate, the Transferor Bank’s payment rights and all its other rights (other than those referred to in paragraph (B) above) under this Agreement are assigned to the Transferee Bank absolutely, free of any defects in the Transferor Bank’s title and of any rights or equities which the Borrower had against the Transferor Bank; (b) the Transferor Bank’s Commitment is discharged to the extent specified in the Transfer Certificate; (c) the Transferee Bank becomes a Lender with a Contribution, a Percentage and a Commitment of the terms amounts specified in the Transfer Certificate; (d) the Transferee Bank becomes bound by all the provisions of this Agreement and the other Security Documents which are applicable to the Lenders generally, including those about pro rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agents in accordance with the provisions of this Agreement and to the extent that the Transferee Bank becomes bound by those provisions, the Transferor Bank ceases to be bound by them; (e) an Advance or part of an Advance which the Transferee Bank makes after the Transfer Certificate comes into effect ranks in point of priority and security in the same way as it would have ranked had it been made by the Transferor Bank, assuming that any defects in the Transferor Bank’s title and any rights or equities of the proposed Transfer Borrower against the Transferor Bank had not existed; (f) the Transferee Bank becomes entitled to all the rights under this Agreement and the consideration thereforDeed of Agency, Trust and Coordination which are applicable to the Lenders generally, including calculation but not limited to those relating to the Majority Banks and those under Clauses 6.6 (Market disruption; non-availability), 7 (Illegality, Increased Costs and Force Majeure) and 14 (Fees), and to the extent that the Transferee Bank becomes entitled to such rights, the Transferor Bank ceases to be entitled to them; (g) the rights and equities of the “Transfer Premium”Borrower referred to above include, as that term is defined in Section 14.3 belowbut are not limited to, in connection with such Transfer, the name and address any right 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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee set off and any other information reasonably required by Landlord which will enable Landlord to determine kind of cross-claim; and (h) the financial responsibility, character, Borrower and reputation each of the proposed Transfereeother Banks hereby irrevocably authorise and instruct the Facility Agent to sign any such Transfer Certificate on its behalf and undertake not to withdraw, nature revoke or qualify such authority or instruction at any time. Promptly upon its signature of such Transferee’s business any Transfer Certificate, the Facility Agent shall notify the Borrower, the other Agents, the Transferor Bank 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 review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordTransferee Bank.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 such other information as Exhibit E. 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 default by Tenant under this Lease. Whether Each time Tenant requests Landlord’s consent to a proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord, as Additional Rent hereunder, Tenant shall pay to Landlord One Thousand Dollars ($1,000.00) 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. Notwithstanding anything to the contrary contained in this Section 14.1, so long as Tenant delivers to Landlord (a) at least fifteen (15) business days prior written notice of its intention to assign or sublease the Premises to any Related Entity, which notice shall set forth the name of the Related Entity, (b) in the case of an assignment or sublease to a Related Entity, a copy of the proposed agreement pursuant to which such assignment or sublease shall be effectuated, and (c) such other information concerning the Related Entity as Landlord may reasonably require, including without limitation, information regarding any change in the proposed use of any portion of the Premises and any financial information with respect to such Related Entity, and so long as (1) any change in the proposed use of the subject portion of the Premises is in conformance with the uses permitted to be made under this Lease and do not involve the use or storage of any Hazardous Materials (other than nominal amounts of ordinary household cleaners, office supplies and janitorial supplies which are not regulated by any environmental laws), and (2) at the time of the proposed assignment or sublease, the net profits and financial condition of the Related Entity is substantially the same as Tenant as of the date of this Lease (as reasonably determined by Landlord), then Tenant may, without the necessity for Landlord’s prior consent and without triggering Landlord’s recapture right set forth in Section 14.4 below, assign this Lease or sublease any portion of the Premises (A) to any Related Entity, or (B) in connection with any merger, consolidation or sale of substantially all of the assets of Tenant (each such transfer shall be referred to herein as a “Permitted Transfer”). For purposes of this Section 14.1, the term “Related Entity” shall mean any entity controlled by, under control with, or in control of Tenant and such entity shall have at least substantially the same net worth as Tenant. The term “control” as used in the immediately preceding sentence shall mean having direct ownership of fifty percent (50%) or more of the ownership interests of an entity and having the ability to direct the management and policies of such entity. In the event of a Permitted Transfer, the assignee or sublessee pursuant to such Permitted Transfer shall be referred to herein as a “Permitted Transferee”. Any Permitted Transfer shall in no way relieve Tenant of any liability Tenant may have under this Lease and such assignee or sublessee shall be jointly and severally liable with Tenant hereunder. Notwithstanding the foregoing, in the event Tenant desires to sublease that portion of the Premises containing approximately 10,000 square feet of space and commonly known as Suite 250 (the “Initial Sublease Space”), as more particularly shown on Exhibit A attached hereto, any such sublease shall be subject to all of the terms, covenants and conditions of this Article 14; provided, however, with respect to a sublease during the first twenty-four (24) months of the Term of any portion of the Initial Sublease Space only, (w) Landlord shall not have the rights set forth in Section i 4.4 below, (x) Tenant shall not be required to pay Landlord for any internal review or processing ‘fees, but Tenant shall remained obligated to reimburse Landlord for reasonable legal fees incurred in connection therewith, (y) Landlord shall not be permitted to consider a sublessee’s financial worth or stability as set forth in Section 14.2.5 below and (z) Tenant shall not be required to provide Landlord with additional information pursuant to Section 14.1(v) above. From and after the twenty-fourth (24th) month of the Term, notwithstanding the provisions of Section 14.2.5 below, in evaluating the financial worth and stability of a sublessee of the Initial Sublease Space, Landlord shall evaluate such financial strength based upon such sublessee’s ability to perform its obligations under its sublease for the Initial Sublease Space.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesMiramar, 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 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 in this Lease 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 Miramar's consent to any Transfer, Tenant shall notify Landlord Miramar in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (3045) 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the material terms of the proposed Transfer and the consideration therefor, therefor (including calculation of the “"Transfer Premium”", as that term is defined in Section to 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 (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 Miramar 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 such other Information as Exhibit E. Miramar may reasonably require. Any Transfer made without Miramar's prior Initial Here: Tenant: -------------- 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 review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.: ------------

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (except as otherwise provided in Section 14.8, below), which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconsent shall not be unreasonably withheld, assign, sublease, 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 ▇▇ ▇▇▇ ▇▇▇▇▇▇ STAR WAY(Single-Tenant Lease Form)[Rovi Corporation] 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”"), and any such Transferee approved by Landlord shall be referred to as an "Approved Transferee". If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (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 's standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 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 in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.

Transfers. Tenant Lessee shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesLessor, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, hereunder or 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 Lessee and its employees employees, agents and contractors licensees (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 LandlordLessee shall be required to obtain Lessor’s consent to any Transfer, Tenant Lessee shall notify Landlord Lessor in writing, which Notice notice (the “Transfer Notice”) shall include 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) days after the date of delivery of the Transfer Notice, ; (iib) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, ); (iiii) all of the terms of the proposed Transfer and the consideration therefortherefore, including a calculation of the “Transfer Premium”, ,” as that term is defined in Section 14.3 Article 13.4 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 assignment or subletting 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, (ivc) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 Lessor, which will enable Landlord Lessor 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 such other information as Exhibit E. Lessor may reasonably require. Any Transfer made without LandlordLessor’s prior written consent or not in compliance with this Article 13 shall, at LandlordLessor’s option, be null, void and of no effect, and shall, at LandlordLessor’s option, constitute a Default default by Tenant Lessee under this Lease. Whether or not Landlord consents to any proposed TransferLessee shall, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordLessor, reimburse Lessor for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Lessor in connection with its review of a proposed Transfer up to a maximum of $5,000.

Transfers. (a) If the Tenant intends to effect a Transfer, in whole or in part, the Tenant shall not, without provide the Landlord with prior written consent notice of Landlordits intention to effect a Transfer, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 written notice shall set out the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use name of the Premises or any part thereof by any persons other than Tenant proposed Transferee and its employees principals 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 accompanied by: (i) such information regarding the proposed effective date of Transferee as the Transfer, which shall Landlord may reasonably require in order to determine whether or 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (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 consent to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or information concerning the agreements incidental or related to such Transferprincipals of the Transferee, 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 a detailed breakdown of the proposed Transferee (Transferee’s, and its principals’ prior business experience, complete credit, financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of information regarding the proposed Transferee and its principals and an original copy of all documents and agreements relating to the proposed Transfer; and (ii) the Landlord’s then current non-refundable administrative fee for considering the Tenant’s request for consent (currently being $1,000.00, plus HST). Such fee excludes any other information reasonably legal fees and disbursements which the Landlord may incur in connection with a request for its consent, which shall also be payable by the Tenant. The Landlord is not required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation consider any request for its consent until such time as it has received all of the proposed Transfereepreceding information and monies. The Landlord will, nature of within 30 days after having received such Transferee’s business written notice and proposed use ail such necessary information and monies, notify the Tenant in writing either that: (iii) it consents (subject to the Tenant complying with all of the Subject Spaceprovisions of this section 13.3 on its part to be complied with) or does not consent to the Transfer; or (iv) it elects to cancel this Lease in preference to giving its consent. If the proposed Transfer relates to only a part of the Premises, 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 shallright to cancel this Lease will relate only to such part and, in such event, the Tenant will, at Landlord’s optionits sole cost and expense, arrange for the partitioning of the Premises so as to separate the part being proposed to be nulltransferred from the remainder of the Premises, void and subject to the provisions 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 review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlordsection 9.

Transfers. Except as otherwise specifically provided or permitted in this Article 14, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconsent 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 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the material 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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 (provided that Landlord must request such additional information within five (5) business days following the date Tenant delivers the Transfer Notice to Landlord), and (v) upon Landlord's request, an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. E (modified as appropriate to make the statements therein true and correct). 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 default by Tenant under this Lease after notice and expiration of the cure period set forth in Section 19.1.4 of this Lease, below. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, reasonable attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon Landlord, not to exceed Three Thousand Five Hundred Dollars ($3,500.00) in the earlier to occur aggregate for a Transfer in the ordinary course of Landlord’s consentbusiness, or 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, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconsent 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 consent to any Transfer, Tenant shall notify Landlord in writing, which Notice 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 such other information as Exhibit E. 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 default by Tenant under this Lease. Whether Each time Tenant requests Landlord’s consent to a proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord, as Additional Rent hereunder, Tenant shall pay to Landlord Seven Hundred Fifty Dollars ($750.00) for Landlord’s review and processing fees, and, in addition, Tenant shall reimburse Landlord for any reasonable out-of-pocket legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.

Transfers. Tenant (i) No Note Holder may sell, assign, transfer, or grant participations in any of the Notes to any Permitted Transferee except as permitted under this Section 9.1B and subject to compliance with the transfer procedures set forth in Section 9.1C below; provided, however, no sale, assignment, transfer or grant of participation in the Notes shall notbe permitted unless: (a) the Note Holders have given their prior written consent to such sale, assignment, transfer or grant (and any purported sale, assignment, transfer or grant without such consent shall be void and of no effect); (b) the subsequent purchaser, assignee, transferee or participant is a person who qualifies as an “accredited investor” as that term is defined under SEC Rule 501 of Regulation D under the Securities Act and the transaction complies with applicable state securities Laws; and (c) the subsequent purchaser, assignee, transferee or participant has provided to the Issuer representations and warranties in the form of Section 9.22M. (ii) The Issuer hereby acknowledges and agrees that any sale, assignment, transfer or grant of the Notes will give rise to a direct obligation of the Issuer to the transferee, assignee or purchaser. Except with the prior written consent of Landlordthe Note Holders, which is subject no Note Holder (other than the Note Purchaser) shall have a right to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval consent or vote on any matters hereunder other than with respect to: (a) the extension of any date of any payment of principal or interest in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit respect of 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 Note; (b) the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use reduction of the Premises or amount of any part thereof by such payment of principal; (c) a decrease in the rate of interest on any persons Note (as specified in the Note) other than Tenant and any imposition of a default rate of interest; (d) the termination of any Transaction Document except in accordance with its employees and contractors terms; or (e) release of all or substantially 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 Collateral securing the Notes other than 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) all of accordance with the terms of the proposed Transfer and Transaction Documents; provided, however, that the consideration therefor, restrictions set forth in this Section 9.1B(ii) shall not apply in respect of such waiver or amendment required by any applicable Law or request of any governmental authority (including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transferany actual or proposed reorganization, restructuring, bankruptcy, insolvency, or other similar event affecting the Issuer or any other party to the Security Agreements. (iii) Each Note Holder that sells a participation shall (i) acting solely for this purpose as a non-fiduciary agent of the Issuer, maintain a register on which it enters the name and address of each participant and 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, (iv) current financial statements of the proposed Transferee principal amounts (and financial statements for such Transfereestated interest) of each participant’s prior two interest in the Notes (2) fiscal years) and any proposed guarantor 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“Participant Register”), and (vii) an executed estoppel certificate obtain from Tenant each Participant the documentation prescribed by Section 3.6E as if such participant were a Note Holder; provided that no Note Holder shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any loans) to any Person except to the extent that such disclosure is necessary to establish that such loan is in registered form under Treasury Regulation Section 5f.103-1(c). The entries in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, Participant Register shall be null, void and of no effectconclusive absent manifest error, and shallsuch Note Holder shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, at Landlord’s optionthe Transaction Document Parties agree that each participant shall be entitled to the benefits of Section 3.6 (subject to the requirements and limitations therein, constitute including the requirements under Section 3.6E (it being understood that the documentation required under Section 3.6E shall be delivered to the participating Note Holder)) to the same extent as if it were a Default Note Holder and had acquired its interest by Tenant assignment; provided that such participant shall not be entitled to receive any greater payment under this Lease. Whether or not Landlord consents Section 3.6 with respect to any proposed Transferparticipation than its participating Note Holder would have been entitled to receive, Tenant shall pay Landlord’s review and processing fees except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon participant acquired the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlordapplicable participation.

Transfers. If Tenant is a corporation, the transfer (by one or more transfers) of a majority of the stock of Tenant shall notbe deemed a voluntary assignment of this Lease; provided, however, the provisions of this Article 15 shall not apply to the transfer of shares of stock of Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Section 15.9 the term "transfers" shall be deemed to include the issuance of new stock which results in a majority of the stock of Tenant being held by a person or entity which does not hold a majority of the stock of Tenant on the date hereof. The provisions of Section 15.1 shall not apply to transactions with, and Tenant may, without Landlord's consent, assign its interest in this Lease to, a corporation or other business entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant's assets are transferred so long as (i) such transfer was made for a legitimate independent business purpose and not for the principal purpose of transferring this Lease, (ii) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the net worth of the original Tenant on the date of this Lease, and (iii) proof satisfactory to Landlord of such net worth is delivered to Landlord at least 10 days prior written to the effective date of any such transaction. Tenant may also, upon prior notice to but without the consent of Landlord, permit any corporation or other business entity which controls, is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumbercontrolled by, or permit is under common control with the Tenant or controlled by Takihyo, Inc., Tomio Taki and/or Frank Mori (a "Related Corporation") to sublet al▇ ▇▇ ▇▇▇▇ of the P▇▇▇▇▇▇▇ ▇▇r any lien Permitted Use. Such sublease shall not be deemed to attach to, vest in any such Related Corporation any right or otherwise transfer, interest in 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 nor shall it relieve, release, impair or discharge any part thereofof Tenant's obligations hereunder. For the purposes hereof, or enter into any license or concession agreements or otherwise permit the occupancy or use "control" shall be deemed to mean ownership of the Premises or any part thereof by any persons other not less than Tenant and its employees and contractors (50 percent of all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made voting stock of such corporation 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 50 percent of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) all of the terms of the proposed Transfer legal and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined equitable interest 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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 entity if 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 is not a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlordcorporation.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer Transfer, and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 11.3 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 (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 and which is in Tenant’s or the proposed Transferee’s possession and to which Tenant is entitled (provided, however, Landlord shall be entitled to request and to receive, reasonably adequate financial statements or other financial reports evidencing the financial standing and credit of the proposed Transferee), 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 such other information as Landlord may reasonably require and which is in Tenant’s or the proposed Transferee’s possession and to which Tenant in the form attached hereto as Exhibit E. is entitled. Any Transfer made without Landlord’s prior written consent consent, where required, 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 review all reasonable costs and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) expenses reasonably incurred by Landlord upon the earlier to occur of in connection therewith, including without limitation, any reasonable legal fees incurred by Landlord’s consent, or within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (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 TransferTransfer (including, without limitation, any executed sublease or assignment agreement, as the case may be), 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) if Tenant proposes to assign the Lease other than to a Permitted Transferee Assignee, current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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, thereof and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Notwithstanding the foregoing, in the event that (A) stock in the entity which constitutes the proposed Transferee (as opposed to an entity that "controls" or is otherwise an "affiliate" of the proposed Transferee, as those terms are defined in Section 14.7 of this Lease) is publicly traded on a national stock exchange, and (B) the proposed Transferee has its own, separate and distinct 10K and 10Q filing requirements (as opposed joint or cumulative filings with an entity that controls the proposed Transferee or with entities which are otherwise affiliates of the proposed Transferee) and such entity’s financial information is readily available in the public domain, then Tenant's obligation to provide Landlord with a copies of financial statement pursuant to clause (iv) of the preceding sentence shall be deemed satisfied. 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 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 in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon the earlier Landlord, not to occur of Landlord’s consentexceed $3,500.00 for a particular Transfer, or within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without (i) Without the prior written consent of LandlordLender, which is subject Borrower shall not, and shall not permit to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesoccur, assignany (y) Transfer (directly or indirectly, mortgagevoluntarily or involuntarily, 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, sublet and whether or not for consideration or of record) of the Premises or Property, any part thereof, or enter into any license legal or concession agreements or otherwise permit the occupancy or use of the Premises beneficial interest therein, or any part thereof by direct or indirect Equity Interest in any persons other than Tenant and its employees and contractors Restricted Party, or (all z) effectuate change of Control of a Restricted Party. Notwithstanding 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”provisions of this Section 5.1.1(d). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writingthe following Transfers (collectively, which Notice (the “Transfer NoticePermitted Transfers”) shall include be permitted without Lender’s consent (i) subject to the proposed effective date satisfaction of the Transfer, applicable terms and conditions set forth below): (A) Permitted Encumbrances; (B) Transfers of worn out or obsolete Personal Property that are promptly replaced with property of equivalent value and functionality if reasonably necessary or 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (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 no longer necessary in connection with the documentation operation of any Property; (C) the Master Lease and any other Leases that have been approved by Lender (or that do not require Lender’s approval) in accordance with the this Agreement; (D) the pledge of any direct or indirect Equity Interest in Borrower by Mezzanine Borrower in connection with the Mezzanine Loan and, Transfer of the direct Equity Interests in Borrower to Mezzanine Lender (and any change of Control in Borrower or Mezzanine Borrower), in each case, pursuant to a foreclosure or voluntary transfer in lieu thereof to the Mezzanine Lender or other exercise of remedies by Mezzanine Lender under the Mezzanine Loan Documents; (E) the Transfer of publicly traded shares on a nationally or internationally recognized stock exchange in any direct or indirect equity owner of Mezzanine Borrower; and (F) Transfer of the Property pursuant to a foreclosure or voluntary transfer in lieu thereof to Lender or other exercise of remedies by Lender; provided, however, in each case with respect to any such Transfer described in clause (E) above, the following conditions are satisfied: 1. to the extent Borrower has knowledge of any Transfer that would cause the transferee to increase its direct or indirect interest in Borrower to an amount which equals or exceeds 10% of the direct or indirect Equity Interests in Borrower (and such transferee did not hold at least a 10% interest prior to such Transfer), Borrower shall give Lender written notice of such Transfer, (iv) current financial statements and an Officer’s Certificate certifying that the requirements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.Section 5.1.1

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilitycorrect, character, and reputation of that the proposed Transferee, nature of such Transferee’s business and proposed Transferee intends to use of or store in the Subject SpacePremises, and (vvi) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. 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 default by Tenant under this Lease. Landlord shall respond to a Transfer Notice within thirty (30) days of its receipt of such Transfer Notice. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord One Thousand Dollars ($1,000.00) 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, not to exceed Two Thousand Five Hundred Dollars ($2,500.00) per Transfer request.

Transfers. Except as otherwise provided in Section 9.07 below, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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” 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 TransferTransfer requiring such consent under the provisions of this Article Nine, Tenant shall notify Landlord in writing, which Notice 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 Property to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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 9.03 below, in Industrial Lease—Las Vegas, Nevada ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Las Vegas, Nevada Switch, Ltd. 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 (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 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 such other information as Exhibit E. Landlord may reasonably require. Any Transfer requiring but 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 material default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consentin connection with such review, or within thirty (30) days after written request by Landlord, subject to Section 12.02 below.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration consent shall not be unreasonably withheld (as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 Person 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (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, 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 (ivd) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 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 (v) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. 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 's option, be null, void and of no effect, and shall, at Landlord’s option, or shall constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s One Thousand Five Hundred Dollars ($1,500.00) as an administrative fee to compensate Landlord for its review and processing expenses plus Tenant shall reimburse Landlord for reasonable out of pocket attorneys’ fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlordin connection with such request.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease the Lease, as amended hereby, or any interest hereunder, permit any assignment, or other transfer of this Lease the Lease, as amended hereby, 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 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (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 's standard Transfer documents consent document in connection with the documentation of such TransferTransfer (provided that such standard consent document shall be in a commercially reasonable form), (iv) current financial statements of the any proposed Transferee to whom Tenant intends to assign Tenant's interest under the Lease or to whom Tenant intends to sublet more than one (and 1) full floor of the Premises or more than 40,015 rentable square feet of the Premises (in any such instance, such Transferee to be hereinafter sometimes referred to as an "Assignee"), which current financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor shall be certified by an officer, partner or owner thereof, thereof and business credit references of any proposed Assignee (it being understood that Tenant shall not be required to provide financial information of any proposed Transferee to whom Tenant intends to sublet not more than one (1) full floor of the Premises and not more than 40,015 rentable square feet of the Premises), (v) personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilityresponsibility of the proposed Transferee (in the case of a proposed Assignee), character, and reputation nature of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, Space and (vvi) an executed estoppel certificate from Tenant in the form attached hereto to the Office Lease as Exhibit E. "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 default by Tenant under this the Lease, as amended hereby. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, which fees shall not exceed One Thousand Five Hundred and No/100 Dollars ($1,500.00) for a Transfer in the ordinary course of business.

Transfers. Tenant Other than as contemplated by the Transaction Term Sheet and the Implementation Steps Memo (or such other transaction structure or means of implementation as directed by the Requisite Consenting Holders in their sole discretion), each Consenting Holder agrees that during the Support Period, it shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesnot sell, assign, mortgage, pledge, hypothecatetransfer, encumber, or permit otherwise dispose of (“Transfer”), directly or indirectly, any lien to attach toof the Senior Secured Notes, Convertible Notes, or otherwise transferany right or interest therein (collectively, this Lease or the “Claims and Interests”) (including grant any interest hereunderproxies, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereofdeposit into a voting trust, or enter into a voting agreement with respect to such Claims and Interests), and any license purported Transfer shall be void and without effect unless the transferee thereof (a) is an Initial Consenting Holder, (b) is a Related Fund of an Initial Consenting Holder, or concession agreements (c) any other Person consented to by the Issuer (such consent not to be unreasonably conditioned, withheld, or otherwise permit delayed), provided that, before such Transfer, such transferee shall agree in writing for the occupancy or use benefit of the Premises or any part thereof by any persons other than Tenant Parties to become a Consenting Holder 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) bound by all of the terms of this Agreement applicable to Consenting Holders (including with respect to any and all Claims and Interests it already may hold against or in 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 Issuer before such Transfer, the name and address of the proposed Transferee, and ) by executing 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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 joinder agreement in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall1 (a “Joinder Agreement”) and delivering an executed copy of the same within two Business Days following such execution, at Landlord’s optionto Ropes, be null, void and of no effect▇▇▇▇▇▇▇▇▇, and shall▇▇▇▇ ▇▇▇▇▇▇▇▇, at Landlord’s optionin which event, constitute the transferee shall be deemed to be a Default by Tenant Subsequent Consenting Holder hereunder to the extent of such transferred rights and obligations and the transferor shall be deemed to relinquish certain of its rights (and be released from certain of its obligations) under this LeaseAgreement to the extent of such transferred rights and obligations. Whether or Each Consenting Holder agrees that any Transfer of any Claim and Interest that does not Landlord consents comply with the terms and procedures set forth herein shall be deemed void ab initio, and each other Party shall have the right to any proposed enforce the voiding of such Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not12.1 Geocom may at any time either during the Option Period or thereafter, without sell, transfer or otherwise dispose of all or any portion of its interest in and to the prior written consent Property and this Agreement provided that any purchaser, grantee or transferee of Landlordany such interest will have first delivered to TNR its agreement related to this Agreement and to the Property, containing: (a) a covenant by such transferee to perform all the obligations of Geocom to be performed under this Agreement in respect of the interest to be acquired by it from Geocom to the same extent as if this Agreement had been originally executed by Geocom and such transferee as joint and several obligors making joint and several covenants; and (b) a provision subjecting any further sale, transfer or other disposition of such interest in the Property and this Agreement or any portion thereof to the restrictions contained in this Section 12.1. 12.2 No assignment by Geocom of any interest less than its entire interest in this Agreement and in the Property will, as between Geocom and TNR, discharge it from any of its obligations hereunder, but upon the transfer by Geocom of the entire interest at the time held by it in this Agreement (whether to one or more transferees and whether in one or in a number of successive transfers), Geocom will be deemed to be discharged from all obligations hereunder save and except for the payment of the Royalty or other fulfillment of contractual commitments accrued due before the date on which Geocom will have no further interest in this Agreement. 12.3 If TNR during the term of this Agreement: (a) receives a bona fide offer from an independent third party (in this Section only a "Proposed Purchaser") dealing at arm's length with TNR to purchase all or substantially all of its interest in the Property, which is offer TNR desires to accept; or (b) TNR intends to sell all or substantially all of its interest in the Property, TNR will first offer (the "Offer") such interest in writing to Geocom upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by TNR, as the case may be. 12.4 The Offer will specify the price and terms and conditions of such sale, the name of the Proposed Purchaser (which term will, in the case of an intended offer by TNR, mean the person or persons to whom TNR intends to offer its interest) and, if the offer received by TNR from the Proposed Purchaser provides for any consideration payable to TNR otherwise than in cash, the Offer will include TNR's good faith estimate of the cash equivalent of the non-cash consideration. 12.5 If within a period of 14 days of the receipt of the Offer Geocom notifies TNR in writing that it will accept the same, TNR will be bound to sell such interest to Geocom (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. 12.6 If the Offer so accepted by Geocom contains TNR's good faith estimate of the cash equivalent consideration as aforesaid, and if Geocom disagrees with TNR's best estimate, Geocom will so notify TNR at the time of acceptance and Geocom will, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. 12.7 If Geocom so notifies TNR, the acceptance by Geocom will be effective and binding upon TNR and Geocom and the cash equivalent of any such non-cash consideration will be determined by binding arbitration under the Commercial Arbitration Act (British Columbia) and will be payable by Geocom, subject to Landlord’s reasonable review and consideration prepayment as hereinafter provided, within 30 days following its determination by arbitration. 12.8 Geocom will in such case pay to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and TNR, against receipt of an absolute discretion in all other cases, 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 clear and unencumbered title to the interest hereunder by operation of lawTNR being sold, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit total purchase price which is specified in its notice to TNR and such amount will be credited to the occupancy or use amount determined following arbitration of the Premises or cash equivalent of any part thereof non-cash consideration. 12.9 If Geocom fails to notify TNR before the expiration of the time limited therefor that it will purchase the interest offered, TNR may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of 30 days, provided that the terms of this Section 12.3 will again apply to such interest if the sale to the Proposed Purchaser is not completed within the said 30 days. 12.10 Any sale hereunder will be conditional upon the delivery by any persons other the Proposed Purchaser to Geocom of a written undertaking, in form and substance satisfactory to counsel for Geocom, to be bound by the terms and conditions of this Agreement. 12.11 Nothing herein shall prevent a party to this Agreement from transferring all but not less than Tenant and its employees and contractors (all of its interest to a wholly-owned subsidiary of such party provided that such subsidiary remains a subsidiary of such party for not less than three years from 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlordtransfer.

Transfers. Except as provided below, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilitycorrect, character, and reputation of that the proposed Transferee, nature of such Transferee’s business and proposed Transferee intends to use of or store in the Subject SpacePremises, and (vvi) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or 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 reasonable legal fees incurred by Landlord in connection with Tenant's proposed Transfer. 843078.08/SD374622-00033/8-4-16/MLT/dek -29- GENESIS SSF - ONE TOWER PLACE[Achaogen, Inc.]

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the material terms of the proposed Transfer and the consideration therefor, therefor (including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below14.3, 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 (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 such other information as Landlord may reasonably require. Other than a Permitted Transfer (vas defined in Section 14.7 below) an executed estoppel certificate from Tenant in that satisfies the form attached hereto as Exhibit E. Any requirements of Section 14.7, 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 review and processing fees in the amount of $1,500.00pay, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, Landlord’s review and processing fees, as well as any reasonable legal fees incurred by Landlord, not to exceed (a) $4,000 per proposed Transfer requiring Landlord’s prior written consent, and (b) $1,000 per Permitted Transfer.

Transfers. Tenant shall not13.1 Globetech may at any time either during the Option Period or thereafter, without sell, transfer or otherwise dispose of all or any portion of its interest in and to the prior written Property and this Agreement provided that any purchaser, grantee or transferee of any such interest will have first delivered to Option Giver its agreement related to this Agreement and to the Property, containing: (a) a covenant by such transferee to perform all the obligations of Globetech to be performed under this Agreement in respect of the interest to be acquired by it from Globetech to the same extent as if this Agreement had been originally executed by Globetech and such transferee as joint and several obligors making joint and several covenants; and (b) a provision subjecting any further sale, transfer or other disposition of such interest in the Property and this Agreement or any portion thereof to the restrictions contained in this Section 13.1; and the consent of LandlordOption Giver in writing has been obtained, such consent not to be unreasonably withheld. 13.2 No assignment by Globetech of any interest less than its entire interest in this Agreement and in the Property will, as between Globetech and Option Giver, discharge it from any of its obligations hereunder, but upon the transfer by Globetech of the entire interest at the time held by it in this Agreement (whether to one or more transferees and whether in one or in a number of successive transfers), Globetech will be deemed to be discharged from all obligations hereunder save and except for the payment of the Royalty or other fulfillment of contractual commitments accrued due before the date on which Globetech will have no further interest in this Agreement. 13.3 If Option Giver: (a) receives a bona fide offer from an independent third party (in this Section only a “Proposed Purchaser”) dealing at arm’s length with Option Giver to purchase all or substantially all of his interest in the Property, which is subject offer Option Giver desires to Landlord’s reasonable review and consideration as accept; or (b) Option Giver intends to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in sell all other cases, 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 (substantially all of his interest in 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 TransferProperty, Tenant shall notify Landlord in writing, which Notice Option Giver will first offer (the “Transfer NoticeOffer”) such interest in writing to Globetech upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by Option Giver, as the case may be. 13.4 The Offer will specify the price and terms and conditions of such sale, the name of the Proposed Purchaser (which term will, in the case of an intended offer by Option Giver, mean the person or persons to whom Option Giver intends to offer his interest) and, if the offer received by Option Giver from the Proposed Purchaser provides for any consideration payable to Option Giver otherwise than in cash, the Offer will include Option Giver’s good faith estimate of the cash equivalent of the non-cash consideration. 13.5 If within a period of 60 days of the receipt of the Offer Globetech notifies Option Giver in writing that it will accept the same, Option Giver will be bound to sell such interest to Globetech (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. 13.6 If the Offer so accepted by Globetech contains Option Giver’s good faith estimate of the cash equivalent consideration as aforesaid, and if Globetech disagrees with Option Giver’s best estimate, Globetech will so notify Option Giver at the time of acceptance and Globetech will, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. 13.7 If Globetech so notifies Option Giver, the acceptance by Globetech will be effective and binding upon Option Giver and Globetech and the cash equivalent of any such non-cash consideration will be determined by binding arbitration under the Commercial Arbitration Act (British Columbia) and will be payable by Globetech, subject to prepayment as hereinafter provided, within 60 days following its determination by arbitration. 13.8 Globetech will in such case pay to Option Giver, against receipt of an absolute transfer of clear and unencumbered title to the interest of Option Giver being sold, the total purchase price which is specified in its notice to Option Giver and such amount will be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. 13.9 If Globetech fails to notify Option Giver before the expiration of the time limited therefor that it will purchase the interest offered, Option Giver may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of 60 days, provided that the terms of Section 13.3 will again apply to such interest if the sale to the Proposed Purchaser is not completed within the said 60 days. 13.10 Any sale hereunder will be conditional upon the delivery by the Proposed Purchaser to Globetech of a written undertaking, in form and substance satisfactory to counsel for Globetech, to be bound by the terms and conditions of this Agreement. 13.11 Nothing herein shall include (i) prevent a party to this Agreement from transferring all but not less than all of its interest to a wholly-owned subsidiary of such party provided that such subsidiary remains a subsidiary of such party for not less than three years from 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlordtransfer.

Transfers. Tenant Sublessee shall not, without the prior written consent of Sublessor and Prime Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, : (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, encumber or otherwise transfer, this Lease or any interest hereunder, of Sublessee in this Sublease; (ii) permit any assignment, or other transfer of this Lease or any interest hereunder matter described in item (i) by operation of law, Law or otherwise; or (iii) sublet the Sublease Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Sublease Premises or any part thereof by any persons person other than Tenant and its employees and contractors Sublessee, or (iv) dissolve (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 Sublessee shall desire to any make a Transfer, Tenant Sublessee shall notify Landlord in writing, which Notice deliver notice (the “Transfer Notice”) to Sublessor and Prime Landlord which shall include 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) days after the date of delivery of the Transfer Notice, ; (iib) a description of the portion of the Sublease Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, ); (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, ; (d) the name and address of the proposed Transferee, and ; (e) 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, ; (ivf) current financial statements of the proposed Transferee Transferee; (and financial statements for such Transferee’s prior two (2g) fiscal years) and any proposed guarantor 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 Sublessor, which will enable Landlord Sublessor to determine the financial responsibility, character, character and reputation of the proposed Transferee, the nature of such Transferee’s business and the proposed use of the Subject Space, ; and (vh) an executed estoppel certificate from Tenant in such other information as Sublessor may reasonably require. Sublessor’s right to approve a Transfer shall include the form attached hereto as Exhibit E. right to approve, which approval shall not be unreasonably withheld, conditioned or delayed, all documents (including, but not limited to, the sublease or assignment instrument) and other information required to be delivered to Sublessor with respect to the same. Any Transfer made without Sublessor’s or Prime Landlord’s prior written consent shall, at LandlordSublessor’s option, be null, void and of no effect, and shallshall constitute an Event of Default. Each sublease, license or other agreement for use or occupancy of all or any portion of the Sublease Premises shall expressly provide, and Sublessor and Sublessee agree, that: (i) the same shall not be valid, and the Transferee shall not take possession of the Subject Space until, the same and all other documents relating to the same are in form reasonably satisfactory to Sublessor and fully executed copies of all such documents have been delivered to Sublessor; (ii) the Transferee shall agree to perform and observe the terms of this Sublease on Sublessee’s part to be performed and observed relative to the Subject Space from and after the effective date of the subject Transfer; (iii) except with respect to an assignment of Sublessee’s interest in this Sublease, the term of the same (including all options to extend the same) shall expire no later than one (1) day prior to the last day of the Sublease Term; (iv) the same and all rights of the Transferee under the same are and shall be subject and subordinate to this Sublease and to all matters to which this Sublease is or shall be subject and subordinate; and (v) in the event this Sublease is terminated by reason of an Event of Default or any other reason or in the event Sublessor re-enters the Sublease Premises pursuant to the terms of this Sublease in connection with an Event of Default, then, at LandlordSublessor’s optionelection, constitute a Default by Tenant under this Lease. Whether the Transferee shall (A) attorn to Sublessor, except that Sublessor shall not be (1) liable for any previous act or not Landlord consents omission of Sublessee, (2) subject to any proposed defense, offset or deduction previously accrued in favor of the Transferee against Sublessee, (3) bound by any prior amendment or modification of such sublease, license or other agreement made without Sublessor’s prior consent, (4) obligated to recognize any payment made by the Transferee more than one (1) month in advance, or (5) liable for any security deposit or other deposit delivered by the Transferee in connection with the transfer unless the same was delivered to Sublessor, or (B) enter into a direct lease with Sublessor on the same terms contained in the subject sublease, license or other agreement. With respect to each Transfer, Tenant Sublessee shall pay Landlord’s review deliver to Sublessor, promptly after execution and processing fees prior to the date the same shall become effective, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Sublessor. All terms of this Sublease to be observed or performed by Sublessee relative to the amount of $1,500.00Subject Space shall be deemed to extend to each Transferee, as well as and Sublessee shall cause each Transferee to comply with the same. Notwithstanding any reasonable professional fees (including property manager’sTransfer, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlordwhether with or without Sublessor’s consent, Sublessee shall remain fully liable for the performance and observance of all terms of this Sublease to be observed or within thirty (30) days after written request performed by LandlordSublessee and for all acts and omissions of any Transferee or anyone claiming under or through any Transferee. Any violation of a term of this Sublease by any Transferee shall be deemed a violation of such term by Sublessee, it being the intention of the parties that Sublessee shall be liable to Sublessor for any and all acts and omissions of all Transferees. Sublessor’s acceptance or collection of rent from any Transferee shall not be construed as Sublessor’s consent to or acceptance of the subject Transferee or Transfer. Sublessor’s consent to any Transfer shall not be construed as relieving Sublessee or any Transferee from the obligation of obtaining Sublessor’s prior consent to any subsequent Transfer. In the event Sublessee is in default under this Sublease beyond the expiration of any applicable cure period set forth herein, Sublessee authorizes each Transferee to pay such rent directly to Sublessor if it receives notice from Sublessor specifying that such rent shall be paid directly to Sublessor.

Transfers. Except as provided in Section 14.7 below, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 such other information as Exhibit E. 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or 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 notThe Lessee recognizes that the operational experience of the Lessee as set forth in the proposal was given special consideration by the Lessor in the public selection process undertaken by the Lessor for the award of this Lease. Therefore, Lessee agrees that except as permitted pursuant to subparagraphs (a), (b) and (c) below, or as specifically approved pursuant Section 10.14 below, no Transfer may be made, suffered or created by the Lessee, or any Owner without the prior written consent of Landlordthe City Manager which consent shall not be unreasonably withheld or delayed. The City Manager, in his sole discretion, may, but shall not be obligated to, present any request for Transfer to the City Commission for its final approval. The following Transfers shall be permitted hereunder: (a) Any Transfer directly resulting from the foreclosure of Lessee‟s Leasehold Estate, provided that such purchaser or grantee is an institutional investor or an agent, designee or nominee of an institutional investor which is subject to Landlord’s reasonable review wholly owned or controlled by an institutional investor, and consideration as to assignments that such purchaser or grantee within six (6) months after taking possession of the Premises, shall have entered into an agreement for the management and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 with an Acceptable Operator or is itself an Acceptable Operator; (b) any part thereof Transfer to an Acceptable Operator consented to by any persons other the City Manager; (c) the issuance of stock or stock options to Lessee‟s directors, officers, or employees, provided the stock or stock options issued constitute, in the aggregate, less than Tenant and its employees and contractors fifteen percent (all 15%) of the foregoing are hereinafter sometimes referred issued and outstanding stock of Lessee; The Parties hereby acknowledge and agree that anything herein to collectively as the contrary notwithstanding, the “Transfersgoing public” by Lessee, including, but not limited to, the filing of a registration statement with the Securities and any person Exchange Commission, the creation of one or more classes of stock and the offering of shares of stock to whom any the public for purchase, shall not constitute a Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)hereunder and shall not require the consent of the Lessor. If Tenant desires Landlord’s Any consent to a Transfer shall not waive any Transfer, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Lessor's rights to consent to a subsequent 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 . Any Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) all made in violation of the terms of the proposed Transfer hereof shall be null 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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 force and 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 review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.

Transfers. Except as permitted in Section 14.8 below, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise 792986.06/WLA 186772-00003/2-28-19/gjn/gjn -2▇- ▇▇▇▇▇▇▇ ▇▇▇▇ Development, LLC [285 East Grand Avenue] [Unity Biotechnology, Inc.] 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 employees, agents 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the material 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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and (v) any other information pertaining to the proposed Transfer reasonably required requested by Landlord within ten (10) business days after its receipt 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 '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 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 in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon (not to exceed $3,500 in the earlier to occur of Landlord’s consentaggregate for any particular Transfer), or within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesshall not be unreasonably withheld, assignconditioned or delayed if Landlord does not exercise its rights under Section 14.4 below, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, assign or otherwise transfer, 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 lawLaw, 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 notice (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) days after the date of delivery of the Transfer Notice, (iib) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including a 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, 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 (ivd) current financial statements of the proposed Transferee and such other information as Landlord may reasonably require. If there are any changes in the terms and conditions from those specified in the Transfer Notice (and financial statements for i) such Transferee’s prior two that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.1, or (2ii) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of which would cause the proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant’s original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilityaction under this Article 14 (including Landlord’s right of recapture, characterif any, and reputation under Section 14.4 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. this Lease). 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 review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier Landlord, in no event to occur of Landlord’s consentexceed $1,500, or within thirty (30) days after written request by Landlord. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Article 14, Tenant’s and such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by Law, such proposed Transferee waives all other remedies against Landlord, including without limitation, the right to seek monetary damages or to terminate this Lease.

Transfers. Tenant shall not mortgage, pledge, hypothecate, encumber or permit any lien to attach to this Lease or any interest hereunder. Except as provided in Section 14.8 below, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconsent shall not be unreasonably withheld, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, assign or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease Lease, or any interest hereunder 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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 form of consent in connection with the documentation of Landlord’s consent, if any, to such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 in the amount of $1,500.00fees, as well as any actual, reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, and (v) such other information relating to the business credit and personal references and history of the proposed Transferee and any 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 Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. require. Any Transfer made without Landlord’s prior written consent (if required hereunder) 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 Each time Tenant requests Landlord’s consent to a proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord, as Additional Rent hereunder, Tenant shall reimburse Landlord for any reasonable legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.

Transfers. Except as otherwise provided herein, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesshall not be unreasonably withheld, assignconditioned or delayed, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, assign or otherwise transfer, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (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, 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 and such other information as Landlord may reasonably require. If there are any changes in the terms and conditions from those specified in the Transfer Notice (and financial statements for i) such Transferee’s prior two that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.1, or (2ii) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of which would cause the proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant's original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval 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. action under this Article 14. 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Article 14, Tenant's and such Transferee's only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee waives all other remedies against Landlord, including without limitation, the right to seek monetary damages or to terminate this Lease.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit not do 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 following (all of the foregoing are hereinafter sometimes collectively referred to collectively herein as “Transfers” a "Transfer", 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 , whether voluntarily, involuntarily, by operation of law or otherwise without the prior written consent of Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) consent shall include not be unreasonably withheld, conditioned or delayed: (i) the proposed effective date sublet all or any portion of the Premises; (ii) assign or permit any assignment of its interest in this Lease; (iii) mortgage, pledge, hypothecate, encumber or permit any lien to attach to this Lease; (iv) enter into any license or concession agreements or otherwise permit the use or occupancy of the Premises or any part thereof by any persons other than Tenant and its employees or contractors; or (v) materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord. Tenant shall reimburse Landlord for all reasonable costs not to exceed $5,000 for a Transfer in the ordinary course of business, including attorneys' fees, incurred by Landlord in connection with the evaluation, processing, and/or documentation of any requested Transfer, which shall whether or not be less than Landlord's consent to such Transfer is granted, within thirty (30) days nor more than one hundred eighty (180) days after the date of delivery receipt of demand therefor. Any Transfer approved by Landlord pursuant to this Article 14 shall not become effective until Tenant has delivered to Landlord a fully-executed version of the document evidencing such Transfer Noticewhich document shall: (a) be in a form reasonably approved in advance by Landlord, (iib) a description contain substantially the same terms and conditions as stated in Tenant's request for such Transfer set forth above, and (c) in the case of an assignment of the portion of Lease, contain the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) all of the terms agreement of the proposed Transfer and Transferee to assume all obligations of Tenant under this Lease arising after 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 effective date of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) to remain jointly and any proposed guarantor 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. severally liable therefor with Tenant. Any attempted Transfer made without Landlord’s 's prior written consent shall constitute an Event of Tenant's Default and shall, at Landlord’s 's option, be null, void and of no further force or effect, and shall, at . Landlord’s option, 's consent to any one Transfer shall not constitute a Default waiver of the provisions of this Section 14.1 as to any subsequent Transfer or a consent to any subsequent Transfer. No Transfer, whether made with or without the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the Rent due hereunder, or to perform all of the other obligations to be performed by Tenant under hereunder. The acceptance of any payment of Rent by Landlord from any person or entity shall not be deemed to be a waiver by Landlord of any provision of this Lease. Whether Lease or not Landlord consents to be a consent to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (3045) 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the material terms of the proposed Transfer and the consideration therefor, 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 (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 such other information as Exhibit E. 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.

Transfers. Notwithstanding any provisions of this Article 13 to the contrary: (a) Tenant shall nothave the right to assign or sublet, without the Landlord’s prior written consent consent, to any parent, subsidiary or affiliate of LandlordTenant, or to any partnership, corporation or other business entity into or with which Tenant shall be merged, converted or consolidated or to which all of Tenant’s assets may be transferred, or to any entity to which Tenant transfers its assets. For purposes of this paragraph, “Affiliate” shall mean: (i) an entity which owns fifty percent (50%) or more of the outstanding common stock of Tenant, or (ii) an entity which has fifty percent (50%) or more of its common stock owned by Tenant, or (iii) an entity which purchases substantially all of the assets of Tenant and has a net worth equal to or greater than Tenant, or (iv) an entity which is subject the surviving entity in a merger pursuant to law with the Tenant. Tenant shall have the right to assign the Lease, without Landlord’s reasonable review prior written consent, to any entity that is the direct successor to Tenant. Notwithstanding, no such assignment shall be made by Tenant to any such entity that cannot fulfill Tenant’s obligations under the Lease. Tenant agrees to notify Landlord in writing within ten (10) days after any such assignment and consideration as agrees to assignments execute the necessary Lease documentation between Landlord and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in Tenant perfecting such assignment or sublease. (b) Tenant shall have the right to sublet all other cases, 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 a portion of the Premises to an unrelated party with Landlord’s prior written consent, which will not be reasonably withheld or delayed. Landlord and Tenant agree to split any part thereof net profit generated 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 such sublease on a “Transferee”)50/50 basis. If Tenant desires Landlord’s consent to any Transfer, 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 with at least thirty (30) days nor more than one hundred eighty prior written notice of its intent to sublease or assign all or part of the Premises. Landlord shall then have fifteen (18015) days after the date following Tenant’s notice of delivery its intent to sublease or assign all or part of the Transfer Notice, (ii) a description premises to notify Tenant of the portion of the Premises its intent to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises approve or the entirety of an existing separately demised suite, (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 disapprove 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 sublease 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 (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlordassignment.

Transfers. Except as provided in Section 14.7 below, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 such other information as Landlord may reasonably require. Except as provided in the form attached hereto as Exhibit E. Any Section 14.7 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 default by Tenant under this Lease. Whether or not Landlord consents Concurrently with ▇▇▇▇▇▇’s delivery of the Transfer Notice to any proposed TransferLandlord, Tenant shall pay to Landlord the sum of Seven Hundred Fifty Dollars ($750.00) for the cost of Landlord’s review administrative, accounting and processing clerical time in considering such request for Landlord’s consent. In addition, whether or not Landlord shall grant consent, Tenant shall reimburse Landlord for Landlord’s reasonable legal fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord▇▇▇▇▇▇▇▇ (which legal fees shall not exceed $1,250.00 for the initial draft of the documents required in connection therewith).

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (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, (iv) in the case of a proposed assignment of this Lease only, current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 such other information as Exhibit E. 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord, Tenant shall reimburse Landlord for any reasonable legal fees incurred by Landlord in connection with ▇▇▇▇▇▇'s proposed Transfer.

Transfers. Tenant shall not, without the prior written consent (except as otherwise provided in SECTION 14.8 below) of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconsent will 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” "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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"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 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 's standard Transfer consent documents in connection with the documentation of Landlord's consent to such Transfer, (iv) to the extent reasonably necessary for Landlord to make its consent determination, current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 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 option's option (to the extent not cured within the applicable notice and cure period), constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00shall, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or 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 and No/100 Dollars ($1,000.00) for a Transfer in the ordinary course of business. -41-

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereofthereof (which Landlord shall treat as confidential and not disclose), business credit and personal references and history (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilitycorrect, character, and reputation of that the proposed Transferee, nature of such Transferee’s business and proposed Transferee intends to use of or store in the Subject SpacePremises, and (vvi) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.00) 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, not to exceed the sum of Three Thousand Dollars ($3,000.00).

Transfers. Tenant shall not, not do any of the following (each a "TRANSFER") without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, : (1) assign, mortgage, pledge, hypothecate, encumbertransfer, or permit any lien to attach to, or otherwise transfer, encumber this Lease or any estate or interest hereunderherein, permit any assignment, whether directly or other transfer of this Lease or any interest hereunder by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet all or any portion of the Premises, (5) grant any license, concession, or other right of occupancy of all or any portion of the Premises, or (6) permit the use of the Premises or by any part thereofparties other than Tenant. Tenant may request Landlord's consent to a Transfer by delivering to Landlord a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: its name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's credit worthiness and character. Landlord shall not unreasonably withhold its consent to any requested Transfer if the proposed transferee (A) is creditworthy in accordance with Landlord's then-current credit standards for prospective tenants of the Complex of the proposed transferee's type and size, (B) has a good reputation in the business community, (C) in Landlord's opinion does not compete with any tenant in the Complex, and (D) is not another tenant of the Complex; otherwise, Landlord may withhold its consent in its sole discretion. Notwithstanding the foregoing, the Tenant named herein ("ADESSO") shall be entitled to assign the entirety of its interest under this Lease to any entity which controls, is controlled by, or enter into is under common control with Adesso, or to any license entity which results from a merger of, reorganization of, or concession agreements consolidation with Adesso ("PERMITTED NEW TENANT"), without Landlord's consent upon delivering to Landlord an instrument executed by such Permitted New Tenant by which such Permitted New Tenant unconditionally assumes all liabilities and obligations of the Tenant under this Lease and agrees to observe and be bound by all terms and provisions hereof. Landlord shall have no right to terminate this Lease or otherwise permit to be paid any consideration in connection with any Transfer to a Permitted New Tenant in accordance with the occupancy terms of the foregoing sentence. Concurrently with each request for Landlord's consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for Landlord's attorney fees incurred in connection with considering any request for consent to a Transfer. If Landlord consents to a proposed Transfer, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Adesso from its obligations under this Lease, but, rather, Adesso shall remain jointly and severally liable with any transferee for the obligations and liabilities of the tenant under this Lease; following any transfer, Adesso's liabilities and obligations hereunder shall remain primary, rather than in the nature of a guarantee or use surety. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof by any persons are subject to a Transfer, then Landlord, in addition to its other than remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against the Rent and falling due hereunder from time to time. Tenant authorizes its employees and contractors (all transferees to make payments of the foregoing are hereinafter sometimes referred rent directly 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 upon receipt 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 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 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 Leasedo so. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in for the amount cost of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred demising walls or other improvements necessitated by Landlord upon the earlier to occur of Landlord’s consent, a proposed subletting or within thirty (30) days after written request by Landlordassignment.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit not do 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 following (all of the foregoing are hereinafter sometimes collectively referred to collectively herein as a “Transfers” Transfer”, and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”), whether voluntarily, involuntarily, by operation of law or otherwise without the prior written consent of Landlord, which consent shall not be unreasonably withheld: (i) sublet all or any portion of the Premises; (ii) assign or permit any assignment of its interest in this Lease; (iii) mortgage, pledge, hypothecate, encumber or permit any lien to attach to this Lease; (iv) enter into any license or concession agreements or otherwise permit the use or occupancy of the Premises or any part thereof by any persons other than Tenant and its employees or contractors; or (v) materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord. If Tenant desires shall reimburse Landlord for all reasonable costs, including attorneys’ fees, incurred by Landlord in connection with the evaluation, processing, and/or documentation of any requested Transfer, whether or not Landlord’s consent to any Transfersuch Transfer is granted (not to exceed $1,500.00), 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 within thirty (30) days nor more than one hundred eighty (180) days after the date of delivery receipt of demand therefor. Any Transfer approved by Landlord pursuant to this Article 14 shall not become effective until Tenant has delivered to Landlord a fully-executed version of the document evidencing such Transfer Noticewhich document shall: (i) be in a form reasonably approved in advance by Landlord, (ii) a description of contain the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suitesame terms and conditions as stated in Tenant’s request for such Transfer set forth above, and (iii) all in the case of an assignment of the terms Lease, contain the agreement of the proposed Transfer and Transferee to assume all obligations of Tenant under this Lease arising after 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 effective date of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) to remain jointly and any proposed guarantor 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. severally liable therefor with Tenant. Any attempted Transfer made without Landlord’s prior written consent shall constitute an Event of Tenant’s Default and shall, at Landlord’s option, be null, void and of no further force or effect, and shall, at . Landlord’s option, consent to any one Transfer shall not constitute a Default waiver of the provisions of this Section 14.1 as to any subsequent Transfer or a consent to any subsequent Transfer. No Transfer, whether made with or without the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the Rent due hereunder, or to perform all of the other obligations to be performed by Tenant under hereunder. The acceptance of any payment of Rent by Landlord from any person or entity shall not be deemed to be a waiver by Landlord of any provision of this Lease. Whether Lease or not Landlord consents to be a consent to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.

Transfers. Tenant 20.13.1 No Lender shall nottransfer its interest in the Loan or the Loan Documents without the prior written consent of Agent and, provided no Event of Default shall have occurred and be continuing, Borrower, which consent of Agent and Borrower shall not be unreasonably withheld or delayed, provided that each such transfer (“Transfer”) shall comply with the following: (a) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement; (b) each assignment shall be in an amount that is at least $10,000,000.00 and is a whole multiple of $1,000,000.00, unless otherwise consented to by Agent; (c) each Lender which does not transfer one hundred percent (100%) of its Commitment shall retain, free of any such assignment, a Commitment of not less than $10,000,000.00; (d) the transferee shall be an Eligible Assignee; and (e) the parties to such assignment shall execute and deliver to Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form established by Agent (an “Assignment and Acceptance”), together with any Notes subject to such assignment. Notwithstanding the foregoing, any Lender may transfer its interest in the Loan and the Loan Documents to its parent company or its parent company’s wholly-owned Subsidiary or a wholly-owned Subsidiary of such Lender without the prior consent of Agent and Borrower provided that such transferee shall remain a parent company of the transferring Lender or a wholly-owned Subsidiary of the transferring Lender’s parent company, or a wholly-owned Subsidiary of the transferring Lender and, provided further, that each Lender (or any guarantor thereof) shall not be relieved of any liability it may have under this Agreement. The consent by Agent and Borrower to a Transfer shall not waive the right of Agent and Borrower to consent to subsequent Transfers. Upon each assignment by a Lender approved by Agent and Borrower, except for assignment to an Affiliate of any such Lender and any assignments by the Lender serving as Agent at the time of such assignment, the assigning Lender agrees to pay to Agent a registration fee in the sum of $5,000.00. 20.13.2 Agent shall not transfer or assign any of its rights and duties under this Agreement and shall not delegate such rights and duties, or the execution thereof, without the prior written consent of Landlordall Lenders, which is subject except to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesa wholly-owned Subsidiary of Agent, assignprovided that such transferee shall remain a wholly-owned Subsidiary of Agent and, 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 provided further that Agent shall not be less than thirty (30) days nor more than one hundred eighty (180) days after relieved of any liability it may have under this Agreement. 20.13.3 Each Lender represents to and covenants with the date other that its interest in the Loan is not and during the term of delivery this Agreement shall not be subject to any lien or monetary encumbrance. 20.13.4 Each Lender may at any time pledge or assign all or any portion of its rights under the Loan Documents to any of the Transfer Notice, twelve (ii12) a description Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release such Lender from its obligations under any of the Loan Documents. 20.13.5 Each Lender may sell participations to one or more Eligible Assignees in all or a portion of such Lender’s rights and obligations under this Agreement and the Premises to be transferred other Loan Documents; provided that (a) any such sale or participation shall not affect the “Subject Space”) which must be separately demisable if not the entirety rights and duties of the Premises selling Lender hereunder to the Borrower; (b) such participation shall not entitle such participant to any rights or privileges under this Agreement or the entirety of an existing separately demised suiteLoan Documents, (iii) all of the terms of the proposed Transfer and the consideration thereforincluding, including calculation of the “Transfer Premium”without limitation, 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 approve waivers, amendments or modifications, unless the unanimous consent of the Lenders is required for such waiver, amendment or modification; (c) such participant shall have no direct rights against the Borrower; (d) such sale is effected in accordance with all Laws applicable to utilize Landlord’s standard Transfer documents in connection such selling Lender; and (e) such sale or participation shall otherwise comply with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements requirements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner a transfer 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 assignment set forth 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 review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordSection 20.13.1 above.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty ten (3010) 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, financial statements from the proposed Transferee if necessary, under Section 14.2(iv), below, 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 and such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any 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 Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. require. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be nullnun, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not If Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s review and processing out-of-pocket reasonable legal fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) reasonably incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.

Transfers. Except as permitted by Section 14.7 below, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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 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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 such other information as Exhibit E. 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 default by Tenant under Section 19.1.7 of this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.

Transfers. Except as otherwise specifically provided or permitted in this Article 14, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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 TransferTransfer (which documentation must by fully executed by the parties thereto), 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 (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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, 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) of this Section 14.1, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. 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 by Tenant under this LeaseLease if not rescinded or terminated within ten (10) business days following notice from Landlord. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord. If Tenant executes Landlord’s standard form of consent without any changes to this Lease or material changes to the consent, such fees shall not exceed $2,500.00 in the aggregate. However, if Tenant or the transferee request, material changes to Landlord’s standard form of consent or if there are material negotiations related thereto or if this Lease needs to be amended as a result thereof, and if Landlord’s actual reasonable costs and expenses (including reasonable attorney’s fees and costs attributable to time expended by in house counsel, accountants or other personnel of Landlord) exceed $2,500.00, Tenant shall reimburse Landlord for such reasonable costs and expenses incurred in connection with its review of the requested Transfer.

Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any its interest hereunderin the Premises, permit any assignment, assignment or other transfer of this Lease or any interest hereunder by operation of lawlaw or otherwise, 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 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) in the case of a sublease, license or similar grant of occupancy rights, a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, Premium (as defined below) for 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, (iv) current financial statements of the proposed Transferee (certified as true and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified correct by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee other authorized individual and any other information reasonably required by Landlord which will to enable Landlord to determine the financial responsibility, character, character and reputation of the proposed Transferee, nature of such the 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 in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consentin connection with any proposed Transfer, or within thirty (30) days after written request by LandlordLandlord (and shall make the Advances required under ARTICLE 25).

Transfers. 14.1.1 Tenant shall not, without the prior written reasonable consent of Landlord, which is subject Landlord except as provided herein to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesthe contrary, 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 lawlaw except as provided herein, 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”). For purposes of this Lease, an “Approved Transferee” shall mean (i) any Affiliate (as defined in Section 14.5 below) that is an assignee of Tenant’s entire interest in this Lease, (ii) any other assignee of Tenant’s entire interest in this Lease approved by Landlord pursuant to the terms and conditions of this Article 14, and (iii) any sublessee of the entire Office Space portion of the Premises then leased by Tenant for the entire balance of the Lease Term which sublessee is approved by Landlord pursuant to the terms and conditions of this Article 14. 14.1.2 In no event shall the terms of a proposed Transfer provide the Transferee with a right of first offer to all or any portion of the Premises. If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the substantive 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, (iv) in the case of a proposed assignment of the Lease or a proposed sublease involving three (3) or more floors of the Premises, current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and (v) any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibilityresponsibility (in the case of a proposed assignment of the Lease or a proposed sublease involving three (3) or more floors of the Premises), character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (vvi) an executed estoppel certificate from Tenant in such other information as Landlord may reasonably require. Landlord shall approve or disapprove of the form attached hereto as Exhibit E. proposed Transfer within fifteen (15) days after Landlord’s receipt of the applicable Transfer Notice. Any Transfer made without Landlord’s Landlords 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 review and processing fees in the amount of $1,500.00shall, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable legal fees and expenses incurred by Landlord in connection with its review of a proposed Transfer; provided, however, in the event that the Transfer is a sublease of other than three (3) or more floors of the Premises and Tenant uses Landlord’s approved form to evidence such sublease (with red-lined changes where appropriate), Landlord’s legal fees and expenses in connection with the review of such sublease shall not exceed $2,500.00 during the initial Lease Term, and $5,000.00 during any extension thereafter. Notwithstanding anything in this Lease to the contrary, no restriction in any other tenant or subtenant’s lease or sublease restricting the subleasing of space to another tenant in the Real Property shall be enforced by Landlord as to Tenant and/or the other tenant or subtenant so as to prevent or restrict an assignment, sublease or sub-sublease to Tenant if either (A) Landlord has no available space in the Building for direct lease to Tenant of comparable size as the proposed space to be assigned to or sublet by Tenant from such other tenant or subtenant (herein, the “Proposed Sublease Space”), or (B) the Proposed Sublease Space is contiguous to any space in the Building then leased by Tenant under this Lease or is located below the 30th floor of the Building (unless Landlord has available space in the Building for direct lease to Tenant of comparable size as the Proposed Sublease Space and such available space consists of space in the Building that was once leased by Tenant under this Lease or the Existing Lease).

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which as more particularly set forth in Section 14.2, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesbelow, 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 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”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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 default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or 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.