Common use of Transfers Clause in Contracts

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest without the prior written consent of the Initial Member, such consent not to be unreasonably withheld. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 shall, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership 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, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not 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 unreasonably withheldmade 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 purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither 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 Company nor 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 Initial Member will recognize any such purchase or transfer, if, after giving effect earlier to such purchase or transfer, 25% or more occur 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 isLandlord’s consent, 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 non-exempt prohibited transaction under ERISA or Section 4975 of the Code within thirty (or, in the case of a governmental or church plan, a violation of any similar federal, state or local law)30) days after written request by Landlord. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. Each Holder covenants and agrees that, until the end of the Voting Period, each Holder will not (a) A Member subject to Section 2.2, directly or indirectly sell, assign, transfer (including by merger or by operation of law), 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 beneficial ownership thereof, (b) deposit any Subject Interests into a voting trust or enter into a voting agreement or arrangement with respect to any Subject Interests or the beneficial ownership thereof or 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 than arrangement or undertaking with respect to the Initial Member may not Transfer any part of its Membership Interest without the prior written consent of the Initial Member, such consent not to be unreasonably withheld. Any purported direct or indirect Transfer of any Membership Interest Subject Interests or the beneficial ownership thereof, except, in contravention each case under clause (a), clause (b) and clause (c) of this Section 12.1 shallsentence, to the fullest extent permitted by lawa Permitted Transferee; provided, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectivethat, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 notwithstanding the foregoing, will be required to represent and warrant that its investment in no event shall a Holder permit during the Voting Period any Transfer (as defined in the Membership Interests will not Titanium Charter) that would result in a non-exempt prohibited transaction under ERISA or the conversion of any shares of Titanium Series B Preferred Stock into shares of Titanium Common Stock pursuant to Section 4975 2(c)(ii)(f) of the Code (orTitanium Charter; provided, in the case of a governmental or church planfurther, a violation of any similar federalthat, 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 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 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 nothing 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 Agreement shall restrict or limit any Holder exercising any rights under the Second Amended and Restated Continuing Offer of Titanium, effective 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), Section 2.1(b) or Section 2.1(c), is (i) a Holder, (ii) a member of such Holder’s Immediate Family, (iii) a Family Trust with respect to such Holder, (iv) an entity consisting of or owned entirely by one or more of the foregoing persons, or (v) otherwise an affiliate of the Holder who, in each case, upon such Transfer, becomes a party to this Agreement (if not already a party to this Agreement) and agrees in writing, in form and substance to the reasonable satisfaction of Parent, to be the close bound as a Holder under this Agreement. A Permitted Transferee shall also mean a Person (1) to 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 business on the day of receipt thereof a Holder, or by the Companylaws of intestate succession, (4) to whom Subject Interests are Transferred pursuant to a qualified domestic relations order or as required by a divorce settlement, or (5) to whom Subject Interests are Transferred solely in connection with the payment of the 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 clause (2) of this sentence, such Person shall become a party to this Agreement (if not already a party to this Agreement) and shall agree in writing, in form and substance to the reasonable satisfaction of Parent, to be bound as a Holder under this Agreement.

Transfers. Tenant shall not: (aA) A Member other than the Initial Member may not Transfer mortgage, pledge, hypothecate, encumber, or permit any part of its Membership Interest lien to attach to 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 Initial Memberprior written consent (except as otherwise provided in SECTION 14.7 below) of Landlord, such which consent will not to be unreasonably withheld. Any purported Transfer of , conditioned or delayed, assign, or otherwise transfer, this Lease or any Membership Interest in contravention interest hereunder, permit any assignment, or other transfer of this Section 12.1 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 (in Clauses (A) and (B)) 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 twenty (20) days nor more than ninety (90) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "SUBJECT SPACE"), (iii) all of the TCCs 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, (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 (excluding confidential information and documents (other than financial information required pursuant to subsection (v) below) as determined by Tenant in its reasonable business judgment), (v) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information 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 (vi) an executed estoppel certificate from Tenant in the form attached hereto as EXHIBIT E. Any Transfer made without Landlord's prior written consent shall, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force effect, and shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or effect whatsoever. No purchase or transfer not Landlord consents to any proposed Transfer, Tenant shall, within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable and actual out-of-pocket third-party costs and expenses incurred by Landlord in connection with its review of a Membership Interest will be effective, proposed Transfer; provided that such costs and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 expenses shall not exceed One Thousand and warrant that its investment No/100 Dollars ($1,000.00) for a Transfer in the Membership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 ordinary course of the Code (or, in the case of a governmental or church plan, a violation of any similar federal, state or local law)business. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. During the term hereof, no Party shall sell, 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) A Member other than 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 Initial Member may Corporation the written agreement of such 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 Transfer be required to bind any part of its Membership Interest without the prior written consent Affiliates to any of the Initial Member, such consent not to be unreasonably withheld. Any purported Transfer of any Membership Interest in contravention provisions of this Section 12.1 shallAgreement; 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 fullest extent permitted by law, be null and void and Corporation the written agreement of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize such Affiliate to vote any such purchase 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 transferTransfer Restricted Equivalents during each calendar quarter, ifsubject 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, after giving effect to parent grandparent, child or grandchild, whether by blood, marriage or adoption), any trust or trustee for the benefit of such purchase person or transfer, 25% any entity substantially all of the equity of which is directly or indirectly owned by the transferor and/or one or more of the Membership Interests 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 determined under 29 C.F.R. 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 2510.3-1013.1(a), would (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 held 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 Benefit Plan Investorsa copy of such bona fide offer. A purchaser that is, The shares or is acting on behalf of, an employee benefit plan Transfer Restricted Equivalents proposed to be transferred as set forth in the Transferor's Notice (the "Transfer Securities") shall be subject to ERISA or Section 4975 of the Code or any entity deemed following options: (i) The Transferor shall offer to hold plan assets of either of sell (the foregoing, will be required "First Option") all such Transfer Securities to represent and warrant that its investment in the Membership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of Other Parties at the Code (orMarket Price, in the case of a governmental Market Sale, and at the same price per Transfer Security as to be paid by the proposed transferee (or church planat 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, the 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, in any particular instance, shall be made in good faith by the Board of Directors, excluding therefrom any directors designated by the Transferor or the proposed transferee (or any Affiliate thereof), who may be counted for quorum purposes but shall abstain from any such decision, utilizing any method and/or advisory assistance the Board of Directors deems appropriate, and the Corporation shall give the Transferor and the Other Parties written notice of such determination within twenty days after receipt of the 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 violation fraction with a numerator equal to the number of any similar federalshares 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, state or local law)on a Fully Diluted Basis, by the Other Parties. (bii) The Initial Member shall admit a transferee If any of a Member's Membership Interest the Other Parties (A) fails to notify the Company only if such transferee Transferor within ten days after (i) has agreed receipt of the Transferor's Notice, if the consideration to be paid by the proposed transferee is solely cash; or (ii) receipt of notice of the determination 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 writing 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 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 60 days after the date the Transferor's Notice was received by the Corporation or five days after the expiration or termination of 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 Restricted 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 this Agreement 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 becoming a party hereto 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 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 additional documentation tender or exchange offer; (ii) in an exchange offer, when the Board of Directors is required to determine the cash equivalent of the 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 Transferor's Notice and the Board of Directors shall make such determination within two business days of receipt of the Transferor's Notice; and (iii) the time periods during which the Options may be exercised shall be reduced as follows: the Initial Member shall reasonably require to so admit such transferee First Option must be exercised within two business days of receipt of the Transferor's Notice, the Second Option must be exercised within two business days of receipt of the Second Notice, and the Third Option must be exercised not later than one business day prior to the Companydate 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). Notwithstanding anything contained herein to Any purported transfer of Common Stock or Transfer Restricted Equivalents by a Party which is not permitted by the contraryforegoing provisions of this Section, both the Company and the Initial Member or which is in violation of such provisions, shall be entitled to treat the transferee void and of a Membership Interest as the absolute owner thereof in all respects, no force 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 Agreement shall be the close of business on the day of receipt thereof by the Companyeffect whatsoever.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Except as otherwise provided herein, Tenant shall not, --------- without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or enter into any 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 unreasonably withheldmade 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 fifteen (15) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the "Transfer Premium", as that term is defined in Section 14.3 below, in connection with such Transfer, the ------------ name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit ------- E. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord's prior written consent shall, to the fullest extent permitted by lawat -- Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize any such purchase or transfershall, ifat Landlord's option, 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 constitute a default 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 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 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 Tenant under this Agreement Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall be the close of business on the day of receipt thereof pay Landlord's review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by the CompanyLandlord, within thirty (30) days after written request by Landlord not to exceed $1,000 per Transfer.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Except as expressly set forth herein, Tenant shall not, without the prior written consent of the Initial MemberLandlord, such consent not to be unreasonably withheld. Any purported Transfer of , conditioned or delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any Membership Interest in contravention 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 (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 forty five (45) days nor more than nine (9) 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”), (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 12.1 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, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, 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, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither 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 fees, as well as any reasonable, out-of-pocket professional fees (including, without limitation, reasonable attorneys’, accountants’, architects’, engineers’ and consultants’ fees) actually incurred by Landlord for a Transfer in the Company nor the Initial Member will recognize ordinary course of business, 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 such purchase proposed Transfer. In addition, Tenant shall reimburse Landlord or transfer, if, after giving effect pay directly to such purchase or transfer, 25% or more of the Membership Interests ▇▇▇▇▇▇▇▇’s mortgagee(s) (as determined under 29 C.F.R. Section 2510.3-101, would be held by Benefit Plan Investors. A purchaser that is, or Landlord) for mortgagee(s)’ actual review and processing fees in connection with any proposed Transfer if review by ▇▇▇▇▇▇▇▇’s mortgagee(s) 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 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)required. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of the Initial MemberLandlord (except as otherwise provided in Section 14.8, such below), which consent shall not to be unreasonably withheld. Any purported Transfer of , assign, sublease, mortgage, pledge, hypothecate, encumber, or permit any Membership Interest in contravention 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 (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 12.1 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 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, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force effect. Whether or effect whatsoever. No purchase or transfer of a Membership Interest will be effectivenot Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and neither the Company nor the Initial Member will recognize processing fees, as well as any such purchase or transferreasonable professional fees (including, ifwithout limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, within thirty (30) days 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 written request 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 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)Landlord. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize any such purchase shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or transfernot Landlord shall grant consent, ifwithin thirty (30) days after written request by Landlord, after giving effect Tenant shall pay 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 Landlord Two Thousand Five Hundred Dollars ($2,500.00) 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 reimburse Landlord for its review and warrant that its investment in the Membership Interests will not result in a 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 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 respectsprocessing fees, and Tenant shall incur no liability also reimburse Landlord for distributions of cash or other property made any reasonable legal fees incurred by Landlord 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 Agreement shall be the close of business on the day of receipt thereof by the Companyconnection with Tenant’s proposed Transfer.

Transfers. (a) A Member other than Holder agrees that until the Initial Member may 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 SPAC’s prior written consent, (i) Transfer any part of its Membership Interest without the prior written consent or all of the Initial MemberCovered Shares; (ii) grant any proxies or powers of attorney with respect to any or all of the Covered Shares; or (iii) take any action that would have the effect of preventing, such consent impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not to be unreasonably withheld. Any purported permit any Transfer of any Membership Interest the Covered Shares in contravention violation of this Section 12.1 shall, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 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)Agreement. (b) The Initial Member In the event the Business Combination is consummated, Holder shall admit a transferee not Transfer any Equity Securities of a Member's Membership Interest the Company Beneficially Owned by it, him or her immediately following the Effective Time (such Equity Securities, the “Shareholder Lock-Up Securities” and such obligation not to Transfer, the “Shareholder 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 only if such transferee 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 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) has agreed in writing the case of an entity, to any officer, director or affiliate of Holder; (ii) in the case of an individual, 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) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; provided, however, that in the 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 Effective Time) and the Company agreeing to be bound by the terms of this Agreement by becoming a party hereto (including the provisions relating to voting and transfer restrictions). (iid) has delivered such additional documentation as Holder agrees during the Initial Member shall reasonably require Voting Period to so admit such transferee not take or agree or commit to the Company. Notwithstanding anything take any action that would make any representation and warranty of Holder 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 Agreement shall be the close of business on the day of receipt thereof by the Companyinaccurate in any material respect.

Transfers. Tenant shall not, by operation of law or --------- otherwise, (a) A Member other than assign, transfer, mortgage, pledge, hypothecate or otherwise encumber this Lease, the Initial Member may not Transfer Premises or any part of its Membership Interest 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 the Initial Member-------- Landlord, such which consent shall not to be unreasonably withheld, conditioned or delayed. Any purported This prohibition against a Transfer includes, without limitation, (i) any subletting or assignment which would otherwise occur by operation of any Membership Interest in contravention of this Section 12.1 shall, to the fullest extent permitted by law, 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 federal or state bankruptcy, insolvency, or other proceedings; (iii) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without specific assignment of Lease; (iv) the change in control in a partnership; or (v) conversion of Tenant to a limited liability entity. 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 no force or effect whatsoever. No purchase or transfer Tenant and its partners to Landlord; (ii) all partners of Tenant immediately prior to its conversion to a Membership Interest will limited liability shall be effectivefully liable, jointly and severally, for obligations of Tenant accruing under this Lease pre-conversion and post-conversion, and neither all members and other equity holders in Tenant post-conversion shall be fully liable for all obligations and liabilities of Tenant accruing under the Company nor Lease after the Initial Member will recognize 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 (iii) Landlord shall have the option of declaring Tenant in default under this Lease. If Tenant requests Landlord's consent to any such purchase or transferTransfer, if, after giving effect to such purchase or transfer, 25% or more then Tenant shall provide Landlord with a written description of all terms and conditions of the Membership Interests as determined under 29 C.F.R. Section 2510.3-101proposed Transfer, 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 copies of the Code or any entity deemed to hold plan assets of either proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the foregoing, will be required to represent and warrant that its investment in the Membership Interests will not result in Premises; a non-exempt prohibited transaction under ERISA or Section 4975 copy of the Code proposed sublease or assignment agreement; banking, financial and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. In addition to its right to approve or reject the proposed Transfer, Landlord shall have the option, upon written notice to Tenant within thirty (or30) days after 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 governmental proposed assignment or church planproposed 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 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 the terms and covenants 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 Article IX shall be entitled to treat the transferee of a Membership Interest as the absolute owner thereof in all respects, void and shall incur no liability for distributions of cash or other property made in good faith to it, until such time as constitute 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 default by the Company. The effective date of any Transfer permitted ---------- Tenant under this Agreement Lease. In the event that Tenant requests that Landlord consider a sublease or assignment hereunder, Tenant shall be pay Landlord's reasonable attorneys' fees and costs incurred by Landlord in connection with the close consideration of business on the day of receipt thereof by the Companysuch request or such sublease or assignment.

Transfers. (a) A Member other than Each transferee or assignee of any Shares subject to this Agreement shall continue to be subject to the Initial Member may not Transfer any part of its Membership Interest without the prior written consent terms hereof and shall execute and deliver a Joinder pursuant to which such transferee or assignee shall confirm their agreement to be subject to and bound by all of the Initial Memberprovisions set forth in this Agreement, and such consent not successor or permitted assignee shall be deemed to be unreasonably withhelda party hereto in the capacity specified in such Joinder. Any purported Transfer The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any Membership Interest in contravention such Shares unless and until such transferee shall have complied with the terms of this Section 12.1 shall, 6.2. Each certificate representing the Shares subject to this Agreement if issued on or after the fullest extent permitted date of this Agreement shall be endorsed by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor with the Initial Member will recognize any such purchase legend set forth in Section 6.11. Notwithstanding the foregoing or transferanything to contrary elsewhere in this Agreement, if, after giving effect to such purchase a transferee of Shares shall not be bound by the provisions of this Agreement 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 execute and warrant that its investment 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 Membership Interests will not result in time, also a non-exempt prohibited transaction Key Holder or a Transferee Shareholder 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)this Agreement. (b) The Initial Member shall admit a transferee With respect to any transfer or assignment of a Member's Membership Interest Preferred Stock (or Common Stock issued upon conversion of Preferred Stock) subject to this Agreement made by an Investor prior to the Company only if date hereof, the transferee or assignee of such transferee Preferred Stock (ior Common Stock issued upon conversion of Preferred Stock) has agreed in writing shall be deemed to be bound 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 becoming 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 (ii) has delivered 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 additional documentation as the Initial Member shall reasonably require to so admit 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 Company. Notwithstanding anything contained herein to date hereof, which transfer does not constitute an Exempt Transfer, the contrary, both the Company and the Initial Member transferee or assignee of such Shares shall be entitled deemed to treat be a party hereto as a Transferee Shareholder 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. (e) For the avoidance of doubt, a Membership Interest as the absolute owner thereof in all respectsShareholder may constitute a Key Holder, an Investor and/or a Transferee Shareholder under this Agreement, and shall incur no liability for distributions constituting one type of cash or other property made in good faith to itShareholder (i.e., until such time as a written assignment Key Holder, an Investor 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 Transferee Shareholder) under this Agreement shall not be construed to affect such Shareholder’s status as a different type of a Shareholder (i.e., as a Key Holder, an Investor or a Transferee Shareholder), provided that such Shareholder continues to meet the close definition of business on the day such type of receipt thereof by the CompanyShareholder under this Agreement.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than fifteen (15) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of the proposed sublease or assignment document, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof (subject to Landlord executing a reasonable confidentiality agreement), (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Subject Space, and (vi) such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize any such purchase shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or transfernot Landlord shall grant consent, if908728.01/SD 374622.00146/4-30-21/MLT/bp ActiveUS 186012966v.2 within thirty (30) days after written request by Landlord, after giving effect Tenant shall pay to such purchase or transferLandlord Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review, 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 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 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 respectsprocessing, and shall incur no liability for distributions of cash or other property made legal fees incurred by Landlord 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 Agreement shall be the close of business on the day of receipt thereof by the Companyconnection with Tenant’s proposed Transfer.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Except as otherwise expressly provided herein, Tenant shall not, without the prior written consent of Landlord: (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, by operation of Law or otherwise, (ii) sublet the Initial MemberPremises or any part thereof, such consent not (iii) permit the use of the Premises by any Persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”), or (iv) advertise the Premises for Lease for Transfers. If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice shall include: (a) the proposed effective date (which shall not be less than thirty (30) nor more than 90 days after Tenant’s notice), (b) a description of the portion of the Premises to be Transferred (herein called the “Subject Space”), (c) the terms of the proposed Transfer and the consideration therefor, the name, address and background information concerning the proposed Transferee, and a true and complete copy of all proposed Transfer documentation, and (d) financial statements (balance sheets and income/expense statements for the current and prior three (3) years) of the proposed Transferee, in form and detail reasonably satisfactory to Landlord, certified by an officer, partner or owner of the Transferee, and any other information to enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of made without complying with this Section 12.1 shallArticle shall at Landlord’s option be null, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 iseffect, 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 shall constitute a 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 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 Default under this Agreement Lease. Whether or not Landlord shall be the close grant consent, Tenant shall pay a reasonable fee (but not less than $500.00) towards Landlord’s review and processing expenses, as well as any reasonable legal fees incurred by Landlord within thirty (30) days after written request by Landlord. In no event shall any Transferee be: (w) an existing tenant of business on the day of receipt thereof by the Company.the

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, except as otherwise 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 Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a "TRANSFEREE"). Any purported Where Landlord's consent to a proposed Transfer of is required under this Article 14, if Tenant desires Landlord's consent to any Membership Interest Transfer, Tenant shall notify Landlord in contravention of this Section 12.1 shallwriting, to which notice (the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 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"TRANSFER NOTICE") The Initial Member shall admit a transferee of a Member's Membership Interest to the Company only if such transferee include (i) has agreed in writing to the proposed effective date of the Transfer, which shall not be bound by less than fifteen (15) business days nor more than one hundred eighty (180) days after the terms date of this Agreement by becoming a party hereto and delivery of the Transfer Notice, (ii) has delivered a description of the portion of the Premises to be transferred (the "SUBJECT SPACE"), (iii) all of the material terms of the proposed Transfer and the consideration therefor (including calculation of the "Transfer Premium," as that term is defined in Section 14.3 below, in connection with such additional Transfer), the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation as the Initial Member shall reasonably require to so admit such transferee pertaining to the Company. Notwithstanding anything contained herein proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the contrary, both the Company and the Initial Member shall be entitled agreements incidental or related to treat the transferee of a Membership Interest as the absolute owner thereof in all respectssuch Transfer, 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 (iv) current financial statements of the consummation proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord to determine the financial responsibility, character, and reputation of a Transfer that conforms to the requirements proposed Transferee, nature of this Section 12.1 such Transferee's business and is reasonably satisfactory to proposed use of the Initial Member has been received by the Company. The effective date of any Transfer permitted under this Agreement shall be the close of business on the day of receipt thereof by the Company.Subject Space, and such PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems]

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than forty-five (45) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing 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, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and (v) such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize any such purchase or transfershall, ifat Landlord’s option, after giving effect to such purchase or transfer, 25% or more of the Membership Interests as determined constitute a default by Tenant 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 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 the terms 19.1.7 of this Agreement Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees, as well as any reasonable legal fees incurred by becoming a party hereto and Landlord, within thirty (ii30) 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 days after 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 request by the Company. The effective date of any Transfer permitted under this Agreement shall be the close of business on the day of receipt thereof by the CompanyLandlord.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of the Initial MemberLandlord (which, such consent as more particularly set forth in Section 14.2, below, shall not to be unreasonably withheld. Any purported Transfer of , conditioned, or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any Membership Interest in contravention lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 12.1 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 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, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any such purchase or transferproposed Transfer, ifTenant shall pay Landlord’s review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, within thirty (30) days after giving effect written request by Landlord, in an amount not 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 exceed Two Thousand Five Hundred and warrant that its investment No/100 Dollars ($2,500.00) in the Membership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 aggregate, but such limitation of fees shall only apply to the Code (or, extent such Transfer is in the case ordinary course of business. Landlord and Tenant hereby agree that a governmental or church plan, a violation proposed Transfer shall not be considered “in the ordinary course 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 business” if such transferee Transfer involves the review of documentation by Landlord on more than two (i2) has agreed in writing to be bound by 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 Agreement shall be the close of business on the day of receipt thereof by the Companyoccasions.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of --------- Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade 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 twenty (20) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) all of the material terms of the proposed Transfer and the consideration therefor (including calculation of the "Transfer Premium", as that term is defined in Section 14.3 below, in connection with such Transfer), the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord's prior written consent shall, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any such purchase or transferproposed Transfer, ifTenant shall pay Landlord's review and processing fees, as well as any reasonable legal fees incurred by Landlord, within thirty (30) days after giving effect to such purchase or transferwritten request by Landlord, 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 which fees shall not exceed One Thousand and warrant that its investment No/100 Dollars ($1,000.00) for a Transfer in the Membership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 ordinary course of the Code (or, in the case of a governmental or church plan, a violation of any similar federal, state or local law)business. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than Except as expressly contemplated hereby or by the Initial Member may not Transfer Merger Agreement or as required by a court of competent jurisdiction or by any part of its Membership Interest without applicable Law, during the prior written consent time period from the date hereof through the expiration of the Initial MemberTerm, such consent the Stockholder shall not to be unreasonably withheld. Any purported Transfer (directly or indirectly), sell, transfer, pledge, encumber, assign, distribute, hypothecate, tender or otherwise dispose of, including by way of merger, consolidation, share exchange or similar transaction, whether voluntarily or by operation of law (collectively, a “Transfer”), or enforce the provisions of any Membership Interest in contravention of this Section 12.1 shallredemption, share purchase or sale, recapitalization or other agreement with Clearwire or any other person, or enter into any contract, option or other arrangement or understanding with respect to the fullest extent permitted voting of or any Transfer (whether by lawactual disposition or effective economic disposition due to hedging, be null and void and of no force cash settlement or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveotherwise) of, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, after giving effect to such purchase or transfer, 25% or more of the Membership Interests as determined under 29 C.F.R. Section 2510.3-101Existing Clearwire Shares beneficially owned by the Stockholder, would be held any Clearwire Shares acquired by Benefit Plan Investors. A purchaser that isthe Stockholder after the date hereof, any securities exercisable or is acting on behalf ofexchangeable for or convertible into shares of Clearwire Common Stock, an employee benefit plan subject to ERISA or Section 4975 any other capital stock of the Code Clearwire or any entity deemed to hold plan assets of either interest in any of the foregoing. Notwithstanding the foregoing, will be required upon prior written notice to represent and warrant that its investment in Sprint containing the Membership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 name of the Code (ortransferee and the number of Clearwire Shares Transferred, in the case of a governmental or church plan, a violation of any similar federal, state or local law). (b) The Initial Member Stockholder shall admit a transferee of a Member's Membership Interest be permitted to Transfer Clearwire Shares beneficially owned by the Company only if such transferee Stockholder to (i) has agreed any member of the group disclosed in the Stockholder’s Statement on Schedule 13D to be filed with the SEC disclosing this Agreement, 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 (and such member certifies to Sprint’s reasonable satisfaction that such transfer is to another member of the 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) to any Affiliate of the Stockholder, provided such Affiliate agrees in writing with Sprint to be bound by the terms of this Agreement by becoming pursuant to 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 joinder 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 documentation reasonably satisfactory to Sprint. No such Transfer to any such Affiliate or member or controlled Affiliate of such member shall relieve the Initial Member has been received by the Company. The effective date 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 (in and of itself) constitute a Transfer permitted under this Agreement shall be the close of business on the day of receipt thereof by the CompanyAgreement.

Transfers. ‌ (a) A Member other than the Initial Member may Each Holder covenants and agrees that, so long as this Agreement has not Transfer terminated in accordance with its terms, except as set forth in this Agreement, it shall not: (1) transfer, sell, loan, issue, pledge, participate, hypothecate, assign, or otherwise dispose of, directly or indirectly, in whole or in part (each, a “Transfer”), any part of its Membership Interest without legal and/or beneficial interests in FGIC-insured Instruments, Units, Holder Equity Interests, and other Claims, or any right or interest (voting or otherwise) therein, thereof, or with respect thereto (collectively, the “Interests”); (2) grant any proxies in relation to any Interests; or (3) deposit any Interests into a voting trust, or enter into a voting agreement with respect thereto, in each case unless the transferee thereof either: (y) is a Holder or FGIC; or (z) prior written consent to such Transfer, agrees in writing for the benefit of the Initial Member, such consent not Parties to be unreasonably withheld. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 shall, to the fullest extent permitted by law, be null become a Holder and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 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 the terms of this Agreement (including with respect to any and all Interests it already may hold (legally and/or beneficially) prior to such Transfer) by becoming executing the Joinder and delivering to the Company an executed copy thereof within two (2) Business Days following such Transfer; provided, however, that a Holder may Transfer any Interest to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Holder only if such Qualified Marketmaker subsequently transfers such Interest (by purchase, sale assignment, participation, or otherwise) as soon as reasonably practicable thereafter, and in no event later than five (5) business days after its acquisition of such Interest, to a third-party transferee that is a Party hereto or has executed a Joinder (a copy of which shall be delivered to the Company within two (2) Business Days following such Transfer); provided, further, that, from the date of such Qualified Marketmaker’s acquisition of such Interests through the date such Interests are validly transferred in accordance herewith, the Qualified Marketmaker shall act or vote such Interests as the Requisite Holders, as set forth in the relevant Requisite Holder Confirmation delivered on or immediately prior to the day of voting, shall direct in accordance with the terms of this Agreement (and shall not, for the avoidance of any doubt, be counted as a Requisite Holder for the purpose of such action or vote). Any transferee who purchases Interests from an Initial Holder shall not be deemed an Initial Holder as a result of such transfer, provided, that if such transferee was already an Initial Holder, then it shall be deemed to be an Initial Holder with respect to all of its holdings. (b) Upon any valid Transfer pursuant to Section 8(a), each Holder shall provide notice in writing (email shall suffice) to FGIC indicating (1) the Interests that were transferred and (2) the identity of the transferee. (c) Notwithstanding the restrictions described in Section 8(a) herein, a Holder may (i) Transfer any FGIC-insured Instrument to a Qualified Marketmaker under a repurchase agreement or reverse repurchase agreement (collectively “Repurchase Agreements”) without the requirement that such Qualified Marketmaker execute a Joinder and (ii) has delivered grant a pledge or lien against its FGIC-insured Instruments (a “Pledge”) to a Qualified Marketmaker in the ordinary course of business without the requirement that such additional documentation Qualified Marketmaker execute a joinder; provided, that (i) if a Holder defaults on a Repurchase Agreement or such Pledge is foreclosed upon, the Qualified Marketmaker must adhere to the terms and conditions of Section 8(a) herein applicable to Qualified Marketmakers, including by executing a Joinder or by transferring such FGIC-Insured Instrument to a Holder or other transferee who will sign a Joinder within five (5) business days of such default, and (ii) any Holder transferring a FGIC- insured Instrument pursuant to this Section 8(c) retain the right to direct any vote or action with respect to such FGIC-insured Instrument so long as such Repurchase Agreement or Pledge is not in default; provided further, that from the date of default by such Holder under such Repurchase Agreement or such Pledge, the Qualified Marketmaker shall act or vote such FGIC-insured Instrument as the Initial Member shall reasonably require to so admit such transferee Requisite Holders, as set forth in the relevant Requisite Holder Confirmation delivered on or immediately prior to the Company. Notwithstanding anything contained herein to the contrary, both the Company and the Initial Member shall be entitled to treat the transferee day of a Membership Interest as the absolute owner thereof in all respectsvoting, and shall incur no liability direct in accordance with the terms of this Agreement (and shall not, for distributions the avoidance of cash or other property made in good faith to itany doubt, until such time be counted as a written assignment Requisite Holder for the purpose of such vote 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 Agreement shall be the close of business on the day of receipt thereof by the Companyaction).

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof (subject to Landlord executing a reasonable confidentiality agreement), (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize any such purchase shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or transfernot Landlord shall grant consent, ifwithin thirty (30) days after written request by Landlord, after giving effect Tenant shall pay 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 Landlord Two Thousand Five Hundred Dollars ($2,500.00) 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 reimburse Landlord for its review and warrant that its investment in the Membership Interests will not result in a 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 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 respectsprocessing fees, and Tenant shall incur no liability also reimburse Landlord for distributions of cash or other property made any reasonable legal fees incurred by Landlord 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 Agreement shall be the close of business on the day of receipt thereof by the Companyconnection with ▇▇▇▇▇▇’s proposed Transfer.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of the Initial MemberLandlord, such (except as otherwise provided in Section 14.7 or Section 14.8 below), which consent shall not to be unreasonably withheld, conditioned or delayed (subject to the 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 (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than twenty (20) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof or by a certified public accountant, 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 purported Transfer of any Membership Interest in contravention of this Section 12.1 shallmade without Landlord’s prior written consent or, to the fullest extent permitted by lawapplicable, ▇▇▇▇▇▇▇▇’s deemed consent as aforesaid, shall, at Landlord’s option, be null and null, void and of no force effect. Whether or effect whatsoever. No purchase or transfer not Landlord consents to any proposed Transfer (but other than for failure by Landlord to respond), Tenant shall 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 Membership Interest will be effectiveproposed Transfer, provided that such costs and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 expenses shall not exceed $3,000.00 for a Transfer in the Membership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 ordinary course of the Code (or, in the case of a governmental or church plan, a violation of any similar federal, state or local law)business. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than fifteen (15) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of the proposed sublease or assignment document, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof (subject to Landlord executing a reasonable confidentiality agreement), (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Subject Space, and (vi) such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize any such purchase shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or transfernot Landlord shall grant consent, ifwithin thirty (30) days after written request by Landlord, after giving effect Tenant shall pay to such purchase or transferLandlord Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review, 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 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 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 respectsprocessing, and shall incur no liability for distributions of cash or other property made legal fees incurred by Landlord 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 Agreement shall be the close of business on the day of receipt thereof by the Companyconnection with Tenant’s proposed Transfer.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of the Initial Member, Landlord (such consent not to be unreasonably withheld. Any purported Transfer of , conditioned or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any Membership Interest in contravention lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 12.1 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 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, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize shall, at Landlord’s option, constitute a default by Tenant under this Lease. Except in connection with any such purchase or transferproposed Permitted Transfer (as defined below), ifTenant shall pay Landlord’s reasonable review and processing fees, after giving effect as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) actually incurred by Landlord, but not to such purchase or transfer, 25% or more of the Membership Interests exceed two thousand dollars ($2,000) with respect to any single Transfer so long 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 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 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 Tenant and the Initial Member shall be entitled proposed transferee execute Landlord’s standard form of consent document without material negotiation, within thirty (30) days after written request by Landlord, whether or not Landlord consents 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 Agreement shall be the close of business on the day of receipt thereof by the Companyproposed Transfer.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including 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 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, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E, and (vi) such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize any such purchase or transfershall, ifat Landlord’s option, after giving effect to such purchase or transfer, 25% or more of the Membership Interests as determined constitute a default by Tenant 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 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)19.1. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest 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, 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 Initial MemberPremises or any part thereof, such consent not 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 unreasonably withheldmade is hereinafter sometimes referred to as a "Transferee"). If Tenant desires Landlord's consent to any Transfer, except with respect to Permitted Transfers, 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 twenty (20) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the "Transfer Premium", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 requiring Landlord's consent and made without Landlord's prior written consent shall, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, within thirty (30) days after written request by Landlord; provided that such purchase or transfer, if, 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 costs and warrant that its investment expenses shall not exceed Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) for a Transfer in the Membership Interests will ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, be considered "in the case ordinary course 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 business" if such transferee particular proposed Transfer involves the review of documentation by Landlord on more than two (i2) has agreed in writing to be bound by 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 Agreement shall be the close of business on the day of receipt thereof by the Companyoccasions.

Transfers. Each Holder covenants and agrees that, until the end of the Voting Period, each Holder will not (a) A Member subject to Section 2.2, directly or indirectly sell, assign, transfer (including by merger or by operation of law), 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 beneficial ownership thereof, (b) deposit any Subject Interests into a voting trust or enter into a voting agreement or arrangement with respect to any Subject Interests or the beneficial ownership thereof or 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 than arrangement or undertaking with respect to the Initial Member may not Transfer any part of its Membership Interest without the prior written consent of the Initial Member, such consent not to be unreasonably withheld. Any purported direct or indirect Transfer of any Membership Interest Subject Interests or the beneficial ownership thereof, except, in contravention each case under clause (a), clause (b) and clause (c) of this Section 12.1 shallsentence, to the fullest extent permitted by lawa Permitted Transferee; provided, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectivethat, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 notwithstanding the foregoing, will be required to represent and warrant that its investment in no event shall a Holder permit during the Voting Period any Transfer (as defined in the Membership Interests will not Titanium Charter) that would result in a non-exempt prohibited transaction under ERISA or the conversion of any shares of Titanium Series B Preferred Stock into shares of Titanium Common Stock pursuant to Section 4975 2(c)(ii)(f) of the Code (orTitanium Charter; provided, in the case of a governmental or church planfurther, a violation of any similar federalthat, 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 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 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 nothing 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 Agreement shall restrict or limit any Holder exercising any rights under the Second Amended and Restated Continuing Offer of Titanium, effective 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), Section 2.1(b) or Section 2.1(c), is a Holder, (ii) a member of such Holder’s Immediate Family, (iii) a Family Trust with respect to such Holder, (iv) an entity consisting of or owned entirely by one or more of the foregoing persons, or (v) otherwise an affiliate of the Holder who, in each case, upon such Transfer, becomes a party to this Agreement (if not already a party to this Agreement) and agrees in writing, in form and substance to the reasonable satisfaction of Parent, to be the close bound as a Holder under this Agreement. A Permitted Transferee shall also mean a Person (1) to 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 business on the day of receipt thereof a Holder, or by the Companylaws of intestate succession, (4) to whom Subject Interests are Transferred pursuant to a qualified domestic relations order or as required by a divorce settlement, or (5) to whom Subject Interests are Transferred solely in connection with the payment of the 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 clause (2) of this sentence, such Person shall become a party to this Agreement (if not already a party to this Agreement) and shall agree in writing, in form and substance to the reasonable satisfaction of Parent, to be bound as a Holder under this Agreement.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of the Initial MemberLandlord (which, such consent as more particularly set forth in Section 14.2, below, shall not to be unreasonably withheld. Any purported Transfer of , conditioned, or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any Membership Interest in contravention 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, 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 requires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 12.1 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 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, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any such purchase or transferproposed Transfer, ifTenant shall pay Landlord’s review and processing fees, as well as any reasonable out-of-pocket professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, within thirty (30) days after giving effect written request by Landlord, in an amount not 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 exceed Two Thousand Five Hundred and warrant that its investment No/100 Dollars ($2,500.00) in the Membership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 aggregate, but such limitation of fees shall only apply to the Code (or, extent such Transfer is in the case ordinary course of business. Landlord and Tenant hereby agree that a governmental or church plan, a violation proposed Transfer shall not be considered “in the ordinary course 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 business” if such transferee Transfer involves the review of documentation by Landlord on more than two (i2) has agreed in writing to be bound by 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 Agreement shall be the close of business on the day of receipt thereof by the Companyoccasions.

Transfers. Except in connection with a Permitted Transfer (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest as that term is defined in Section 14.8 below), Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not 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, its wholly-owned subsidiaries, its Clients and 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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, within thirty (30) days after written request by Landlord , provided that such fees shall not exceed Two Thousand Five Hundred Dollars ($2,500) for any such purchase or transfer, if, 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 Transfer request made in the Membership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (orordinary course, 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 and no such transferee (i) has agreed in writing to be bound by 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 fee shall be entitled to treat the transferee of payable in connection with 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 Agreement shall be the close of business on the day of receipt thereof by the CompanyPermitted Transfer.

Transfers. Tenant shall not: (aA) A Member other than the Initial Member may not Transfer mortgage, pledge, hypothecate, encumber, or permit any part of its Membership Interest lien to attach to 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 Initial Memberprior written consent (except as otherwise provided in SECTION 14.7 below) of Landlord, such which consent will not to be unreasonably withheld. Any purported Transfer of , conditioned or delayed, assign, or otherwise transfer, this Lease or any Membership Interest in contravention interest hereunder, permit any assignment, or other transfer of this Section 12.1 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 (in Clauses (A) and (B)) 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 twenty (20) days nor more than ninety (90) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “SUBJECT SPACE”), (iii) all of the TCCs 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, (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 (excluding confidential information and documents (other than financial information required pursuant to subsection (v) below) as determined by Tenant in its reasonable business judgment), (v) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information 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 (vi) an executed estoppel certificate from Tenant in the form attached hereto as EXHIBIT E. Any Transfer made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or effect whatsoever. No purchase or transfer not Landlord consents to any proposed Transfer, Tenant shall, within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable and actual out-of-pocket third-party costs and expenses incurred by Landlord in connection with its review of a Membership Interest will be effective, proposed Transfer; provided that such costs and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 expenses shall not exceed One Thousand and warrant that its investment No/100 Dollars ($1,000.00) for a Transfer in the Membership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 ordinary course of the Code (or, in the case of a governmental or church plan, a violation of any similar federal, state or local law)business. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than the Initial Member may not No Transfer any part of its Membership Interest shall be made without the prior written consent of the Initial Memberall Lenders except for a Permitted Transfer; provided, such consent not to be unreasonably withheld. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 shall, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 non-exempt prohibited transaction under ERISA or Section 4975 of the Code (orthat, in the case of a governmental Permitted Transfer: (i) Except with respect to a Permitted Transfer described in clauses (d),(e) or church plan(h) of the definition of “Permitted Transfer”, no Event of Default shall have occurred and be continuing as of the date of such Permitted Transfer; (ii) Except with respect to a violation Permitted Transfer described in clauses (d),(e), (f), (g) or (h) of the definition of “Permitted Transfer,” Loan Parties shall have given Agent prior written notice of the proposed Transfer, which notice shall identify the proposed transferee(s) and the proposed percentage interest to be transferred and include the following items: (A) a revised organizational chart of Loan Parties which shall show the effect of such proposed Transfer, which organizational chart shall be in substantially the same form, detail and scope as the Loan Parties’ organizational chart delivered on the Closing Date; (B) drafts (other than initial or interim drafts) of all consents, notices, instruments of transfer and other documents required to be executed or delivered under the organizational documents of the entity whose ownership interests are being transferred, along with any similar federalamendment to the organizational documents of the entity whose ownership interests are being transferred, state any consent of the members, partners, shareholders, as applicable, of the entity whose ownership interests are being transferred, and any other instrument of transfer which is entered into or local lawdelivered in connection with any such transfer (and final executed copies of each of the foregoing shall be delivered to Agent within ten (10) days after the date upon which such Permitted Transfer occurs).; and (C) such information as may be reasonably requested by Agent within ten (10) Business Days of receipt of Loan Parties’ notice in order to evidence Loan Parties’ compliance with Sections 6.20 and 6.29; (iii) the proposed Transfer shall not result in Loan Parties, the transferor or the proposed transferee being in default under any Loan Document or under any other agreement, instrument or document of which any of the foregoing Persons is a party, either upon such transfer or but for the passage of time or the giving of notice or both; (iv) all taxes (other than income taxes), including, stamp taxes, mortgage recording taxes, transfer taxes, recordation taxes, intangible taxes and other taxes, charges and fees incurred in connection with such Transfer shall have been paid by the transferor or the proposed transferee at the time of such proposed transfer, and if such amounts shall become due as a result of the proposed transferor’s or transferee’s direct or indirect ownership interest in Loan Parties or the Premises, evidence of such payment shall have been delivered to Agent within ten (10) days after such transfer; (v) Agent shall have been or shall be reimbursed for all documented, reasonable out-of-pocket expenses incurred by Agent, if any, in connection with such proposed transfer, including Agent’s Counsel Fees; (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 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 contraryIf, 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 result of any Permitted Transfer, any Guarantor no longer owns any direct or other evidence of indirect interest in Loan Parties, it shall also be a condition hereunder that a replacement guarantor (1) with a Net Worth and Cash or Cash Equivalents (as such terms are defined in the consummation of a Transfer that conforms to the requirements of this Section 12.1 Recourse Liability Agreement) which is not less than $120,000,000 and $10,000,000, respectively, (2) which is reasonably otherwise satisfactory to the Initial Member has been received by Lenders, (3) which is an Affiliate of the Company. The effective proposed transferee and (4) which owns a direct or indirect interest in Loan Parties, shall execute and deliver a recourse liability agreement (in the same form as the Recourse Liability Agreement) and an environmental indemnity agreement (in the same form as the Environmental Indemnity) on or prior to the date of such Permitted Transfer, pursuant to which, in each case, the replacement guarantor/indemnitor agrees to be liable under each such recourse liability agreement and environmental indemnity agreement from and after the date of such Permitted Transfer (whereupon the applicable Guarantor shall be released from any further liability under the Recourse Liability Agreement and Environmental Indemnity from and after the date of such Permitted Transfer permitted under this Agreement and such replacement guarantor/indemnitor shall be the close of business on the day of receipt thereof by the Company.“Guarantor” for all purposes set forth in this Loan Agreement); and

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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 shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of all existing 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, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and (v) 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 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. If Tenant requests Landlord consent to any Transfer, subject to Section 14.4, Landlord shall grant or withhold such consent not in writing within thirty (30) days after Tenant’s request therefor. Tenant’s failure to respond within such thirty (30) day period shall be unreasonably withhelddeemed denial of consent. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize any such purchase or transfershall, ifat Landlord’s option, 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 constitute a default 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 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 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 Tenant under this Agreement Lease. Each time Tenant requests Landlord’s consent to a proposed Transfer, whether or not Landlord shall be the close of business on the day of receipt thereof grant consent, within thirty (30) days after written request by the CompanyLandlord, as Additional Rent hereunder, Tenant shall reimburse Landlord for any reasonable legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a "Transferee"). If Tenant shall desire Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the "Transfer Notice") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) all of the terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof (which Landlord shall treat as confidential and shall not disclose), (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord's prior written consent shall, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize any such purchase shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or transfernot Landlord shall grant consent, ifwithin thirty (30) days after written request by Landlord, after giving effect Tenant shall pay 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 Landlord One Thousand Five Hundred Dollars ($1,500.00) 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 reimburse Landlord for its review and warrant that its investment in the Membership Interests will not result in a 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 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 respectsprocessing fees, and Tenant shall incur no liability also reimburse Landlord for distributions of cash or other property made any reasonable legal fees incurred by Landlord 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 Agreement shall be the close of business on the day of receipt thereof by the Companyconnection with Tenant's proposed Transfer.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not 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 unreasonably withheldmade 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 ./ -/// -35- K▇▇▇▇▇ R▇▇▇▇▇, L.P. [ACADIA Pharmaceuticals Inc.] date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize 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, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, within thirty (30) days after written request by Landlord, provided, however, in no event shall any such purchase or transfer, if, 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 ‘fees exceed Two Thousand Five Hundred and warrant that its investment No/100 Dollars ($2,500.00) in the Membership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, aggregate per proposed Transfer for Transfers in the case ordinary course of a governmental or church plan, a violation of any similar federal, state or local law)business. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than the Initial Member may not Transfer Notwithstanding any part of its Membership Interest without the prior written consent of the Initial Member, such consent not to be unreasonably withheld. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 shall, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 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 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 provision to the contrary, both the Company Tenant may assign this Lease or sublet the Leased Premises without the Landlord’s consent to one of the following entities (a “Permitted Transferee”) in connection with one of the following transactions (individually, “Permitted Transfer” and collectively, “Permitted Transfers”): (i) to a joint venture partner or to any corporation or other entity that is affiliated with or controls, is controlled by or is under common control with the Initial Member shall be entitled Tenant; (ii) to treat any corporation or other entity resulting from a merger, acquisition, consolidation or reorganization of or with the transferee Tenant; or (iii) in connection with the sale of a Membership Interest all or substantially all of the assets of the Tenant, so long as the absolute owner thereof Tenant provides evidence to the Landlord in all respectswriting that such assignment or sublease complies with the criteria set forth in (i), (ii) or (iii) above and shall incur no liability for distributions provided the following conditions, if applicable, are met: (1) the Leased Premises may not be subdivided in such a manner that would not be a rational division of cash the Leased Premises in Landlord’s reasonable opinion, (2) such assignee’s or other property made subtenant’s use will not violate any then-existing tenant’s exclusivity or non-compete provision in good faith such tenant’s lease, (3) if the original Tenant named hereunder ceases to itexist or continue as an on-going viable entity then such assignee’s or sublessee’s net worth must be determined by Landlord to be reasonably credit worthy with respect to the remaining obligations undertaken by such assignee or sublessee, until such time (4) if the Tenant remains in existence as a written assignment or other evidence separate legal entity following the transfer, it shall not be released from liability under this Lease, (5) any such assignee shall assume in a writing delivered to the Landlord all of the Tenant’s obligations under this Lease effective upon the consummation of a Transfer that conforms the transfer, and (6) the Tenant shall give written notice to the requirements Landlord of this Section 12.1 and is reasonably satisfactory to the Initial Member has been received by proposed transfer within (15) days after the Company. The effective date of any Transfer permitted under this Agreement shall be the close of business on the day of receipt thereof by the Companyconsummation thereof.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Except as specifically permitted in Section 14.8, below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not 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, 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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). Any purported If Tenant desires Landlord’s consent to any Transfer (except for a Permitted 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 twenty (20) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the material terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any Membership Interest 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. Except as specifically permitted in contravention of this Section 12.1 14.8, below, any Transfer made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any such purchase or transferproposed Transfer, ifTenant shall pay Landlord’s reasonable review and processing fees, after giving effect as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not 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 exceed $3,500 in the Membership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code aggregate for any particular Transfer), within thirty (or, in the case of a governmental or church plan, a violation of any similar federal, state or local law)30) days after written request by Landlord. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest without Without the prior written consent of the Initial MemberRequired Lenders, no Loan Party shall Transfer or grant any option with respect to any of the Charged Property or other Asset Disposition, including without limitation, Transfers to any Subsidiary of the Borrower which is not a Loan Party, unless: (i) the Borrower (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Disposition at least equal to the Fair Market Value of the assets or Capital Stock issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration received in the Asset Disposition by the Borrower or such consent not Restricted Subsidiary is in the form of cash, Cash Equivalents or a combination thereof. For purposes of this provision, each of the following will be deemed to be unreasonably withheld. Any purported Transfer cash: (A) any liabilities, as shown on the Borrower's or such Restricted Subsidiary's most recent balance sheet or statement of financial position, of the Borrower or any Restricted Subsidiary (other than contingent liabilities, liabilities that are by their terms subordinated to the Term Notes or any Guarantee and liabilities to the extent owed to the Borrower or any Restricted Subsidiary of the Borrower) that are assumed by the transferee of any Membership Interest in contravention of this Section 12.1 shallsuch assets pursuant to a customary novation agreement that releases the Borrower or such Restricted Subsidiary from further liability; (B) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary from such transferee that within 180 days are converted by the Borrower or such Restricted Subsidiary into cash, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 cash received in 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 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).conversion; and (bC) The Initial Member shall admit a transferee of a Member's Membership Interest to the Company only if such transferee Fair Market Value of: (i) has agreed in writing to be bound any assets received by the terms Borrower or such Restricted Subsidiary that are used or useful in the business of this Agreement by becoming a party hereto and the Borrower or Restricted Subsidiary (the "Business"); or (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 any Capital Stock received by the Company. The effective date Borrower or such Restricted Subsidiary in a Person that is a Restricted Subsidiary or in a Person engaged in the Business that shall become a Restricted Subsidiary immediately upon the acquisition of any Transfer permitted under this Agreement shall be the close of business on the day of receipt thereof such Person by the CompanyBorrower.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign or otherwise transfer this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). In no event may Tenant mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, this Lease. If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than forty-five (45) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium,” as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information 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. As a condition to ▇▇▇▇▇▇▇▇’s consent to any proposed assignment of this Lease, Landlord may, at Landlord’s sole option, require the assigning Tenant to guaranty the proposed 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 acceptable to Landlord. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord shall grant consent, Tenant shall pay Landlord’s review and processing fees, as well as any such purchase or transfer, if, 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 reasonable legal fees incurred 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 Landlord (which fees shall not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (orexceed, in the case of a governmental or church planaggregate, a violation of any similar federal$2,500.00 per request for consent), state or local law)within thirty (30) days after written request by ▇▇▇▇▇▇▇▇. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign or otherwise transfer this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not 26 or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a "Transferee"). Notwithstanding the foregoing and upon written notice to Landlord, Tenant may assign this Lease to any of Tenant's Affiliates provided that the Transferee(s) assume the obligations of Tenant hereunder pursuant to an instrument reasonably acceptable to Landlord and further provided that the Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease (the foregoing is hereinafter sometimes referred to as a "Permitted Transfer"). In no event may Tenant mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, this Lease. If Tenant shall desire Landlord's consent to any Transfer other than a Permitted 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 forty-five (45) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the "Transfer Premium," as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information 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. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord's prior written consent shall, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize any such purchase or transfershall, ifat Landlord's option, 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 constitute a default 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 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 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 Tenant under this Agreement Lease. Whether or not Landlord shall be the close of business on the day of receipt thereof grant consent, Tenant shall pay Landlord's review and processing fees, as well as any reasonable legal fees (such legal fees not to exceed One Thousand Five Hundred Dollars ($1,500.00) per Transfer) incurred by the CompanyLandlord, within thirty (30) days after written request by Landlord.

Transfers. (a) A Member other than Tenant acknowledges that the Initial Member may economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not Transfer any part have been granted by Landlord but for, the specific nature of its Membership Interest 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 further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include: (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice; (ii) a description of the portion of the Premises to be transferred (the “Subject Space”); (iii) all of the terms of the proposed Transfer and the consideration therefor, including 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 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; (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably requested by Landlord within five (5) days after its initial 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 business and proposed use of the Subject Space; (v) an executed estoppel certificate from Tenant; and (vi) such other information as Landlord may reasonably request within five (5) days after its initial receipt of the Transfer Notice. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord shall grant consent, Tenant shall pay Landlord’s review and processing fees (not to exceed $500), as well as any reasonable legal fees incurred by Landlord, within thirty (30) days after written request by Landlord. Notwithstanding the Company nor the Initial Member will recognize provisions of Section 14.2 or any such purchase other provision of this Article 14, Landlord’s consent to any mortgage, pledge, hypothecation, encumbrance or transfer, if, 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 lien upon Tenant’s interest in this Lease shall 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 Landlord’s sole and warrant that its investment in the Membership Interests will not result in a 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 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 respectsdiscretion, and shall incur no liability for distributions be void until and unless such consent of cash or other property made Landlord is given 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 Agreement shall be the close of business on the day of receipt thereof by the Companywriting.

Transfers. (a) A Member other than Except for Permitted Transfers, Borrower will not, directly or indirectly, sell, assign, convey, pledge, hypothecate, encumber, lease (except in accordance with the Initial Member may not Transfer terms of Section 6.6 hereof) or otherwise transfer (each of the foregoing constituting a "TRANSFER") the Property or any part of its Membership Interest without thereof, or any interest therein, or suffer, consent to or permit the foregoing, without, in each instance, the prior written consent of the Initial MemberLender. Borrower will not permit any owner (directly or indirectly) of a legal or beneficial interest in Borrower to Transfer such interest, such consent not whether by transfer of stock, assignment of partnership interest or other transfer of legal or beneficial interest in Borrower or in any direct or indirect owner thereof, or otherwise permit any new or additional legal or beneficial Ownership Interests in Borrower or any direct or indirect owner to be unreasonably withheld. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 shallissued, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 non-exempt prohibited transaction under ERISA or Section 4975 of the Code (orwithout, in each instance, the case prior written consent of a governmental or church plan, a violation of any similar federal, state or local law)Lender. (b) The Initial Member shall admit a transferee of a Member's Membership Interest To the extent that Lender elects to the Company only if such transferee (i) has agreed in writing consent to be bound by the terms of this Agreement by becoming a party hereto and (ii) has delivered such additional documentation any Transfer as the Initial Member shall reasonably require to so admit such transferee to the Company. Notwithstanding anything contained herein to the contrarywhich its consent is required hereunder, both the Company and the Initial Member Lender shall be entitled to treat condition its consent on such matters as Lender may elect, in its sole discretion, including, without limitation, execution of instruments of assignment and assumption with respect to the transferee Loan Documents and the Collateral, payment of a Membership Interest transfer fee or other consideration, delivery of Officer's Certificates and affidavits and indemnities, including an affidavit and indemnification regarding Code Sections 1445 and 7701, agreements restricting actions which may or may not be taken by any transferee or its owners or restrictions in any such Person's Organizational Documents with respect thereto, additional or replacement security for the Loan, restrictions as to the absolute owner thereof in all respectsuse of any consideration paid for such Transfer, and shall incur no liability for distributions opinions, including opinions regarding the assumptions of cash Loan Obligations hereunder, substantive consolidation and such other matters as Lender may request. Within ten (10) days after the closing of any Transfer, whether or not such Transfer required Lender's consent, if (i) the Property or any part thereof or any interest therein, or (ii) any direct or indirect ownership interests in Borrower, is transferred, Borrower will provide Lender with a copy of the deed or other property made in good faith to it, until such time as a written assignment or other evidence instrument of the consummation of a Transfer that conforms to the requirements transferee. Borrower will promptly after request therefor provide Lender with such other information and documentation with respect to such Transfer as Lender shall reasonably request, including, without limitation, information as to ownership of such transferee. (c) Upon the occurrence of any Transfer, the provisions of this Section 12.1 and is reasonably satisfactory 6.2 shall continue to apply to the Initial Member has been received transferee as if it were the transferor hereunder, and any consent by Lender permitting a transaction otherwise prohibited under this Section 6.2, or any right of Borrower or any other Person to Transfer without such consent, shall not constitute a consent to or waiver of any right, remedy or power of Lender to withhold its consent on a subsequent occasion to a transaction not otherwise permitted by the Company. The effective date provisions of any Transfer permitted under this Agreement shall be the close of business on the day of receipt thereof by the CompanySection 6.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Except for Permitted Transfers as defined and provided for in this Article 14 below, Tenant shall not, without the prior written consent of the Initial Member, such Landlord (which consent shall not to be unreasonably withheld. Any purported Transfer of , conditioned or delayed as provided in Section 14.2 below), assign, mortgage, pledge, hypothecate, encumber, or permit any Membership Interest in contravention 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 twenty (20) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 12.1 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 to the extent reasonably approved by Tenant and the particular Transferee, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information 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. Except for Permitted Transfers provided in this Article 14 below, any Transfer made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, within thirty (30) days after written request by Landlord; provided, however, the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 foregoing fees shall not exceed Two Thousand Five Hundred and warrant that its investment 00/100 Dollars ($2,500.00) for a Transfer in the Membership Interests will ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, be considered “in the case ordinary course 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 business” if such transferee particular proposed Transfer involves the review of documentation by Landlord on more than two (i2) has agreed in writing to be bound by 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 Agreement shall be the close of business on the day of receipt thereof by the Companyoccasions.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of the Initial MemberLandlord Transfer this Lease, such which consent shall not to be unreasonably withheldwithheld so long as the proposed transferee has a tangible net worth not less than Tenant as of the Lease Date and the proposed transferee has provided Landlord with financial and other information reasonably necessary for Landlord to make such determination. Any purported Transfer Notwithstanding the foregoing, Landlord may withhold its consent in its sole and absolute discretion to any mortgage, pledge or hypothecation of the leasehold interest by ▇▇▇▇▇▇. In no event shall Tenant assign this Lease or sublet the Leased Premises to (i) a tenant in the CR Project Parcel or the subtenant or assignee of any Membership Interest such tenant, (ii) a person or entity with whom Landlord or its agent is then negotiating or to or from whom Landlord or its agent has given or received any written or oral proposal within the past twelve (12) months regarding a lease of space in contravention the CR Project Parcel, or an Affiliate of this Section 12.1 shallsuch entity, or (iii) a governmental entity which is not a part of the Texas A&M University System. Furthermore, Tenant acknowledges and agrees that, for tax compliance purposes, ▇▇▇▇▇▇▇▇ is prohibited from receiving income from the Leased Premises that is considered UBTI. So long as Landlord is prohibited from receiving income consisting of UBTI, and without limiting Landlord’s right to withhold its consent to any transfer by Tenant, and regardless of whether Landlord shall have consented to any such transfer, neither Tenant nor any other person having an interest in the possession, use or occupancy of the Leased Premises or any part thereof shall enter into any lease, sublease, license, concession, assignment or other transfer or agreement for possession, use, or occupancy of all or any portion of the Leased Premises which provides for rent or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person or entity from the space so leased, used or occupied, and any such purported lease, sublease, license, concession, assignment or other transfer or agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use or occupancy of all or any part of the Leased Premises. There shall be no deduction from the rent payable under any sublease or other transfer nor from the amount thereof passed on to any person or entity, for any expenses or costs related in any way to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase subleasing or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 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)space. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises 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 unreasonably withheldmade is hereinafter sometimes referred to as a "Transferee"). If Tenant shall desire Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the "Transfer Notice") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) all of the terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord's prior written consent shall, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize any shall, at Landlord's option, constitute a default by Tenant under this Lease. Landlord shall respond to a Transfer Notice within thirty (30) days of its receipt of such purchase Transfer Notice. Whether or transfernot Landlord shall grant consent, ifwithin thirty (30) days after written request by Landlord, after giving effect Tenant shall pay 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 Landlord One Thousand Dollars ($1,000.00) 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 reimburse Landlord for its review and warrant that its investment in the Membership Interests will not result in a 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 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 respectsprocessing fees, and Tenant shall incur no liability also reimburse Landlord for distributions of cash or other property made any reasonable legal fees incurred by Landlord in good faith connection with Tenant's proposed Transfer, not to it, until such time as a written assignment or other evidence of the consummation of a exceed Two Thousand Five Hundred Dollars ($2,500.00) per 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 Agreement shall be the close of business on the day of receipt thereof by the Companyrequest.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Except as permitted in Section 14.8 below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise 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 Initial MemberPremises or any part thereof, such consent not 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, 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 unreasonably withheldmade 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 twenty (20) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) 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, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and (v) any other information pertaining to the proposed Transfer reasonably 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 business and proposed use of the Subject Space. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord's prior written consent shall, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any such purchase or transferproposed Transfer, ifTenant shall pay Landlord's reasonable review and processing fees, after giving effect as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord (not 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 exceed $3,500 in the Membership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code aggregate for any particular Transfer), within thirty (or, in the case of a governmental or church plan, a violation of any similar federal, state or local law)30) days after written request by Landlord. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of the Initial MemberLandlord (which as more particularly set forth in Section 14.2, such consent below, shall not to be unreasonably withheld. Any purported Transfer of , conditioned or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any Membership Interest in contravention lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 12.1 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 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, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any such purchase or transferproposed Transfer, ifTenant shall pay Landlord’s review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, within thirty (30) days after giving effect written request by Landlord, in an amount not 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 exceed Two Thousand Five Hundred and warrant that its investment No/100 Dollars ($2,500.00) in the Membership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 aggregate, but such limitation of fees shall only apply to the Code (or, extent such Transfer is in the case ordinary course of business. Landlord and Tenant hereby agree that a governmental or church plan, a violation proposed Transfer shall not be considered “in the ordinary course 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 business” if such transferee Transfer involves the review of documentation by Landlord on more than two (i2) has agreed in writing to be bound by 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 Agreement shall be the close of business on the day of receipt thereof by the Companyoccasions.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord (which may be withheld in Landlord's sole discretion), 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 Initial MemberPremises or any part thereof, such consent not 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 unreasonably withheldmade is hereinafter sometimes referred to as a "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the "Transfer Notice") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the "Transfer Premium," as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, 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 for the past two (2) years, including balance sheets, statements of profits and losses, and business credit reports, each certified by an officer, partner or owner thereof, 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 form acceptable to Landlord. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord's prior written consent shall, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's reasonable review and processing fees, as well as all actual, out-of-pocket professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, within thirty (30) days after receipt of written request by Landlord; provided, that such purchase or transfer, if, 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 attorneys’ fees shall not exceed $4,000.00 in the Membership Interests will not result in a 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)ordinary course. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (ai) A Member other than the Initial Member may not Transfer any part of its Membership Interest without Without the prior written consent of Lender, Borrower shall not, and shall not permit to occur, any (y) Transfer (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) of the Initial MemberProperty, such consent not to be unreasonably withheld. Any purported Transfer of any Membership part thereof, or any legal or beneficial interest therein, or any direct or indirect Equity Interest in contravention any Restricted Party, or (z) effectuate change of Control of a Restricted Party. Notwithstanding the foregoing provisions of this Section 12.1 shall5.1.1(d), the following Transfers (collectively, the “Permitted Transfers”) shall be permitted without Lender’s consent (subject to the fullest satisfaction of the 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 is no longer necessary in connection with the 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 permitted by lawBorrower 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), be null and void and Borrower shall give Lender written notice of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectivesuch Transfer, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 an Officer’s Certificate certifying 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 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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.5.1.1

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade 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 forty-five (45) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) all of the material terms of the proposed Transfer and the consideration therefor (including calculation of the "Transfer Premium," as defined in Section 14.3, 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, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord's prior written consent shall, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither 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, as well as any reasonable legal fees incurred by Landlord, within thirty (30) days after written request by Landlord. Notwithstanding anything to the Company nor the Initial Member will recognize any such purchase or transfercontrary herein, ifTenant may assign this Lease in connection with an acquisition, 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 ismerger, or is acting on behalf of, an employee benefit plan subject to ERISA or Section 4975 sale of substantially all its assets; provided that 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 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 assignee agrees in writing to be bound by 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 respectsof, and shall incur no liability for distributions assume all obligations of cash or other property made in good faith to itTenant under, 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 Agreement shall be the close of business on the day of receipt thereof by the CompanyLease.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Except as otherwise specifically provided or permitted in this Article 14, Tenant shall not, without the prior written consent of the Initial Member, such Landlord (which consent shall not to be unreasonably withheld, conditioned or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space and (v) an executed estoppel certificate from Tenant stating the information set forth in items (a) through (d) in Article 17 below. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any such purchase proposed Transfer, Tenant shall pay Landlord’s (or transferLandlord’s property manager’s) review and processing fees (which currently equal $1,500.00 for each proposed Transfer), ifas well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (or Landlord’s property manager), within thirty (30) days 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 written request by Benefit Plan InvestorsLandlord. 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 Notwithstanding the foregoing, will in no event shall Tenant be required to represent pay Landlord an amount greater than Two Thousand Five Hundred and warrant that its investment 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 Membership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case preparation of a governmental or church plan, a violation of any similar federal, state or local law)consent document by Landlord. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, which shall not be unreasonably withheld if Landlord does not elect to proceed under Section 14.4 below, assign or otherwise transfer this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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 shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than fifteen (15) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium,” as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee and a copy of all operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee 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 other action under this Article 14 (including Landlord’s right of recapture, if any, under Section 14.4 of this Lease). If the Transfer Notice informed Landlord that Landlord’s failure to approve or disapprove of the proposed Transfer within fifteen (15) days following Landlord’s receipt of the Transfer Notice would constitute Landlord’s approval of the proposed Transfer, then Landlord’s failure to approve or disapprove of the proposed Transfer within fifteen (15) days following Landlord’s receipt of the 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 by Tenant under this Lease. Whether or not Landlord shall grant consent, Tenant shall pay Landlord’s review and processing fees (total review and processing fees for any Transfer not to be unreasonably withheldexceed Five Hundred Dollars ($500.00), as well as any reasonable legal fees incurred by Landlord, within thirty (30) days after written request by Landlord. Any purported Transfer of Notwithstanding any Membership Interest in contravention contrary provision of this Section 12.1 shallLease, 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 fullest extent permitted by law, be null and void and of no force such proposed Transferee waives all other remedies against Landlord, including without limitation, the right to seek monetary damages or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveto terminate this Lease; provided, and neither the Company nor the Initial Member will recognize any such purchase or transferhowever, if, after giving effect to such purchase or transfer, 25% or more of the Membership Interests as this waiver shall not apply if Landlord’s conduct was 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 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 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 Agreement shall be the close of business on the day of receipt thereof by the Companybad faith.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of the Initial MemberLandlord (except as otherwise provided in Section 14.8 below), such which consent shall not to be unreasonably withheld. Any purported Transfer , conditioned or delayed (subject to the terms of Section 14.2, below), assign, mortgage, pledge, hypothecate, encumber, or permit any Membership Interest in contravention 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, subject to the terms of this Section 12.1 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 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 twenty (20) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the "Transfer Premium", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord'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 certified by an officer, partner or owner thereof 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. Any Transfer made without Landlord's prior written consent (or deemed consent) shall, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any such purchase or transferproposed Transfer, ifTenant shall pay Landlord's reasonable review and processing fees, as well as 788288.01/WLA 375755-00007/8-9-18//ejw -26- C▇▇▇▇▇▇ HIGHLINE 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [Building 2] Roku, Inc. any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, within thirty (30) days after giving effect to such purchase or transferwritten request by Landlord ("Transfer Fee"), 25% or more of the Membership Interests as determined under 29 C.F.R. Section 2510.3-101provided, 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 Tenant shall not be required to represent and warrant that its investment pay more than Two Thousand Five Hundred Dollars ($2,500.00) as a Transfer Fee in connection with any one Transfer in the Membership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 ordinary course of the Code (orbusiness, in the case of a governmental or church plan, a violation of any similar federal, state or local law). (b) The Initial Member Landlord shall admit a transferee 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 Member's Membership Interest proposed Transfer following Landlord’s failure to the Company only if such transferee (i) has agreed in writing to be bound by the terms of this Agreement by becoming a party hereto and (ii) has delivered such additional documentation timely respond 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 Companyset forth above. The effective date of any foregoing Transfer permitted under this Agreement Fee cap shall be increase by ten percent (10%) after each five (5) year period during the close of business on the day of receipt thereof by the CompanyLease Term.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Except as otherwise specifically provided or permitted in this Article 14, Tenant shall not, without the prior written consent of the Initial Member, such consent Landlord (not to 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 Tenant’s interest in this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Any purported 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 twenty (20) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee (provided that Landlord must request such additional information within five (5) business days following the date Tenant delivers the Transfer Notice to Landlord), (v) any Membership Interest other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, which information is requested within five (5) business days following Tenant’s submission to Landlord of the items described in contravention clauses (i), (ii), (iii), (iv) and (vi) of this Section 12.1 14.1, and (vi) upon Landlord’s request, 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, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease if not rescinded or effect whatsoeverterminated within ten (10) business days following notice from Tenant. No purchase Whether or transfer not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, provided that such amount shall not be in excess of $2,000.00 in the aggregate, for a Transfer which (as reasonably determined by Landlord) does not require (A) analysis of Transfer documentation, or (B) negotiation of a Membership Interest will be effectiveconsent document, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, within thirty (30) days 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 written request 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 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)Landlord. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. Without the prior written consent of Lender which will not be unreasonably withheld or delayed, neither Borrower nor any other Person having an ownership or beneficial interest, direct or indirect, in Borrower or the general partner or managing member of Borrower shall (a) A Member other than the Initial Member may not Transfer directly or indirectly sell, transfer, convey, mortgage, pledge, or assign any Collateral Property, any part thereof or any interest therein (including any ownership interest in Borrower or such general partner or managing member (a "Transfer"), (b) further encumber, alienate, ▇▇▇▇▇ ▇ ▇▇▇▇ or ▇▇▇▇▇ any other interest in any Collateral Property or any part thereof (including any ownership interest in Borrower and such general partner or managing member), whether voluntarily or involuntarily or (c) enter into any easement or other agreement granting rights in or restricting the use or development of any Collateral Property which may have a material adverse effect on the Collateral Property. (a) Notwithstanding the foregoing prohibition on Transfers, the Lender shall grant a consent to the Transfer by any or all Borrower(s) of its Membership Interest interests in any or all of the Collateral Properties that such Borrower owns and the assumption of the Loan by the transferee upon reasonable satisfaction of the following conditions: (i) No Default or Event of Default shall have occurred or be continuing; (ii) Borrower shall deliver to Lender any documents reasonably required by Lender to evidence the assumption of this Agreement, the Note, the Mortgages and the other Loan Documents by the proposed transferee, subject to the provisions of Section 11.1 of this Agreement; (iii) Borrower shall pay all of Lender's reasonable costs and expenses incurred in connection with the Lender's consent and approval of the Transfer in accordance with Section 6.15; (iv) Borrower shall deliver to Lender a Rating Comfort Letter; (v) Borrower shall deliver an non-consolidation opinion with regard to the proposed transferee and its partners or members, as the case may be, in form and substance reasonably satisfactory to Lender; (vi) The proposed transferee must be a Special Purpose Entity and comply with the representations and covenants contained in Sections 5.1.1 and 5.1.39 of this Agreement; and (vii) Such other conditions as Lender shall determine in its reasonable discretion to be in the interest of Lender, including, without limitation, Lender's approval of the creditworthiness, reputation and qualifications of the proposed transferee with respect to the Loan and the Collateral Property. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Borrower's Transfer of any Collateral Property or any part thereof (including any individual Collateral Property) without Lender's consent. This provision shall apply to every Transfer of any Collateral Property regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer of any Collateral Property. (b) Provided no Default or Event of Default has occurred and is continuing under this Agreement or the other Loan Documents, the prior written consent of the Initial MemberLender and the approval of the Applicable Rating Agencies shall not be required for the following Transfers provided that any reasonable costs and expenses incurred by the Lender in reviewing any such proposed Transfer shall be paid by Borrower, regardless of whether such consent not to be unreasonably withheld. or approval is given by Lender: (i) Any purported Transfer of any Membership Interest interest in contravention any Borrower between and among that Borrower's partners or members to Affiliates of such Borrower and Borrower's partners or members; (ii) Any Transfer of interests in any of any Borrower's partners or members (between and among the partners and members); (iii) Any Transfer by devise or descent or by operation of law upon the death of a partner of any Borrower; or (iv) Any Transfers of limited partnership or membership interests in any Borrower up to an aggregate of fifty percent (50%) of such interests; provided, however that (A) Lender must receive at least sixty (60) days prior written notice of any proposed Transfer pursuant to this subsection; (B) Westfield America Limited Partnership or an approved general partner (collectively, "Westfield") must retain at least fifty percent (50%) ownership interest in the applicable Borrower and Westfield must, following any such Transfer, retain control of the applicable Borrower and the day to day operations of the applicable Collateral Property; (C) Lender shall have received evidence satisfactory to it that the Borrower and its partners or members, as the case may be, following such transfer, remain Special Purpose Entities in accordance with the standards of the Applicable Rating Agencies; and (D) If requested by Lender, Lender shall have received a non-consolidation opinion with regard to the proposed transferee and its partners or members, as the case may be, in form and substance satisfactory to Lender. (c) Notwithstanding the foregoing restrictions on Transfers, nothing contained in this Agreement or the other Loan Documents shall in any way restrict or prohibit, nor shall any notice to Lender or consent of Lender be required in connection with, (i) the transfer or issuance of any securities or interests in Westfield America, Inc. ("WEA"), (ii) the merger or consolidation of WEA (iii) the transfer or issuance of any securities or interests in Westfield America Limited Partnership ("▇▇▇▇") or (iv) the merger or consolidation of ▇▇▇▇. With respect to the events set forth in subsections (iii) and (iv) hereof, to the extent that such transfers, issuance of securities or interests, merger or consolidation of ▇▇▇▇ result in a change of ownership or control in ▇▇▇▇, the Borrower must be owned and controlled by an entity that provides the same expertise as ▇▇▇▇ in conducting business of the nature currently conducted by ▇▇▇▇. Prior to completing any action with respect to ▇▇▇▇ pursuant to subsections (iii) and (iv) hereof that will result in a change in control of ▇▇▇▇, the Borrower must deliver to Lender a Rating Comfort Letter and a non-consolidation opinion with regard to the proposed transferee and its partners or members, as the case may be, in form and substance satisfactory to Lender, provided that no Rating Comfort Letter or non-consolidation opinion shall be required in connection with subsection (i) or (ii) hereof. (d) In accordance with the provisions of the entity documents of each Borrower, in no event shall the provisions of this Section 12.1 shall, to the fullest extent permitted by law, 7.7 be null and void and of no force amended or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize modified in any such purchase or transfer, if, 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 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 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, manner until such time as the Borrower has obtained 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 Agreement shall be the close of business on the day of receipt thereof by the CompanyRating Comfort Letter.

Transfers. 12.1 The Optionee may at any time either during the Option Period or thereafter, sell, transfer, or otherwise dispose of all or any portion of its interest in and to the Property and this Agreement provided that any purchaser, grantee or transferee of any such interest shall have first delivered to the Optionor its agreement relating to this Agreement and to the Property, containing: (a) A Member a covenant by such transferee to perform all the obligations of the Optionee to be performed under this agreement in respect of the interest to be acquired by it from the Optionee to the same extent as if this Agreement had been originally executed by the Optionee and such purchaser, grantee or 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 paragraph (a). 12.2 No assignment by the Optionee of any interest less than its entire interest in this Agreement and in the Initial Member may not Transfer Property shall, as between the Optionee and the Optionor, discharge it from any of its obligations hereunder, but upon the transfer by the Optionee 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), the Optionee shall be deemed to be discharged from all obligations hereunder save and except for the fulfillment of contractual commitments accrued due prior to the date on which the Optionee shall have no further interest in this Agreement. 12.3 If the Optionor should receive a bona fide offer from an independent third party (the “Proposed Purchaser”) dealing at arm’s length with the Optionor to purchase all or a part of its Membership Interest without interest in the prior written consent Property, which offer the Optionor desires to accept, or if the Optionor intends to sell all or a part of its interest in the Initial Member, Property: (a) The Optionor shall first offer (the “Offer”) such consent not interest in writing to the Optionee upon terms no less favorable than offered by the proposed Purchaser or intended to be unreasonably withheld. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 shalloffered by the Optionor, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 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)may be. (b) The Initial Member Offer shall admit a transferee specify the price, terms and conditions of a Member's Membership Interest such sale, the name of the Proposed Purchaser and shall, in the case of an intended offer by the Optionor, disclose the person or persons to whom the Optionor intends to offer its interest and, if the offer received by the Optionor from the Proposed Purchaser provides for any consideration payable to the Company only if such transferee Optionor otherwise that in cash, the offer shall include the Optionor’s good faith estimate of the cash equivalent of the non-cash consideration. (ic) has agreed If within a period of 60 days of the receipt of the Offer the Optionee notifies the Optionor in writing that it will accept the offer, the Optionor shall be bound to sell such interest to the Optionee on the terms and conditions of the offer, If the Offer so accepted by the Optionee contains the Optionor’s good faith estimate of the cash equivalent of the non cash consideration as aforesaid, and if the Optionee disagrees with the Optionor’s best estimate, the Optionee shall so notify the Optionor at the time of acceptance and the Optionee shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the Optionee so notifies the Optionor, the acceptance by the Optionee shall be effective and binding upon the Optionor and the Optionee, and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration and shall be payable by the Optionee, subject to prepayment as hereinafter provided, within 60days following its determination by arbitration. The Optionee shall in such case pay to the Optionor, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Optionor being sold, the total purchase price which is specified in its notice to the Optionor and such amount shall be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. (d) If the Optionee fails to notify the Optionor before the expiration of the time limit that it will purchase the interest offered, the Optionor 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, but the terms of this paragraph shall again apply to such interest if the sale to the Proposed Purchaser is not completed within such 60 days. (e) Any sale hereunder shall be conditional upon the Proposed Purchaser delivering a written undertaking to the Optionee, in form and substance satisfactory to its counsel, to be bound by the terms and conditions 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 Agreement shall be the close of business on the day of receipt thereof by the CompanyAgreement.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of all existing 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, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and (v) such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord shall grant consent, within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any such purchase or transfer, if, 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 reasonable legal fees incurred by Benefit Plan InvestorsLandlord in connection with ▇▇▇▇▇▇’s proposed Transfer. A purchaser that is, or is acting on behalf of, an employee benefit plan subject to ERISA or Section 4975 of the Code or Notwithstanding 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 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 the terms provision 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 Lease to the contrary, both the Company Landlord’s consent shall not be required and the Initial Member provisions of this Article 14 shall not be entitled applicable to treat or in connection with (a) any transfer of equity interest in Tenant or any parent of Tenant; or (b) any sublease or assignment to (i) any entity that controls, is controlled by, or is under common control with Tenant; (ii) any subsidiary or parent of Tenant or to any subsidiary of any parent of Tenant, (iii) the transferee surviving entity resulting from a merger or consolidation of a Membership Interest as Tenant; (iv) the absolute owner thereof in acquirer of substantially all respects, and shall incur no liability for distributions of cash Tenant’s assets or stock or (v) any other property made in good faith to it, until such time as a written assignment person or other evidence entity controlled directly or indirectly by any of the consummation of a Transfer that conforms to the requirements foregoing persons or entities (any such assignee or sublessee described in items (a) or (b) of this Section 12.1 14.1 hereinafter referred to as a “Permitted Transferee”). “Control” means the ability, directly or indirectly, to direct management and is reasonably satisfactory to policies of another person or entity, whether through the Initial Member has been received ownership of voting securities, by the Company. The effective date of any Transfer permitted under this Agreement shall be the close of business on the day of receipt thereof by the Companycontract, or otherwise.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (all of the foregoing are hereinafter sometimes referred to collectively as "TRANSFERS" and any entity to whom any Transfer is made or sought to be unreasonably withheldmade is hereinafter sometimes referred to as a "TRANSFEREE"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the "TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "SUBJECT SPACE"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the "Transfer Premium", as that term is defined in Section 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, and (iv) current financial statements of the proposed Transferee (including, without limitation, federal income tax returns for the two (2) most recent years) certified by an officer, partner or owner thereof, and any other information 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. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord's prior written consent shall, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize shall, at Landlord's option, constitute a default by Tenant. Whether or not Landlord consents to any such purchase or transferproposed Transfer, ifTenant shall pay Landlord's review and processing fees, as well as any reasonable legal fees incurred by Landlord, within thirty (30) days after giving effect to such purchase or transferwritten request by Landlord, 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 which fees shall not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (orexceed, in the case of a governmental or church planaggregate, a violation of any similar federal, state or local law)Two Thousand Dollars ($2,000.00) per proposed Transfer. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Lessee shall not, without the prior written consent of Lessor, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder or permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Lessee and its employees, agents and 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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). If Lessee shall desire Lessor’s consent to any Transfer, Lessee shall notify Lessor in writing, which notice (the “Transfer Notice”) shall include: (a) the proposed effective date of the Transfer, which shall not be less than forty-five (45) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice; (b) a description of the portion of the Premises to be transferred (the “Subject Space”); (c) all of the terms of the proposed Transfer and the consideration therefore, including a calculation of the “Transfer Premium,” as that term is defined in Section 13.4 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer; and, (d) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information required by Lessor, which will enable 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 such other information as Lessor may reasonably require. Any purported Transfer of any Membership Interest made without Lessor’s prior written consent or not in contravention of compliance with this Section 12.1 Article 13 shall, to the fullest extent permitted by lawat Lessor’s option, be null and null, void and of no force or effect whatsoevereffect, and shall, at Lessor’s option, constitute a default by Lessee under this Lease. No purchase or transfer Lessee shall, within thirty (30) days after written request by Lessor, reimburse Lessor for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Lessor in connection with its review of a Membership Interest will be effectiveproposed Transfer, and neither the Company nor the Initial Member will recognize any such purchase whether or transfer, if, after giving effect not Lessor consents 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 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)said Transfer. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than If the Initial Member may not Transfer any part Tenant intends to effect a Transfer, in whole or in part, the Tenant shall provide the Landlord with prior written notice of its Membership Interest without intention to effect a Transfer, which written notice shall set out the prior written consent name of the Initial Member, proposed Transferee and its principals and be accompanied by: (i) such consent information regarding the proposed Transferee as the Landlord may reasonably require in order to determine whether or not to be unreasonably withheld. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 shall, consent to the fullest extent permitted by lawproposed Transfer, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveincluding, and neither without limitation, information concerning the Company nor the Initial Member will recognize any such purchase or transfer, if, after giving effect to such purchase or transfer, 25% or more principals of the Membership Interests as determined under 29 C.F.R. Section 2510.3-101Transferee, 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 a detailed breakdown of the Code or proposed Transferee’s, complete credit, financial and business information regarding the proposed Transferee 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 $[*****], plus HST). Such fee excludes any entity deemed to hold plan assets of either of legal fees and disbursements which the foregoing, will Landlord may incur in connection with a request for its consent. The Landlord shall not be required to represent and warrant that consider any request for its investment in the Membership Interests will not result in a 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 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, consent until such time as a written assignment or other evidence it has received all of the consummation of a Transfer that conforms preceding information and monies. The Landlord will, within [*****] days after having received such written notice and all such necessary information and monies, notify the Tenant in writing either that: (iii) it consents (subject to the requirements Tenant complying with all of the provisions of this Section 12.1 and is reasonably satisfactory section 13.3 on its part to be complied with) or does not consent to the Initial Member has been received by Transfer; or (iv) it elects to cancel this Lease in preference to giving its consent. If the Company. The effective date proposed Transfer relates to only a part of any Transfer permitted under the Premises, the Landlord’s right to cancel this Agreement shall Lease will relate only to such part and, in such event, the Tenant will, at its sole cost and expense, arrange for the partitioning of the Premises so as to separate the part being proposed to be transferred from the close remainder of business on the day Premises, subject to the provisions of receipt thereof by the Companysection 9.

Transfers. (a) A Member Each Buyer may in accordance with Applicable Law at any time assign, pledge, hypothecate, or otherwise transfer to one or more banks, financial institutions, investment companies, investment funds or any other Person (each, a “Transferee”) all or a portion of such Buyer’s rights and obligations under this Agreement and the other Program Agreements; provided, that (i) each Seller has consented to such assignment, pledge, hypothecation, or other transfer; provided, however, any such Seller’s consent shall not be required in the event that (A) such Transferee is an Affiliate of the Administrative Agent or (B) an Event of Default has occurred; (ii) absent an Event of Default, the related Buyer shall give at least ten (10) days’ prior notice thereof to the related Seller; and (iii) that each such sale shall represent an interest in the Transactions in an aggregate Purchase Price of $1,000,000 or more, other than the Initial Member may not Transfer any part of its Membership Interest without the prior written consent of the Initial Member, such consent not with respect to be unreasonably withheld. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 shall, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer a participating interest consisting of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, after giving effect pro rata interest in all payments due to such purchase or transfer, 25% or more Buyer under this Agreement and prior to an Event of the Membership Interests as determined under 29 C.F.R. Section 2510.3-101, would be held by Benefit Plan Investors. A purchaser Default such Buyer receives an opinion of a nationally recognized tax counsel experienced in such matters 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 such sale will not result in a non-exempt prohibited transaction under ERISA or Section 4975 either of the Code Issuer or Co-Issuer being subject to tax on its net income as an association (oror publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for U.S. federal income tax purposes. In the event of any such assignment, pledge, hypothecation or transfer by a Buyer of such Buyer’s rights under this Agreement and the other Program Agreements, the Sellers shall continue to deal solely and directly with such Buyer in connection with such Buyer’s rights and obligations under this Agreement. The Buyers (acting as agent for the Sellers) shall maintain at its address referred to in Section 10.04 a register (the “Register”) for the recordation of the names and addresses of Transferees, and the Purchase Price outstanding and Price Differential in the case Transactions held by each thereof. The entries in the Register shall be prima facie conclusive and binding, and the Sellers may treat each Person whose name is recorded in the Register as the owner of a governmental or church plan, a violation the Transactions recorded therein for all purposes of any similar federal, state or local law)this Agreement. No assignment shall be effective until it is recorded in the Register. (b) The Initial Member shall admit a transferee of a Member's Membership Interest Each Buyer may distribute to the Company only if any prospective assignee any document or other information delivered to such transferee (i) has agreed in writing to be bound Buyer by 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 Agreement shall be the close of business on the day of receipt thereof by the CompanySellers.

Transfers. Subject to Clause 5.9 of the Deed of Agency, Trust and Coordination, any Lender (athe “Transferor Bank”) A Member 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 Initial Member may not Transfer any 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 consent of the Borrower; or (B) part of its Membership Interest without rights, benefits and/or obligations hereunder and the prior written other Security Documents to be transferred to a Related Bank with the consent of the Initial Member, Borrower such consent not to be unreasonably withheldwithheld (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 a Joint Arranger if, as a result of such transfer, the aggregate Commitments of the Joint Arrangers would fall below thirty five point one per cent (35.1%) of the aggregate Commitments of all the Lenders together) (any such transferee being herein referred to as a “Transferee Bank”) by delivering to the Facility Agent a Transfer Certificate duly completed and duly executed by the Transferor Bank and the Transferee Bank. Any purported 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 (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 Membership Interest 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 contravention relation to any Transfer Certificate:- (i) 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 same proportion of its Percentage and of its Contribution; (ii) a Transfer Certificate shall only be in respect of rights and obligations of the 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 case may be and such other rights and obligations may only be transferred in accordance with any applicable provisions of this Section 12.1 shall, Agreement; (iii) a Transfer Certificate shall take effect in accordance with English law as follows:- (a) to the fullest extent permitted by lawspecified in the Transfer Certificate, be null the Transferor Bank’s payment rights and void 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 no force any rights or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither equities which the Company nor Borrower had against the Initial Member will recognize any such purchase or transfer, if, 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 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).Transferor Bank; (b) The Initial Member shall admit a transferee of a Member's Membership Interest the Transferor Bank’s Commitment is discharged to the Company only if such transferee extent specified in the Transfer Certificate; (ic) has agreed the Transferee Bank becomes a Lender with a Contribution, a Percentage and a Commitment of the amounts specified in writing 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 terms 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 Borrower against the Transferor Bank had not existed; (f) the Transferee Bank becomes entitled to all the rights under 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 Deed of Agency, Trust and Coordination which are applicable to the Company. Notwithstanding anything contained herein Lenders generally, including but not limited to those relating to the contraryMajority Banks and those under Clauses 6.6 (Market disruption; non-availability), both 7 (Illegality, Increased Costs and Force Majeure) and 14 (Fees), and to the Company and extent that the Initial Member shall Transferee Bank becomes entitled to such rights, the Transferor Bank ceases to be entitled to treat them; (g) the transferee of a Membership Interest as the absolute owner thereof in all respects, rights 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 equities of the consummation Borrower referred to above include, but are not limited to, any right of a set off and any other kind of cross-claim; and (h) the Borrower and each of the other Banks hereby irrevocably authorise and instruct the Facility Agent to sign any such Transfer that conforms Certificate on its behalf and undertake not to the requirements of this Section 12.1 and is reasonably satisfactory to the Initial Member has been received by the Companywithdraw, revoke or qualify such authority or instruction at any time. The effective date Promptly upon its signature of any Transfer permitted under this Agreement Certificate, the Facility Agent shall be notify the close of business on Borrower, the day of receipt thereof by other Agents, the CompanyTransferor Bank and the Transferee Bank.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of all existing 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, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and (v) such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither shall, at Landlord’s option, constitute a default by Tenant under this Lease. Each time Tenant requests Landlord’s consent to a proposed Transfer, whether or not Landlord shall grant consent, 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 Company nor 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 Initial Member will recognize 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 purchase assignment or transfersublease shall be effectuated, ifand (c) such other information concerning the Related Entity as Landlord may reasonably require, after giving effect 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 purchase 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 transferstorage of any Hazardous Materials (other than nominal amounts of ordinary household cleaners, 25% 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 Membership Interests 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 determined a “Permitted Transferee”. Any Permitted Transfer shall in no way relieve Tenant of any liability Tenant may have under 29 C.F.R. Section 2510.3-101, would this Lease and such assignee or sublessee shall be held by Benefit Plan Investorsjointly and severally liable with Tenant hereunder. 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 Notwithstanding the foregoing, will 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 represent 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 warrant that its investment in (z) Tenant shall not be required to provide Landlord with additional information pursuant to Section 14.1(v) above. From and after the Membership Interests will not result in a nontwenty-exempt prohibited transaction under ERISA or Section 4975 fourth (24th) month of the Code (orTerm, notwithstanding the provisions of Section 14.2.5 below, in evaluating the case financial worth and stability of a governmental or church plan, a violation sublessee 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 the terms of this Agreement by becoming a party hereto and (ii) has delivered such additional documentation as the Initial Member Sublease Space, Landlord shall reasonably require evaluate such financial strength based upon such sublessee’s ability to so admit such transferee to the Company. Notwithstanding anything contained herein to the contrary, both the Company and perform its obligations under its sublease for 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 Agreement shall be the close of business on the day of receipt thereof by the CompanySublease Space.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Except as set forth in Section 14.7, Tenant shall not, without the prior written consent of Landlord, which shall not be unreasonably withheld if Landlord does not elect to proceed under Section 14.4 below, assign or otherwise transfer this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than forty-five (45) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium,” as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee and a copy of all operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee 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 other action under this Article 14 (including Landlord’s right of recapture, if any, under Section 14.4 of this Lease). As a condition to Landlord’s consent to any proposed assignment of this Lease, Landlord may, at Landlord’s sole option, require the assigning Tenant to guaranty the proposed 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 acceptable to Landlord. Any purported 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 shall grant consent, Tenant shall pay Landlord’s review and processing fees, as well as any Membership Interest in contravention reasonable legal fees incurred by Landlord, within thirty (30) days after written request by Landlord. Notwithstanding any contrary provision of this Section 12.1 shallLease, 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 fullest extent permitted by law, be null and void and of no force such proposed Transferee waives all other remedies against Landlord, including without limitation, the right to seek monetary damages or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 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)terminate this Lease. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof (which Landlord shall treat as confidential and not disclose), (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize any such purchase shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or transfernot Landlord shall grant consent, ifwithin thirty (30) days after written request by Landlord, after giving effect Tenant shall pay 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 Landlord One Thousand Five Hundred Dollars ($1,500.00) 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 reimburse Landlord for its review and warrant that its investment in the Membership Interests will not result in a 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 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 respectsprocessing fees, and Tenant shall incur no liability also reimburse Landlord for distributions of cash or other property made any reasonable legal fees incurred by Landlord 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 Agreement shall be the close of business on the day of receipt thereof by the Companyconnection with Tenant’s proposed Transfer.

Transfers. (a) A Member other than Prior to the Initial Member may repayment in full of the Note, the Borrower shall not Transfer assign or attempt to assign the Loan Modification Agreement or any right therein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Property, the Improvements thereon, or any portion thereof or interest therein (referred to hereinafter as a “Transfer”), without prior written approval of the City, except as otherwise permitted in this Note or the Loan Modification Agreement. Consent to one such transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. City shall not unreasonably withhold or delay its Membership Interest consent. If consent should be given, any such transfer shall be subject to this Section 13, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein, subject to the provisions of subsection 13(e)(iii), below. (b) Any such proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the City, to fulfill the obligations undertaken by Borrower in the Loan Modification Agreement and this Note. Any such proposed transferee, by instrument in writing satisfactory to the City and in form recordable among the land records of San Diego County, for itself and its successors and assigns, and for the benefit of the City shall expressly assume all of the obligations of the Borrower under the Loan Modification Agreement, and agree to be subject to all conditions and restrictions applicable to the Borrower in this Note, subject to the provisions of subsection 13(e)(iii). There shall be submitted to the City for review all instruments and other legal documents proposed to affect any such transfer; and if approved by the City its approval shall be indicated to the Borrower in writing. (c) In the absence of specific written agreement by the City, no unauthorized Transfer, or approval thereof by the City, shall be deemed to relieve the Borrower or any other party from any obligations under the Loan Modification Agreement. (d) In the event of a Transfer without the prior written consent of the Initial MemberCity, such consent not the principal balance of the Note, with interest, shall be immediately due and payable in full. (i) As used herein, “Transfer” includes the sale, transfer or conveyance of the Property, the Improvements, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, or any agreement to be unreasonably withheld. Any purported Transfer do so; the execution of any Membership Interest installment land sale contract or similar instrument affecting all or a portion of the Property or the Improvements; or the lease of all or substantially all of the Property or Improvements, except as provided in contravention subparagraph (e)(iii) of this Section 12.1 shall13, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 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)below. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written reasonable consent of Landlord except as provided herein to the Initial Membercontrary, assign, mortgage, pledge, hypothecate, encumber, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such consent not foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a "Transferee"). Any purported Transfer of any Membership Interest in contravention For purposes of this Lease, an "Approved Transferee" shall mean (i) any Affiliate (as defined in Section 12.1 shall14.5 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 fullest extent permitted terms and conditions of this Article 14, and (iii) any sublessee of the entire Office Space portion of the Premises then leased by law, be null Tenant for the entire balance of the Lease Term which sublessee is approved by Landlord pursuant to the terms and void and conditions of this Article 14. In no force or effect whatsoever. No purchase or transfer event shall the terms of a Membership Interest will proposed Transfer provide the Transferee with a right of first offer to all or any portion of the Premises. If Tenant shall desire Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the "Transfer Notice") shall include (i) the proposed effective date of the Transfer, which shall not be effectiveless than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) the substantive terms of the proposed Transfer and the consideration therefor, the name and address of the proposed Transferee, and neither a copy of all existing and/or proposed documentation pertaining to the Company nor proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the Initial Member will recognize any such purchase agreements incidental or transfer, if, after giving effect related to such purchase or transferTransfer, 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 non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, iv) in the case of a governmental proposed assignment of the Lease or church plana proposed sublease involving three (3) or more floors of the Premises, a violation current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) any similar federalother information reasonably required by Landlord, state or local law). which will enable Landlord to determine the financial responsibility (b) The Initial Member shall admit a transferee in the case of a Memberproposed assignment of the Lease or a proposed sublease involving three (3) or more floors of the Premises), 804296.08/LAH4321-047/10-7-08/nng/law -▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] character, and reputation of the proposed Transferee, nature of such Transferee's Membership Interest to business and proposed use of the Company only if such transferee (i) has agreed in writing to be bound by the terms of this Agreement by becoming a party hereto Subject Space, and (iivi) has delivered such additional documentation other information as Landlord may reasonably require. Landlord shall approve or disapprove of the proposed Transfer within fifteen (15) days after Landlord's receipt of the applicable Transfer Notice. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect. Whether or not Landlord shall grant consent, Tenant shall, 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 $1,500.00 during the Initial Member shall reasonably require to so admit such transferee to Period, and $3,000.00 during the CompanyExtended Term. Notwithstanding anything contained herein in this Lease to the contrary, both no restriction in any other tenant or subtenant's lease or sublease restricting the Company and subleasing of space to another tenant in the Initial Member Real Property shall be entitled enforced by Landlord as to treat Tenant and/or the transferee 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 a Membership Interest comparable size as the absolute owner thereof 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 all respects, and shall incur no liability for distributions of cash the Building then leased by Tenant under this Lease or other property made in good faith to it, until such time as a written assignment or other evidence is located below the 30th floor of the consummation Building (unless Landlord has available space in the Building for direct lease to Tenant of a Transfer comparable size as the Proposed Sublease Space and such available space consists of space in the Building 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 was once leased under this Agreement shall be Lease but subsequently terminated by Tenant pursuant to Section 2.4 above and/or Section 2.3.3 of the close of business on the day of receipt thereof by the Company.Tenant Work Letter)

Transfers. 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 sell, assign, transfer, encumber, or otherwise dispose of (“Transfer”), directly or indirectly, any of the Senior Secured Notes, Convertible Notes, or any right or interest therein (collectively, the “Claims and Interests”) (including grant any proxies, deposit into a voting trust, or enter into a voting agreement with respect to such Claims and Interests), and any purported Transfer shall be void and without effect unless the transferee thereof (a) A Member is an Initial Consenting Holder, (b) is a Related Fund of an Initial Consenting Holder, or (c) any other than Person consented to by the Initial Member may not Transfer any part of its Membership Interest without the prior written consent of the Initial Member, Issuer (such consent not to be unreasonably conditioned, withheld. Any purported Transfer of any Membership Interest , or delayed), provided that, before such Transfer, such transferee shall agree in contravention of this Section 12.1 shall, to writing for the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, after giving effect to such purchase or transfer, 25% or more benefit 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 Parties 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 become a Consenting Holder and warrant that its investment in the Membership Interests will not result in a 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 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 Issuer before such Transfer) by becoming executing a party joinder agreement in the form attached hereto as Exhibit 1 (a “Joinder Agreement”) and (ii) has delivered delivering an executed copy of the same within two Business Days following such additional documentation as execution, to Ropes, Pillsbury, and ▇▇▇▇ ▇▇▇▇▇▇▇▇, in which event, the Initial Member transferee shall reasonably require be deemed to so admit such transferee be a Subsequent Consenting Holder hereunder to the Company. Notwithstanding anything contained herein to the contrary, both the Company extent of such transferred rights and obligations and the Initial Member transferor shall be entitled deemed to treat the transferee relinquish certain of a Membership Interest as the absolute owner thereof in all respects, its rights (and shall incur no liability for distributions be released from certain 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 its obligations) under this Agreement to the extent of such transferred rights and obligations. Each Consenting Holder agrees that any Transfer of any Claim and Interest that does not comply with the terms and procedures set forth herein shall be deemed void ab initio, and each other Party shall have the close right to enforce the voiding of business on the day of receipt thereof by the Companysuch Transfer.

Transfers. Except in connection with a Permitted Transfer (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest as that term is defined in Section 14.8 below), Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or enter into any license or concession agreements or otherwise permit the occupancy or use of the 4▇▇▇-▇▇▇▇-▇▇▇▇.5 391174.00001/5-24-21//mem -3▇- ▇▇▇▇▇▇ ▇▇▇▇▇ [Turning Point Therapeutics] 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 unreasonably withheldmade is hereinafter sometimes referred to as a "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the "Transfer Notice") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the "Transfer Premium", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord's prior written consent shall, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize shall, at Landlord's option, constitute an Event of Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, within thirty (30) days after written request by Landlord, provided that such fees shall not exceed Two Thousand Five Hundred Dollars ($2,500.00) for any such purchase or transfer, if, 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 Transfer request made in the Membership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 ordinary course of the Code (orbusiness, 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 and no such transferee (i) has agreed in writing to be bound by 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 fee shall be entitled to treat the transferee of payable in connection with 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 Agreement shall be the close of business on the day of receipt thereof by the CompanyPermitted Transfer.

Transfers. Notwithstanding any provisions of this Article 13 to the contrary: (a) A Member other than Tenant shall have the Initial Member may not Transfer any part of its Membership Interest right to assign or sublet, without the Landlord’s prior written consent consent, to any parent, subsidiary or affiliate of the Initial MemberTenant, such consent not or to any partnership, corporation or other business entity into or with which Tenant shall be unreasonably withheldmerged, converted or consolidated or to which all of Tenant’s assets may be transferred, or to any entity to which Tenant transfers its assets. Any purported Transfer of any Membership Interest in contravention For purposes of this Section 12.1 shallparagraph, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, after giving effect to such purchase or transfer, 25% “Affiliate” shall mean: (i) an entity which owns fifty percent (50%) 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 isoutstanding common stock of Tenant, or is acting on behalf of(ii) an entity which has fifty percent (50%) or more of its common stock owned by Tenant, or (iii) an employee benefit plan subject to ERISA or Section 4975 entity which purchases substantially all of the Code assets of Tenant and has a net worth equal to or greater than Tenant, or (iv) an entity which is the surviving entity in a merger pursuant to law with the Tenant. Tenant shall have the right to assign the Lease, without Landlord’s prior written consent, to any entity deemed that is the direct successor to hold plan assets of either of Tenant. Notwithstanding, no such assignment shall be made by Tenant to any such entity that cannot fulfill Tenant’s obligations under the foregoing, will be required Lease. Tenant agrees to represent notify Landlord in writing within ten (10) days after any such assignment and warrant that its investment in agrees to execute the Membership Interests will not result in a non-exempt prohibited transaction under ERISA necessary Lease documentation between Landlord and Tenant perfecting such assignment 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)sublease. (b) The Initial Member Tenant shall admit have the right to sublet all or a transferee of a Member's Membership Interest to the Company only if such transferee (i) has agreed in writing to be bound by 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 portion of the consummation 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 net profit generated by any such sublease on a 50/50 basis. Tenant shall provide Landlord with at least thirty (30) days prior written notice of a Transfer that conforms its intent to sublease or assign all or part of the requirements Premises. Landlord shall then have fifteen (15) days following Tenant’s notice of this Section 12.1 and is reasonably satisfactory its intent to sublease or assign all or part of the Initial Member has been received by the Company. The effective date premises to notify Tenant of any Transfer permitted under this Agreement shall be the close of business on the day of receipt thereof by the Companyits intent to approve or disapprove such sublease or assignment.

Transfers. 12.1 The Optionee may at any time either during the Option Period or thereafter, sell, transfer, or otherwise dispose of all or any portion of its interest in and to the Property and this Agreement provided that any purchaser, grantee or transferee of any such interest shall have first delivered to the Optionor its agreement relating to this Agreement and to the Property, containing: (a) A Member a convenant by such transferee to perform all the obligations of the Optionee to be performed under this agreement in respect of the interest to be acquired by it from the Optionee to the same extent as if this Agreement had been originally executed by the Optionee and such purchaser, grantee or transferee as joint and several obligers 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 paragraph (a). 12.2 No assignment by the Optionee of any interest less than its entire interest in this Agreement and in the Initial Member may not Transfer Property shall, as between the Optionee and the Optionor, discharge it from any of its obligations hereunder, but upon the transfer by the Optionee 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), the Optionee shall be deemed to be discharged from all obligations hereunder save and except for the fulfillment of contractual commitments accrued due prior to the date on which the Optionee shall have no further interest in this Agreement. 12.3 If the Optionor should receive a bona fide offer from an independent third party (the “Proposed Purchaser”) dealing at arm’s length with the Optionor to purchase all or a part of its Membership Interest without interest in the prior written consent Property, which offer the Optionor desires to accept, or if the Optionor intends to sell all or a part of its interest in the Initial Member, Property: (a) The Optionor shall first offer (the “Offer”) such consent not interest in writing to the Optionee upon terms no less favourable than offered by the proposed Purchaser or intended to be unreasonably withheld. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 shalloffered by the Optionor, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 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)may be. (b) The Initial Member Offer shall admit a transferee specify the price, terms and conditions of a Member's Membership Interest such sale, the name of the Proposed Purchaser and shall, in the case of an intended offer by the Optionor, disclose the person or persons to whom the Optionor intends to offer its interest and, if the offer received by the Optionor from the Proposed Purchaser provides for any consideration payable to the Company only if such transferee Optionor otherwise that in cash, the offer shall include the Optionor’s good faith estimate of the cash equivalent of the non-cash consideration. (ic) has agreed If within a period of 60 days of the receipt of the Offer the Optionee notifies the Optionor in writing that it will accept the offer, the Optionor shall be bound to sell such interest to the Optionee on the terms and conditions of the offer, If the Offer so accepted by the Optionee contains the Optionor’s good faith estimate of the cash equivalent of the non cash consideration as aforesaid, and if the Optionee disagrees with the Optionor’s best estimate, the Optionee shall so notify the Optionor at the time of acceptance and the Optionee shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the Optionee so notifies the Optionor, the acceptance by the Optionee shall be effective and binding upon the Optionor and the Optionee, and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration and shall be payable by the Optionee, subject to prepayment as hereinafter provided, within 60days following its determination by arbitration. The Optionee shall in such case pay to the Optionor, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Optionor being sold, the total purchase price which is specified in its notice to the Optionor and such amount shall be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. (d) If the Optionee fails to notify the Optionor before the expiration of the time limit that it will purchase the interest offered, the Optionor 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, but the terms of this paragraph shall again apply to such interest if the sale to the Proposed Purchaser is not completed within such 60 days. (e) Any sale hereunder shall be conditional upon the Proposed Purchaser delivering a written undertaking to the Optionee, in form and substance satisfactory to its counsel, to be bound by the terms and conditions 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 Agreement shall be the close of business on the day of receipt thereof by the CompanyAgreement.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade 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 twenty (20) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "SUBJECT SPACE"), (iii) all of the material terms of the proposed Transfer and the consideration therefor (including calculation of the "Transfer Premium", as that term is defined in Section 14.3 below, in connection with such Transfer), the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord's prior written consent shall, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize any such purchase or transfershall, ifat Landlord's option, after giving effect to such purchase or transfer, 25% or more of the Membership Interests as determined constitute a default by Tenant 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 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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.19.1.7

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Lessee shall not, without the prior written consent of Lessor, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder or permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Lessee and its employees, agents and 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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). If Lessee shall be required to obtain Lessor’s consent to any Transfer, Lessee shall notify Lessor in writing, which notice (the “Transfer Notice”) shall include: (a) 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; (b) a description of the portion of the Premises to be transferred (the “Subject Space”); (i) all of the terms of the proposed Transfer and the consideration therefore, including a calculation of the “Transfer Premium,” as that term is defined in Article 13.4 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, including all operative assignment or subletting documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer; and, (c) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Lessor, which will enable 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 such other information as Lessor may reasonably require. Any purported Transfer of any Membership Interest made without Lessor’s prior written consent or not in contravention of compliance with this Section 12.1 Article 13 shall, to the fullest extent permitted by lawat Lessor’s option, be null and null, void and of no force or effect whatsoevereffect, and shall, at Lessor’s option, constitute a default by Lessee under this Lease. No purchase or transfer Lessee shall, within thirty (30) days after written request by Lessor, reimburse Lessor for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Lessor in connection with its review of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, after giving effect proposed Transfer up to such purchase or transfer, 25% or more a maximum 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 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)$5,000. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than If the Initial Member may not Transfer any part Tenant intends to effect a Transfer, in whole or in part, the Tenant shall provide the Landlord with prior written notice of its Membership Interest without intention to effect a Transfer, which written notice shall set out the prior written consent name of the Initial Member, such consent not to proposed Transferee and its principals and be unreasonably withheld. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 shall, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 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).accompanied by: (b) The Initial Member shall admit a transferee of a Member's Membership Interest to the Company only if such transferee (i) has agreed such information regarding the proposed Transferee as the Landlord may reasonably require in writing order to be bound by determine whether or not to consent to the terms proposed Transfer, including information concerning the principals of this Agreement by becoming the Transferee, a party hereto detailed breakdown of the proposed Transferee’s, and its principals’ prior business experience, complete credit, financial and business information regarding the proposed Transferee and its principals and an original copy of all documents and agreements relating to the proposed Transfer; and (ii) has delivered such additional documentation as the Initial Member 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 legal fees and disbursements which the Landlord may incur in connection with a request for its consent, which shall reasonably require also be payable by the Tenant. The Landlord is not required 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 consider any request for distributions of cash or other property made in good faith to it, its consent until such time as a written assignment or other evidence it has received all of the consummation of a Transfer that conforms preceding information and monies. The Landlord will, within 30 days after having received such written notice and ail such necessary information and monies, notify the Tenant in writing either that: (iii) it consents (subject to the requirements Tenant complying with all of the provisions of this Section 12.1 and is reasonably satisfactory section 13.3 on its part to be complied with) or does not consent to the Initial Member has been received by Transfer; or (iv) it elects to cancel this Lease in preference to giving its consent. If the Company. The effective date proposed Transfer relates to only a part of any Transfer permitted under the Premises, the Landlord’s right to cancel this Agreement shall Lease will relate only to such part and, in such event, the Tenant will, at its sole cost and expense, arrange for the partitioning of the Premises so as to separate the part being proposed to be transferred from the close remainder of business on the day Premises, subject to the provisions of receipt thereof by the Companysection 9.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written reasonable consent of Landlord except as provided herein to the Initial Membercontrary, assign, mortgage, pledge, hypothecate, encumber, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such consent not foregoing transfer of this Lease or any interest hereunder by operation of law except as provided herein, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). Any purported Transfer of any Membership Interest in contravention For purposes of this Lease, an “Approved Transferee” shall mean (i) any Affiliate (as defined in Section 12.1 shall14.5 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 fullest extent permitted terms and conditions of this Article 14, and (iii) any sublessee of the entire Office Space portion of the Premises then leased by law, be null Tenant for the entire balance of the Lease Term which sublessee is approved by Landlord pursuant to the terms and void and conditions of this Article 14. In no force or effect whatsoever. No purchase or transfer event shall the terms of a Membership Interest will proposed Transfer provide the Transferee with a right of first offer to all or any portion of the Premises. If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be effectiveless than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) the substantive terms of the proposed Transfer and the consideration therefor, the name and address of the proposed Transferee, and neither a copy of all existing and/or proposed documentation pertaining to the Company nor proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the Initial Member will recognize any such purchase agreements incidental or transfer, if, after giving effect related to such purchase or transferTransfer, 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 non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, iv) in the case of a governmental proposed assignment of the Lease, current financial statements of the proposed Transferee certified by an officer, partner or church planowner thereof, a violation of (v) any similar federalother information reasonably required by Landlord, state or local law). which will enable Landlord to determine the financial responsibility (b) The Initial Member shall admit a transferee in the case of a Member's Membership Interest to proposed assignment of the Company only if Lease), character, and reputation of the proposed Transferee, nature of such transferee (i) has agreed in writing to be bound by Transferee’s business and proposed use of the terms of this Agreement by becoming a party hereto Subject Space, and (iivi) has delivered such additional documentation other information as Landlord may reasonably require. Landlord shall approve or disapprove of the proposed Transfer within fifteen (15) days after Landlord’s receipt of the applicable Transfer Notice. Any Transfer made without Landlords prior written consent shall, at Landlord’s option, be null, void and of no effect. Whether or not Landlord shall grant consent, Tenant shall, 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, Landlord’s legal fees and expenses in connection with the review of such sublease shall not exceed $2,500.00 during the Initial Member shall reasonably require to so admit such transferee to the CompanyLease Term, and $5,000.00 during any extension thereafter. Notwithstanding anything contained herein in this Lease to the contrary, both no restriction in any other tenant or subtenant’s lease or sublease restricting the Company and subleasing of space to another tenant in the Initial Member Real Property shall be entitled enforced by Landlord as to treat Tenant and/or the transferee other tenant or subtenant so as to prevent or restrict an assignment, sublease or sub-sublease to Tenant if either Landlord has no available space in the Retail Area for direct lease to Tenant of a Membership Interest comparable size as the absolute owner thereof in all respectsproposed space to be assigned to or sublet by Tenant from such other tenant or subtenant (herein, 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 Agreement shall be the close of business on the day of receipt thereof by the Company“Proposed Sublease Space”).

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of the Initial MemberLandlord (except as otherwise provided in Section 14.8 below), such which consent shall not to be unreasonably withheld. Any purported Transfer , conditioned or delayed (subject to the terms of Section 14.2, below), assign, mortgage, pledge, hypothecate, encumber, or permit any Membership Interest in contravention 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, subject to the terms of this Section 12.1 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 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 twenty (20) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the "Transfer Premium", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord'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 certified by an officer, partner or owner thereof 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. Any Transfer made without Landlord's prior written consent (or deemed consent) shall, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any such purchase or transferproposed Transfer, ifTenant shall pay Landlord's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, within thirty (30) days after giving effect to such purchase or transferwritten request by Landlord ("Transfer Fee"), 25% or more of the Membership Interests as determined under 29 C.F.R. Section 2510.3-101provided, 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 Tenant shall not be required to represent and warrant that its investment pay more than Two Thousand Five Hundred Dollars ($2,500.00) as a Transfer Fee in connection with any one Transfer in the Membership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 ordinary course of the Code (orbusiness, in the case of a governmental or church plan, a violation of any similar federal, state or local law). (b) The Initial Member Landlord shall admit a transferee 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 Member's Membership Interest proposed Transfer following Landlord’s failure to the Company only if such transferee (i) has agreed in writing to be bound by the terms of this Agreement by becoming a party hereto and (ii) has delivered such additional documentation timely respond 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 Companyset forth above. The effective date of any foregoing Transfer permitted under this Agreement Fee cap shall be increase by ten percent (10%) after each five (5) year period during the close of business on the day of receipt thereof by the CompanyLease Term.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld as further described below: (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, by operation of Law or otherwise, (ii) sublet the Initial MemberPremises or any part thereof, such consent not (iii) permit the use of the Premises by any Persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”), or (iv) advertise for Transfers. If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice shall include: (a) the proposed effective date (which shall not be less than thirty (30) nor more than 180 days after Tenant’s notice), (b) the portion of the Premises to be Transferred (herein called the “Subject Space”), (c) the terms of the proposed Transfer and the consideration therefor, the name, address and background information concerning the proposed Transferee, and a true and complete copy of all proposed Transfer documentation, (d) financial statements (balance sheets and income/expense statements for the current and prior year) of the proposed Transferee, in form and detail reasonably satisfactory to Landlord, certified by an officer, partner or owner of the 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 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 or as Landlord may reasonably request. Any purported Transfer of any Membership Interest in contravention of made without complying with this Section 12.1 Article shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 iseffect, 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 shall constitute a 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 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 Default under this Agreement Lease. Whether or not Landlord shall be the close of business on the day of receipt thereof grant consent, Tenant shall pay $500 towards Landlord’s review and processing expenses, as well as any reasonable legal fees incurred by the CompanyLandlord, within fifteen (15) days after Landlord’s written request.

Transfers. 11.1 The Optionee may at any time (and from time to time) either during the Option Period or thereafter, sell, transfer or otherwise dispose of all or any portion of its interest in and to the Property and this Agreement provided that any purchaser, grantee or transferee of any such interest will have first delivered to the Optionor its agreement related to this Agreement and to the Property, containing (a) A Member a covenant by such transferee to perform all the obligations of the Optionee to be performed under this Agreement in respect of the interest to be acquired by it from the Optionee to the same extent as if this Agreement had been originally executed by the Optionee 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 § 11.1. 11.2 No assignment by the Optionee of any interest less than its entire interest in this Agreement and in the Initial Member may not Transfer Property will, as between the Optionee and the Optionor, discharge it from any part of its Membership Interest without obligations hereunder, but upon the prior written consent transfer by the Optionee of the Initial Memberentire 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), such consent not the Optionee will be deemed to be unreasonably withheld. Any purported Transfer discharged from all obligations hereunder save and except for the fulfilment of any Membership Interest contractual commitments accrued due before the date on which the Optionee will have no further interest in contravention this Agreement. 11.3 If the Optionor (a) receives a bona fide offer from an independent third party (“Proposed Purchaser”) dealing at arm’s length with the Optionor to purchase all or substantially all of this Section 12.1 shallits interest in the Property, which offer the Optionor desires to accept, or (b) in the event that the Optionor intends to sell all or substantially all of its interest in the Option or the Property, the Optionor will first offer (the “Offer”) such interest in writing to the fullest extent permitted Optionee upon terms no less favourable than those offered by lawthe Proposed Purchaser or intended to be offered by the Optionor, be null as the case may be. 11.4 The Offer will specify the price and void terms and conditions of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectivesuch sale, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, after giving effect to such purchase or transfer, 25% or more name 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 non-exempt prohibited transaction under ERISA or Section 4975 of the Code Proposed Purchaser (orwhich term will, in the case of an intended offer by the Optionor, mean the person or persons to whom the Optionor intends to offer its interest or is likely to so offer it) and, if the offer received by the Optionor from the Proposed Purchaser provides for any consideration payable to the Optionor otherwise than in cash, the Offer will include the Optionor good faith estimate of the cash equivalent of the non-cash consideration. 11.5 If within a governmental or church planperiod of 30 days of the receipt of the Offer the Optionee notifies the Optionor in writing that it will accept the same, a violation the Optionor will be bound to sell such interest to the Optionee (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. 11.6 If the Offer so accepted by the Optionee contains the Optionor’s good faith estimate of the cash equivalent consideration as aforesaid, and if the Optionee disagrees with the Optionor’s best estimate, the Optionee will so notify the Optionor at the time of acceptance and the Optionee will, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. 11.7 If the Optionee so notifies the Optionor, the acceptance by the Optionee will be effective and binding upon the Optionee and the Optionor and the cash equivalent of any similar federalsuch non-cash consideration will be determined by binding arbitration under the Commercial Arbitration Act (British Columbia) and will be payable by the Optionee, state or local law)subject to prepayment as hereinafter provided, within 10 days following its determination by arbitration. (b) 11.8 The Initial Member shall admit Optionee will in such case pay to the Optionor, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Optionor being sold, the total purchase price which is specified in its notice to the Optionor and such amount will be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. 11.9 If the Optionee fails to notify the Optionor before the expiration of the time limited therefor that it will purchase the interest offered, the Optionor 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 transferee period of 45 days, provided that the terms of this Part 11 will again apply to such interest if the sale to the Proposed Purchaser is not completed within the said 45 days. 11.10 Any sale hereunder will be conditional upon the delivery by the Proposed Purchaser to the Optionee of a Member's Membership Interest written undertaking, in form and substance satisfactory to counsel for the Company only if such transferee (i) has agreed in writing Optionee, to be bound by the terms and conditions 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 Agreement shall be the close of business on the day of receipt thereof by the CompanyAgreement.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of all existing 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, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and (v) such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize any such purchase shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or transfernot Landlord shall grant consent, ifwithin thirty (30) days after written request by Landlord, after giving effect Tenant shall pay 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 Landlord Two Thousand Five Hundred Dollars ($2,500.00) 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 reimburse Landlord for its review and warrant that its investment in the Membership Interests will not result in a 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 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 respectsprocessing fees, and Tenant shall incur no liability also reimburse Landlord for distributions of cash or other property made any reasonable legal fees incurred by Landlord 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 Agreement shall be the close of business on the day of receipt thereof by the Companyconnection with Tenant’s proposed Transfer.

Transfers. (aExcept as provided in Paragraph 20(D) A Member other than the Initial Member may not Transfer any part of its Membership Interest below, Tenant shall not, without the prior written consent of Landlord, (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, directly or indirectly, this Lease or any interest hereunder, by operation of law or otherwise, (ii) sublet the Initial MemberPremises or any part thereof, such consent not or (iii) otherwise permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). Any purported Transfer of If Tenant desires Landlord’s consent to any Membership Interest Transfer, Tenant shall notify Landlord in contravention of this Section 12.1 shallwriting, to which notice shall include: (a) the fullest extent permitted by law, proposed effective or commencement date (which shall not be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, less than twenty-one (21) days 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 non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, Tenant’s notice in the case of a governmental sublease of one (1) floor or church planless of the Premises and shall not be less than thirty (30) days with respect to a sublease of more than one (1) floor of the Premises or an assignment of the Lease or other Transfer), a violation and, except in the case of any similar federalan assignment, state or local law). the proposed expiration date, (b) The Initial Member shall admit a transferee in the case of a Member's Membership Interest sublease, a description or depiction of the portion of the Premises to be Transferred (herein called the “Subject Space”), (c) the material terms of the proposed Transfer, including the consideration therefor, (d) the name and address of the proposed Transferee, and a copy of all then existing documentation entered into between Tenant and the proposed Transferee, if any, pertaining to the Company only if such transferee proposed Transfer, (ie) has agreed in writing a description of the nature of the subtenant’s or assignee’s business to be bound by conducted at the terms of this Agreement by becoming a party hereto Premises or the Subject Space, (f) current financial information with respect to the proposed Transferee, including its most recent financial statements, and (iig) has delivered such additional documentation as the Initial Member shall reasonably require to so admit such transferee a form of sublease or assignment document substantially similar to the Company. Notwithstanding anything contained herein form of sublease or assignment document to be executed in connection with such Transfer (it being understood that a fully executed copy of the actual sublease or assignment document shall be delivered to Landlord by Tenant prior to Landlord’s delivery of an executed consent (or prior to the contrarytime that Landlord is deemed to have consented) to such assignment or sublease, both as provided in Paragraph 20(B) below; provided, that in lieu of the Company items described in the foregoing clauses (a), (b), (c), (d), (e) and (g), Tenant may deliver to Landlord a copy of the Initial Member applicable executed sublease or assignment document. Any Transfer made without complying with this Article, at Landlord’s option, shall be entitled null, void and of no effect, and, following the delivery of Landlord’s written notice and lapse of Tenant’s opportunity to treat the transferee of cure pursuant to Paragraph 22(A)(viii), shall constitute a Membership Interest as the absolute owner thereof in all respects, and Default. Tenant shall incur no liability for distributions of cash or also deliver to Landlord such other property made in good faith non-confidential information regarding any Transferee 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 requiring Landlord’s consent hereunder as Landlord may reasonably satisfactory to the Initial Member has been received by the Company. The effective date of any Transfer permitted under this Agreement shall be the close of business on the day of receipt thereof by the Companyrequest.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Except as permitted in Section 14.5 and Article 20 below, Tenant shall not, without the prior written consent of Landlord, 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 Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade 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 after nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) all of the material terms of the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord to determine the financial responsibility, character and business experience of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord's prior written consent shall, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize any such purchase or transfershall, ifat Landlord's option, after giving effect to such purchase or transferconstitute a default by Tenant under Section 19.1 of this Lease, 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 Tenant's right 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 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)cure such default. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership 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, 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 Initial MemberPremises or any part thereof, such consent not 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 unreasonably withheldmade 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 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 form of master Landlord consent document in connection with the documentation of the approval 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 purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither 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 actual, out of pocket expenses including reasonable attorneys’ fees incurred in connection with the Company nor proposed Transfer up to the Initial Member will recognize any such purchase or transfermaximum aggregate sum of $1,500.00, if, after giving effect upon the earlier to such purchase or transfer, 25% or more occur 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 isLandlord’s consent, 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 non-exempt prohibited transaction under ERISA or Section 4975 of the Code within thirty (or, in the case of a governmental or church plan, a violation of any similar federal, state or local law)30) days after written request by Landlord. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than Subject to the Initial Member may not Transfer any part te1rns of its Membership Interest Section 14.7 below, Tenant shall not, without the prior written consent of Landlord, which consent shall not be umeasonably withheld or delayed in accordance with tl1e terms hereof, assign, mortgage, pledge, hypothecate, encumber, or perrnit 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 Initial MemberPremises 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, guests, 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 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 Transfe1·, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the ''Subject Space''), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the ''Transfer Premium'', as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or tl1e ag1·een1ents 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 any other information reasonably required by Landlord necessary to enable Landlord to deter·111ine the financial responsibility, character, and reputation oftl1e proposed Transferee, the 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 ofno effect, and shall, at Landlord's optio11, may be treated as a default by Tenant pursuant to the applicable provisions of Article 19 below. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, within thirty (30) days after written request by Landlord, in an amount not to be exceed $1,000 in the aggregate, for a Transfer in the ordinary course of business and for which Tenant and the Transferee execute and deliver Landlord's forrn of consent to transfer in the fo1·1n attached hereto as Exhibit G. 2. Landlord's Consent . Landlord shall not unreasonably withheld. Any purported withhold, condition or delay its conse 11 t to any proposed Transfer of any Membership Interest in contravention of this Section 12.1 shall, the Subject Space to the fullest extent permitted by lawTransferee on the terms specified in the Transfer Notice . Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be null reasonable under this Lease and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize under any such purchase or transfer, if, after giving effect applicable law for Landlord to such purchase or transfer, 25% withhold consent to any proposed Transfer where one 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, following apply : (a) The Transferee is of a character or reputation or engaged in a business which is acting on behalf of, an employee benefit plan subject to ERISA or Section 4975 not consistent with the quality of the Code Building 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 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). Project; · (b) The Initial Member shall admit Transferee intends to use the Subject Space for pu1 - poses which are not pennitted under this Lease; (c ) The Transferee is either a transferee governmental agency or instrumentality thereof; (d) The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with the Transfer on the date consent is requested; (e) The proposed Transfer would cause a Member's Membership Interest violation of another lease for space in the Project, or would give an occupant of the Project a right to cancel its lease; (f) The tenns of the Company only if such transferee proposed Transfer will allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar right held by Tenant that is specifically not pennitted to be transferred (Tenant may retain the right to exercise the same for the benefit of the Transferee); or (g) Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (i) occupies space in the Project at the time of the request for consent and Landlord has agreed space available for the proposed Transferee or such • proposed Transferee has an unexpired option to expand in writing the Project, or (ii) is negotiating with Landlord or has negotiated with Landlord (as evidenced by at least a written proposal and a written response tl1ereto) during the four (4) month period immediately preceding the date Landlord receives the Transfer Notice, to be bound by lease space in the Project and Landlord has space available for the proposed Transferee. If Landlord consents to any Transfer pursuant to the terms of this Agreement Section 14.2 (and does not exercise any recapture rights Landlord may have under Section 14.4 of this Lease), Tenant may within six (6) months after Landlord's consent, but not later than the expiration of said six - month period, enter into such Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by becoming a party hereto Tenant to Landlord pursuant to Section 14.1 of this Lease, provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have bee11 entitled to refuse its consent to such Transfer under this Section 14.2 , or (ii) has delivered such additional documentation as which would cause the Initial Member shall reasonably require proposed Transfer to so admit such transferee be materially more favorable to the CompanyTransferee than the terms set forth in Tenant's original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and other action under this Article 14 (including Landlord's right of recapture, if any, under Section 14.4 of this Lease). Notwithstanding anything contained herein to the contrarycontrary in this Lease, both the Company and the Initial Member if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under Section 14.2 or otherwise has breached or acted unreasonably under this Article 14 , their sole remedies shall be entitled to treat a suit for contract damages (other than damages for injury to, or interference witl1, Tenant's business including, without limitation, loss of profits, however occurring) or declaratory judgment and an injunction for the transferee of a Membership Interest as the absolute owner thereof in all respectsrelief sought, and shall incur no liability for distributions of cash Tenant hereby waives any right at law or other property made equity to ter111inate this Lease in good faith connection therewith, on its own behalf and, to itthe extent pennitted under all applicable laws, until such time as a written assignment or other evidence on behalf of the consummation proposed Transferee. Tenant shall indemnify, defend and hold harmless Landlord from any and all liability, losses, claims, damages, costs, expenses, causes of a Transfer that conforms to the requirements action and proceedings involving any third party or parties (including without limitation Tenant's proposed subtenant or assignee) who claim they were damaged by Landlord's wrongful withholding or conditioning of this Section 12.1 and is reasonably satisfactory to the Initial Member has been received by the CompanyLandlord's consent. The effective date of any Transfer permitted under this Agreement shall be the close of business on the day of receipt thereof by the Company.{JSG:se/102994_5.DOC/092404/4040.039] - 27 -

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a "Transferee"). If Tenant shall desire Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the "Transfer Notice") shall include (i) the proposed effective date of the Transfer, which shall not be less than twenty (20) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) all of the terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of all existing 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, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and (v) such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord's prior written consent shall, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither shall, at Landlord's option, constitute a default by Tenant under this Lease. Each time Tenant requests Landlord's consent to a proposed Transfer, whether or not Landlord shall grant consent, 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 Company nor contrary contained in this Section 14.1, so long as Tenant delivers to Landlord (i) at least fifteen (15) business days prior written notice of its intention to assign or sublease the Initial Member will recognize 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 purchase assignment or transfersublease shall be effectuated, ifand (iii) such other information concerning the Permitted Transferee as Landlord may reasonably require, after giving effect 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 purchase 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 transferstorage of any Hazardous Materials (other than nominal amounts of ordinary household cleaners, 25% 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 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, ownership interests of an employee benefit plan subject entity and having the ability to ERISA or Section 4975 direct the management and policies 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 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)such entity. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than Subject to the Initial Member may not Transfer any part provisions of its Membership Interest this Article 14, Tenant shall --------- not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, or otherwise permit the occupancy or use of the Premises by any persons other than Tenant, its Affiliates and their employees (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 be unreasonably withheld. Any purported herein as a "Consent Transfer." If Tenant desires Landlord's consent to any Consent Transfer, Tenant shall notify Landlord in writing, which notice (the "Transfer of any Membership Interest in contravention of this Section 12.1 shall, to Notice") shall include (i) the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, after giving effect to such purchase or transfer, 25% or more proposed effective date of the Membership Interests as determined under 29 C.F.R. Section 2510.3-101Transfer, would which shall not 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 non-exempt prohibited transaction under ERISA or Section 4975 of the Code less than (or, a) in the case of a governmental or church plansublease of less than 24,000 rentable square feet, a violation of any similar federalten (10) business days, state or local law). (b) The Initial Member shall admit a transferee in the case of a Member's Membership Interest sublease of 24,000 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"), (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 and/or proposed documentation pertaining to the Company only if proposed Transfer, including all then existing material, executed operative documents to evidence such transferee Transfer or the agreements incidental or related to such Transfer, (iiv) has agreed current financial statements of the proposed Transferee and (v) to the extent reasonably available, any other reasonable information reasonably and customarily required by landlords of Comparable Buildings in writing connection with the review of similar Transfers. Subject to be bound by the terms of this Agreement Article 14, any Consent Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect. Whether or not Landlord consents to any Consent Transfer, Tenant shall pay Landlord's review and processing fees, as well as any reasonable legal fees incurred by becoming a party hereto and Landlord, within thirty (ii30) has delivered such additional documentation days after written request by Landlord, all of which costs shall not exceed, as to any specific request for Landlord approval, 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 sum 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 Agreement shall be the close of business on the day of receipt thereof by the Company$2,500.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest without Without the prior written consent of Lender, neither Borrower nor any other Person having an ownership or beneficial interest, direct or indirect, in Borrower shall (i) directly or indirectly sell, transfer, convey, mortgage, pledge, or assign the Initial MemberProperty, any part thereof or any interest therein (including any ownership interest in Borrower); (ii) further encumber, alienate, grant a Lien or grant any other interest in the Property or any par▇ ▇▇▇▇▇▇▇ (▇nclu▇▇▇▇ any ownership interest in Borrower), whether voluntarily or involuntarily; or (iii) enter into any easement or other agreement granting rights in or restricting the use or development of the Property. (b) Borrower may, upon thirty (30) days prior notice to Lender, (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 consent not 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 be unreasonably withheldpay the debt secured by the Mortgage. Any purported Transfer of In connection with any Membership Interest in contravention of transfer, conveyance or encumbrance permitted pursuant to this Section 12.1 shall5.2.13(b), Borrower shall deliver to Lender not less than 30 days prior to the date of such transfer a copy of the proposed instrument of transfer, 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 fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, after giving effect to such purchase or transfer, 25% or more portion of the Membership Interests as determined under 29 C.F.R. Section 2510.3-101, would be held Property affected by Benefit Plan Investors. A purchaser that is, or is acting on behalf of, an employee benefit plan subject to ERISA or Section 4975 such transfer from the lien 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 non-exempt prohibited transaction under ERISA or Section 4975 of the Code (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 governmental certificate from an officer of the general partner or church planmanaging 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 violation whole or materially adversely effect the ability of any similar federal, state or local law)Borrower to pay the Debt. (bc) The Initial Member shall admit Following a transferee Securitization, a sale or conveyance by Borrower of all of the Property (but not a Member's Membership Interest to mortgage, lien or other encumbrance) is permitted provided that each of the Company only if such transferee following conditions have been satisfied: (i) has agreed in writing to no Event of Default shall have occurred and be bound by the terms of this Agreement by becoming a party hereto and continuing; (ii) the Person to whom the Property is sold or conveyed satisfies the requirements of a Special Purpose Entity, the transferee is controlled by a Permitted Owner, and not less than 51% of the direct or indirect equity interests in the transferee are owned 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 delivered such additional documentation as received a non-consolidation opinion which may be relied upon by Lender, the Initial Member shall reasonably require to so admit such transferee Rating Agencies and their respective counsel, successors and assigns, with respect to the Company. Notwithstanding anything contained herein to the contrarysale or conveyance, both the Company and the Initial Member which opinion shall be entitled reasonably acceptable to treat 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 Membership Interest net worth and liquidity greater than that of Sponsor as of the absolute owner thereof 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 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 and, provided that it shall not own any interest in the transferee, Sponsor, shall be released from any liability under the Loan Documents following such sale or conveyance of all respectsof the Property, provided that Borrower and Sponsor shall incur no liability be responsible for distributions any remediation or loss, cost, damage or expense resulting from contamination of cash the Property with hazardous substances first introduced to the Property prior to the transfer. (d) Following a Securitization, a transfer or sale (but not a pledge, hypothecation, creation of a security interest in or other property made encumbrance) of direct or indirect ownership interest in good faith Borrower is permitted provided the following conditions have been satisfied: (i) following such transfer one or more Permitted Owners shall control Borrower and own at least 51% of the direct or indirect equity interests in Borrower; (ii) prior to itany such transfer or sale of direct or indirect ownership interests in Borrower, until such time if as a result of either of which (and after giving effect to such transfer or sale), more than 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 closing, Borrower shall deliver to Lender 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 proposed transfer or sale, which opinion shall be reasonably acceptable to Lender and, after a Securitization, the Rating Agencies; (iii) intentionally deleted; (iv) immediately prior to such transfer or sale no Event of Default has occurred and is continuing; (v) if, following such sale or transfer, Sponsor 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 Sponsor 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 assignment notice 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. Upon satisfaction of the foregoing conditions, if clause (v) shall apply, Sponsor 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 Sponsor 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 evidence encumbrance) in one (1) or a series of transactions of not more than forty-nine percent (49%) of the consummation equity interests in Borrower, directly or indirectly, that does not result in a change of a Transfer that conforms 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 notice to Lender of the requirements proposed transfer or sale not later than thirty (30) days prior thereto, which notice shall set forth the name of this 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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.5.2.13(c) or 5.2.13

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, 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, permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, sublet the Initial MemberPremises or any part thereof, such consent not 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 unreasonably withheldmade 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 twenty-five (25) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the Transfer Premium, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee and any Affiliates of 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, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space. Any purported Transfer of any Membership Interest made in contravention violation of this Section 12.1 Article 14 shall, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize shall, at Landlord's option, constitute an Event of Default. Whether or not Landlord consents to any such purchase or transferproposed Transfer, ifTenant shall pay Landlord's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, within thirty (30) days 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 written request 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 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)Landlord. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than 9.1 Except as hereafter expressly provided, the Initial Member Company may not Transfer sell, agree to sell, assign, lease, convey, alienate or otherwise transfer the Lands, or any part thereof or interest therein (including any transfer to any parent, subsidiary or affiliated company or successor-in-interest by merger, consolidation or acquisition), whether by the operation of its Membership Interest without the prior written consent law or otherwise (collectively a "Transfer") pursuant to and in accordance with Sections 5.3, 5.4, and 5.5 of the Initial MemberIA. Prior to transfer, such consent not to the Company shall insure that the covenants required by Section 3.2 will be unreasonably withheld. Any purported transferred with the Land and that the transferee has assumed in writing the Company's obligations under this Agreement. 9.2 Except as provided in Section 9.1, upon a Transfer of any Membership Interest Lands to another landowner carried out in contravention of this Section 12.1 shall, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 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 accordance with the terms of the IA, the transferor shall not bear any responsibility for any future management activities, nor be liable for any Take of any Species by any other persons, on such transferred lands under the terms of the IA or this Agreement. 9.3 Upon approval from State or Federal agencies for the addition of Lands as Covered Lands pursuant to the HCP and IA, the Company shall record this Agreement as a covenant as required in Section 3.2 on the additional Lands proposed to be made Covered Lands pursuant to the IA. 9.4 Notwithstanding Section 9.1, if the Company swaps lands as provided in Section 5.3.2 of the IA, upon recordation of the covenant required by becoming a party hereto Sections 3.2 and (ii) 9.3 of this Agreement on the lands to be added as Covered Lands, the State shall authorize the release from the covenant required by Section 3.2 on the Lands which will no longer be Covered Lands pursuant to the swap. 9.5 In the event of any transfer of Lands for which the transferee has delivered such additional documentation executed an assumption agreement pursuant to Section 9.1 and for which the transferee is seeking to continue timber harvesting under the same requirements as the Initial Member shall reasonably require to so admit such transferee applied to the Company. Notwithstanding anything contained herein , the State agencies which are signatories to this Agreement will: 1.) Use their best efforts to expedite processing and decisions on the contrary, both the Company and the Initial Member shall be entitled to treat timber harvesting activities requested by the transferee of a Membership Interest as by all State agencies having jurisdiction over those proposed activities. 2.) Use their best efforts to cause all federal agencies having jurisdiction over 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 timber harvesting activities requested by the Company. The effective date of any Transfer permitted under this Agreement shall be the close of business transferee to expedite processing and decisions on the day of receipt thereof requests filed with federal agencies by the Companytransferee for approval of such activities.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not 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 unreasonably withheldmade 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 fifteen (15) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) 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 documentation pertaining to the proposed Transfer (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, and (iv) if Tenant proposes to assign the Lease other than to a Permitted Transferee Assignee, current financial statements of the proposed Transferee certified by an officer, partner or owner 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 purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord's prior written consent shall, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize any such purchase or transfershall, ifat Landlord's option, 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 constitute a default 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 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 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 Tenant under this Agreement Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall be the close of business on the day of receipt thereof pay Landlord's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by the CompanyLandlord, not to exceed $3,500.00 for a particular Transfer, within thirty (30) days after written request by Landlord.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest without Without the prior written consent of Lender, neither Borrower nor any other Person having an ownership or beneficial interest, direct or indirect, in Borrower shall (i) directly or indirectly sell, transfer, convey, mortgage, pledge, or assign the Initial MemberProperty, any part thereof or any interest therein (including any ownership interest in Borrower); (ii) further encumber, alienate, grant a Lien or grant any other interest in the Property or any par▇ ▇▇▇▇▇▇▇ (▇nclu▇▇▇▇ any ownership interest in Borrower), whether voluntarily or involuntarily; or (iii) enter into any easement or other agreement granting rights in or restricting the use or development of the Property. (b) Borrower may, upon thirty (30) days prior notice to Lender, (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 consent not 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 be unreasonably withheldpay the debt secured by the Mortgage. Any purported Transfer of In connection with any Membership Interest in contravention of transfer, conveyance or encumbrance permitted pursuant to this Section 12.1 shall5.2.13(b), Borrower shall deliver to Lender not less than 30 days prior to the date of such transfer a copy of the proposed instrument of transfer, 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 fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, after giving effect to such purchase or transfer, 25% or more portion of the Membership Interests as determined under 29 C.F.R. Section 2510.3-101, would be held Property affected by Benefit Plan Investors. A purchaser that is, or is acting on behalf of, an employee benefit plan subject to ERISA or Section 4975 such transfer from the lien 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 non-exempt prohibited transaction under ERISA or Section 4975 of the Code (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 governmental certificate from an officer of the general partner or church planmanaging 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 violation whole or materially adversely effect the ability of any similar federal, state or local law)Borrower to pay the Debt. (bc) The Initial Member shall admit A sale or conveyance by Borrower of all of the Property (but not a transferee mortgage, lien or other encumbrance) is permitted provided that each of a Member's Membership Interest to the Company only if such transferee following conditions have been satisfied: (i) has agreed in writing to no Event of Default shall have occurred and be bound by the terms of this Agreement by becoming a party hereto and 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 delivered such additional documentation as received a non-consolidation opinion which may be relied upon by Lender, the Initial Member shall reasonably require to so admit such transferee Rating Agencies and their respective counsel, successors and assigns, with respect to the Company. Notwithstanding anything contained herein to the contrarysale or conveyance, both the Company and the Initial Member which opinion shall be entitled reasonably acceptable to treat 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 Membership Interest net worth and liquidity greater than that of Guarantor as of the absolute owner thereof 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 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 respectsof the Property, provided that Borrower and Indemnitor shall incur no liability be responsible for distributions any remediation or loss, cost, damage or expense resulting from contamination of cash 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 property made encumbrance) of direct or indirect ownership interest in good faith Borrower is permitted provided the following conditions have been satisfied: (i) such transfer or sale is to ita Permitted Owner; (ii) prior to any such transfer or sale of direct or indirect ownership interests in Borrower, until such time if as a result of either of which (and after giving effect to such transfer or sale), more than 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 closing, Borrower shall deliver to Lender 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 proposed transfer or sale, which opinion shall be reasonably acceptable to Lender and, after a Securitization, the Rating Agencies; (iii) 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 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 assignment notice 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. 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 evidence encumbrance) in one (1) or a series of transactions of not more than fifty percent (50%) of the consummation equity interests in Borrower, directly or indirectly, that does not result in a change of a Transfer that conforms 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 notice to Lender of the requirements proposed transfer or sale not later than thirty (30) days prior thereto, which notice shall set forth the name of this 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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.5.2.13(c) or 5.2.13

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a "Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of all existing 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, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and (v) such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize any such purchase shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or transfernot Landlord shall grant consent, ifwithin thirty (30) days after written request by Landlord, after giving effect Tenant shall pay 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 Landlord Two Thousand Five Hundred Dollars ($2,500.00) 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 reimburse Landlord for its review and warrant that its investment in the Membership Interests will not result in a 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 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 respectsprocessing fees, and Tenant shall incur no liability also reimburse Landlord for distributions of cash or other property made any reasonable legal fees incurred by Landlord 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 Agreement shall be the close of business on the day of receipt thereof by the Companyconnection with Tenant’s proposed Transfer.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Except as provided in Section 14.8 below, Tenant shall not, --------- without the prior written consent of the Initial MemberLandlord, such which consent shall not to be unreasonably withheld. Any purported Transfer of , assign, mortgage, pledge, hypothecate, encumber, or permit any Membership Interest in contravention lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as "Transfers" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the "Transfer Notice") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the "Transfer Premium", as that term is defined in Section 12.1 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 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, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize any such purchase or transfershall, ifat Landlord's option, 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 constitute a default 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 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 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 Tenant under this Agreement Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall be the close of business on the day of receipt thereof pay Landlord's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by the CompanyLandlord, within thirty (30) days after written request by Landlord.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld as further described below: (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, by operation of Law or otherwise, (ii) sublet the Initial MemberPremises or any part thereof, such consent not or (iii) permit the use of the Premises by any Persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice shall include: (a) the proposed effective date (which shall not be less than thirty (30) nor more than 180 days after Tenant’s notice), (b) the portion of the Premises to be Transferred (herein called the “Subject Space”), (c) the terms of the proposed Transfer and the consideration therefor, the name, address and background information concerning the proposed Transferee, and a true and complete copy of all proposed Transfer documentation, and (d) financial statements (balance sheets and income/expense statements for the current and prior three (3) years or, if the proposed Transferee has not be in existence for at least three (3) years, for such shorter period of time as such proposed Transferee has been in existence) of the proposed Transferee, in form and detail reasonably satisfactory to Landlord, certified by an officer, partner or owner of the Transferee, and any other information reasonably requested by Landlord to enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any purported Transfer of any Membership Interest in contravention of made without complying with this Section 12.1 shallArticle shall at Landlord’s option be null, to the fullest extent permitted by law, be null and void and of no force effect, or effect whatsoevershall constitute a Default under this Lease. No purchase Whether or transfer not Landlord shall grant consent, Tenant shall pay $1,000 towards Landlord’s review and processing expenses simultaneous with Tenant’s submission of a Membership Interest will be effectivethe 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 proposed Transfer, and neither the Company nor the Initial Member will recognize any if Landlord’s reasonable costs and expenses (including reasonable attorneys’ fees) exceed $1,000.00, Tenant shall reimburse Landlord for such purchase or transfer, if, excess costs and expenses within ten (10) business days 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 written request 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 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)Landlord. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than Subject to the Initial Member may not Transfer any part provisions of its Membership Interest this Article 14, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to or otherwise transfer this Lease or any interest hereunder, permit any assignment or other transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, or otherwise permit the occupancy or use of the Premises by any persons other than Tenant, its Affiliates and their employees (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 be unreasonably withheld. Any purported herein as a "Consent Transfer." If Tenant desires Landlord's consent to any Consent Transfer, Tenant shall notify Landlord in writing, which notice (the "Transfer of any Membership Interest in contravention of this Section 12.1 shall, to Notice") shall include (a) the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, after giving effect to such purchase or transfer, 25% or more proposed effective date of the Membership Interests as determined under 29 C.F.R. Section 2510.3-101Transfer, would which shall not 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 non-exempt prohibited transaction under ERISA or Section 4975 of the Code less than (or, i) in the case of a governmental sublease of less than 8,000 rentable square feet, ten (10) business days, (ii) in the case of a sublease of 8,000 square feet or church planmore, a violation fifteen (15) business days, and (iii) in the case of an assignment of this Lease or any similar federalother Transfer, state or local law). twenty (20) business days after the date of delivery of the Transfer Notice, (b) The Initial Member shall admit a transferee description of the portion of the Premises to be transferred (the "Subject Space"), (c) the proposed sublease or instrument of assignment containing all of the principal terms of the proposed Transfer and the consideration therefor in connection with such Transfer, the name and address of the proposed Transferee, and a Member's Membership Interest copy of all existing and/or proposed documentation penning to the Company only if proposed Transfer, including all then existing material, executed operative documents to evidence such transferee Transfer or the agreements incidental or related to such Transfer, (id) has agreed current certified financial statements of the proposed Transferee (or whatever financial such entity submits to its bank upon request) and (e) to the extent reasonably available, any other reasonable information reasonably and customarily required by landlords of Comparable Buildings in writing connection with the review of similar Transfers. Subject to be bound by the terms of this Agreement Article 14, any Consent Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect. Whether or not Landlord consents to any Consent Transfer, Tenant shall pay Landlord's reasonable review and processing fees, as well as any reasonable legal fees incurred by becoming a party hereto and Landlord, within thirty (ii30) has delivered such additional documentation days after written request by Landlord, all of which costs shall not exceed, as to any specific request for Landlord approval, 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 sum 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 Agreement shall be the close of business on the day of receipt thereof by the Company$1,000.

Transfers. (aA) A Member The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrowers nor any other than the Initial Member Loan Party may not Transfer assign or otherwise transfer any part of its Membership Interest rights, obligations or interest hereunder or under any other DIP Loan Document without the prior written consent of the Initial Member, each DIP Lender (and any attempted assignment or transfer without such consent not to be unreasonably withheld. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 shall, to the fullest extent permitted by law, shall be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 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 lawvoid). (bB) The Initial Member DIP Lenders may, at any time, sell, assign, transfer, negotiate or grant participations to other financial institutions in all or part of the Commitments, DIP Loans or other obligations of the Borrowers outstanding under the DIP Loan Documents without the consent of the Borrower; provided that: (A) any such sale, assignment, transfer, negotiation or participation shall admit a be in compliance with the applicable federal and state securities laws and recorded in the Register and in accordance with the Syndication Procedures; (B) each DIP Lender and any assignee or transferee of a Member's Membership Interest to the Company only if such transferee agrees (iI) has agreed in writing to be bound by the terms and conditions of this Agreement (including this Section 8(d)) and (II) that the risk of any Successful Challenge and of the outcome of the Twin Roll-Up Reservation (each as defined in the DIP Order) with respect to any Roll-Up Loans shall be borne exclusively by becoming any DIP Lender then holding the relevant Roll-Up Loans, and no transferee or assignee shall have any claim against the applicable transferor or assignor in connection with any economic loss arising from or relating to such Successful Challenge or outcome of the Twin Roll-Up Reservation with respect to the Roll-Up Loans transferred or assigned to it; and (C) in the event of any Successful Challenge invalidating or rendering unenforceable all or any portion of the Roll-Up Loans, each DIP Lender who is then a party holder of the relevant Roll-Up Loans subject of such Successful Challenge (whether as original holder thereof or as a transferee or assignee thereof) shall bear the risk of and be entitled to the benefit of any recharacterization of such Roll-Up Loans as Prepetition Class A-2 Notes in an amount and type corresponding to the amount and type of Prepetition Class A-2 Notes previously exchanged for the Roll-Up Loans then held by such DIP Lender (whether or not such DIP Lender was the holder of such Roll-Up Loans when made) or such other consequences as the Bankruptcy Court may order in connection with such Successful Challenge. No DIP Lender shall sell, assign or transfer all or part of the Commitments, DIP Loans or other obligations of the Borrowers outstanding under the DIP Loan Documents prior to the consummation of the assignments to be made under the Master Assignment and Assumption to be executed on the Reallocation Date (each as defined in the Syndication Procedures) (or, if applicable, the earlier termination of the Syndication Procedures in accordance with their terms) (the “Syndication Completion”). (C) The DIP Lenders may, in connection with any actual or proposed assignment or participation, disclose to the actual or proposed assignee or participant, any information relating to the Loan Parties or any of their respective Subsidiaries. Assignments shall be subject to the following additional conditions: (i) the parties to each assignment shall execute and deliver to the DIP Agent and to the Specified Financial Advisor an instrument of assignment and acceptance substantially in the form attached hereto as Exhibit E (an “Assignment and Acceptance”), together with a processing and recordation fee of US$3,500 for the account of the DIP Agent unless such fee is waived by the DIP Agent in its sole discretion, (ii) has delivered the assignee, if it was not a DIP Lender immediately prior to such additional assignment, shall deliver to the DIP Agent (A) an Administrative Questionnaire, and (B) any other documents reasonably required by the DIP Agent or the Required Lenders, and (C) any information reasonably required by such DIP Agent in connection with its “know your customer” process (including, without limitation, the assignee’s tax documentation as required pursuant to Section 8(c)(ii)). (D) Each DIP Lender which is a member of the Initial Member shall reasonably require to so admit such transferee Ad Hoc Group agrees, on and subject to the Company. Notwithstanding anything contained herein terms and conditions of the Syndication Procedures, to execute the Master Assignment and Assumption pursuant to which it will sell, assign and/or transfer, as applicable, a portion of the DIP Loans and Commitments held by it on the Reallocation Date in accordance with the Syndication Procedures. (E) With effect from the Closing Date until the Syndication Completion, each DIP Lender agrees not to (and to cause its Affiliates and its and its Affiliates’ funds or accounts over which it has investment authority, voting discretion or control not to) sell, transfer, or assign in whole or in part, its right, title or interest in or to any Prepetition Notes. (F) With effect from the Syndication Completion until the earlier of (I) the Challenge Period Termination Date if no Challenge (each as defined in the DIP Order) has been asserted or (II) the entry of a final non-appealable order of a court of competent jurisdiction resolving any Challenge, each DIP Lender agrees (x) not to (and to cause its Affiliates and its and its Affiliates’ funds or accounts over which it has investment authority, voting discretion or control not to) sell, transfer or assign its right, title or interest in or to any Prepetition Notes that became Roll-Up Loans in accordance with any Roll-Up Financing and (y) prior to or contemporaneously with any sale, transfer or assignment of Prepetition Notes, to provide written notice of such sale, transfer or assignment (including the amount and type of Prepetition Notes sold, transferred or assigned) to the contrary, both the Company Borrowers and the Initial Member Specified Financial Advisor, in accordance with Section 8(o); provided, the DIP Agent shall be entitled not have any duty, liability or obligation with respect to treat any sale, transfer or assignment of any Prepetition Notes or to monitor the transferee same. (G) Any transfer of a Membership Interest as the absolute owner thereof DIP Loans, Commitments or Prepetition Notes 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 violation 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 Agreement 8(d)(ii) shall be the close of business on the day of receipt thereof by the Companyvoid ab initio.

Transfers. 11.1 The Optionee may at any time (and from time to time) either during the Option Period or thereafter, sell, transfer or otherwise dispose of all or any portion of its interest in and to the Property and this Agreement provided that any purchaser, grantee or transferee of any such interest will have first delivered to ALB its agreement related to this Agreement and to the Property, containing (a) A Member a covenant by such transferee to perform all the obligations of the Optionee to be performed under this Agreement in respect of the interest to be acquired by it from the Optionee to the same extent as if this Agreement had been originally executed by the Optionee 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 ss. 11.2 No assignment by the Optionee of any interest less than its entire interest in this Agreement and in the Initial Member may not Transfer Property will, as between the Optionee and ALB, discharge it from any part of its Membership Interest without obligations hereunder, but upon the prior written consent transfer by the Optionee of the Initial Memberentire 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), such consent not the Optionee will be deemed to be unreasonably withheld. Any purported Transfer discharged from all obligations hereunder save and except for the fulfilment of any Membership Interest contractual commitments which have accrued due before the date on which the Optionee will have no further interest in contravention this Agreement. 11.3 If either of this Section 12.1 shallALB or the Optionee (a) receives a bona fide offer from an independent third party ("Proposed Purchaser") dealing at arm's length with the either of ALB or Optionee, as the case may be (the "Offerree") to purchase all or substantially all of its interest in Mina Real, which offer the Offerree desires to accept, or (b) either of ALB or the Optionee intend to sell all or substantially all of their interest in the Option or in Mina Real, then the Offerree will first offer (the "Offer") such interest in writing to the fullest extent permitted other party hereto upon terms no less favourable than those offered by lawthe Proposed Purchaser or intended to be offered by the Offerree, be null as the case may be. 11.4 The Offer will specify the price and void terms and conditions of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectivesuch sale, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, after giving effect to such purchase or transfer, 25% or more name 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 non-exempt prohibited transaction under ERISA or Section 4975 of the Code Proposed Purchaser (orwhich term will, in the case of an intended offer by the Offerree, mean the person or persons to whom the Offerree intends to offer its interest) and, if the offer received by the Offerree from the Proposed Purchaser provides for any consideration payable to the Offerree otherwise than in cash, the Offer will include the Offerree's good faith estimate of the cash equivalent of the non-cash consideration. 11.5 If within a governmental or church planperiod of 30 days of the receipt of the Offer the party receiving the offer notifies the Offerree in writing that it will accept the same, a violation the Offerree will be bound to sell such interest to the other party (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. 11.6 If the Offer so accepted by the Offerree contains the Offerree's good faith estimate of the cash equivalent consideration as aforesaid, and if the other party disagrees with the Offerree's best estimate, the other party will so notify the Offerree at the time of acceptance and the other party will, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. 11.7 If the other party so notifies the Offerree, the acceptance by the other party will be effective and binding upon the Offerree and the other party and the cash equivalent of any similar federalsuch non-cash consideration will be determined by binding arbitration under the COMMERCIAL ARBITRATION ACT (British Columbia) and will be payable by the other party, state or local law)subject to prepayment as hereinafter provided, within 10 days following its determination by arbitration. (b) 11.8 The Initial Member shall admit other party will in such case pay to the Offerree, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Offerree being sold, the total purchase price which is specified in its notice to the Optionee and such amount will be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. 11.9 If the other party fails to notify the Offerree before the expiration of the time limited therefore that it will purchase the interest offered, the Offerree 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 transferee period of 45 days, provided that the terms of this Part 11 will again apply to such interest if the sale to the Proposed Purchaser is not completed within the said 45 days. 11.10 Any sale hereunder will be conditional upon the delivery by the Proposed Purchaser to the other party of a Member's Membership Interest written undertaking, in form and substance satisfactory to counsel for the Company only if such transferee (i) has agreed in writing other party, to be bound by the terms and conditions 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 Agreement shall be the close of business on the day of receipt thereof by the CompanyAgreement.

Transfers. 11.1 The Optionee may at any time (and from time to time) either during the Option Period or thereafter, sell, transfer or otherwise dispose of all or any portion of its interest in and to the Property and this Agreement provided that any purchaser, grantee or transferee of any such interest will have first delivered to the Optionor its agreement related to this Agreement and to the Property, containing (a) A Member a covenant by such transferee to perform all the obligations of the Optionee to be performed under this Agreement in respect of the interest to be acquired by it from the Optionee to the same extent as if this Agreement had been originally executed by the Optionee 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 § 11.1. 11.2 No assignment by the Optionee of any interest less than its entire interest in this Agreement and in the Initial Member may not Transfer Property will, as between the Optionee and the Optionor, discharge it from any part of its Membership Interest without obligations hereunder, but upon the prior written consent transfer by the Optionee of the Initial Memberentire 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), such consent not the Optionee will be deemed to be unreasonably withheld. Any purported Transfer discharged from all obligations hereunder save and except for the fulfilment of any Membership Interest contractual commitments accrued due before the date on which the Optionee will have no further interest in contravention this Agreement. 11.3 If the Optionor (a) receives a bona fide offer from an independent third party (“Proposed Purchaser”) dealing at arm’s length with the Optionor to purchase all or substantially all of this Section 12.1 shallits interest in the Property, which offer the Optionor desires to accept, or (b) in the event that the Optionor intends to sell all or substantially all of its interest in the Option or the Property, the Optionor will first offer (the “Offer”) such interest in writing to the fullest extent permitted Optionee upon terms no less favourable than those offered by lawthe Proposed Purchaser or intended to be offered by the Optionor, be null as the case may be. 11.4 The Offer will specify the price and void terms and conditions of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectivesuch sale, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, after giving effect to such purchase or transfer, 25% or more name 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 non-exempt prohibited transaction under ERISA or Section 4975 of the Code Proposed Purchaser (orwhich term will, in the case of an intended offer by the Optionor, mean the person or persons to whom the Optionor intends to offer its interest or is likely to so offer it) and, if the offer received by the Optionor from the Proposed Purchaser provides for any consideration payable to the Optionor otherwise than in cash, the Offer will include the Optionor’s good faith estimate of the cash equivalent of the non-cash consideration. 11.5 If within a governmental or church planperiod of 30 days of the receipt of the Offer the Optionee notifies the Optionor in writing that it will accept the same, a violation the Optionor will be bound to sell such interest to the Optionee (subject as hereinafter provided with respect to any non-cash consideration included in the price) on the terms and conditions of the Offer. 11.6 If the Offer so accepted by the Optionee contains the Optionor’s good faith estimate of the cash equivalent of non-cash consideration , and if the Optionee disagrees with the Optionor’s best estimate, the Optionee will so notify the Optionor at the time of acceptance and the Optionee will, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. 11.7 If the Optionee so notifies the Optionor, the acceptance by the Optionee will be effective and binding upon the Optionee and the Optionor and the cash equivalent of any similar federalsuch non-cash consideration will be determined by binding arbitration under the Commercial Arbitration Act (British Columbia) and will be payable by the Optionee, state or local law)subject to prepayment as hereinafter provided, within 10 days following its determination by arbitration. (b) 11.8 The Initial Member shall admit Optionee will in such case pay to the Optionor, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Optionor being sold, the total purchase price which is specified in its notice to the Optionor and such amount will be adjusted , if at all, to a transferee lower amount as may be determined following arbitration of the cash equivalent of any non-cash consideration. 11.9 If the Optionee fails to notify the Optionor before the expiration of the time limited therefor that it will purchase the interest offered, the Optionor 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 45 days, provided that the terms of this Part 11 will again apply to such interest if the sale to the Proposed Purchaser is not completed within the said 45 days. 11.10 Any sale hereunder will be conditional upon the delivery by the Proposed Purchaser to the Optionee of a Member's Membership Interest written undertaking, in form and substance satisfactory to counsel for the Company only if such transferee (i) has agreed in writing Optionee, to be bound by the terms and conditions 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 Agreement shall be the close of business on the day of receipt thereof by the CompanyAgreement.

Transfers. Except as expressly set forth in Rider 1 (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest if at all), Tenant shall not, without the prior written consent of Landlord, voluntarily or by operation of law, assign, sublet, encumber or transfer all or any part of Tenant’s interest in this Lease or in the Initial Member, such consent not Leased Premises or permit any part of the Leased Premises to be unreasonably withheld. Any purported Transfer of used or occupied by any Membership Interest in contravention of this Section 12.1 shallperson other than Tenant, to the fullest extent permitted by lawits employees, be null customers and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, after giving effect to such purchase or transfer, 25% or more others having lawful business with Tenant (all of the Membership Interests foregoing are hereinafter sometimes referred to collectively as determined under 29 C.F.R. Section 2510.3-101“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 shall desire Landlord’s consent to any Transfer, would be held by Benefit Plan Investors. A purchaser that isTenant shall notify Landlord in writing, or is acting on behalf of, an employee benefit plan subject to ERISA or Section 4975 of which notice (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 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“Transfer Notice”) The Initial Member shall admit a transferee of a Member's Membership Interest to the Company only if such transferee include: (i) has agreed in writing the proposed effective date of the Transfer, which shall not be less than forty-five (45) 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 bound by transferred (the “Subject Space”); (iii) all of the terms of this Agreement by becoming the proposed Transfer and the consideration therefor, including a party hereto calculation of the Profit Rental, as that term is defined in Section 15.4 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer; and (iiiv) has delivered such additional documentation as the Initial Member shall reasonably require to so admit such transferee current financial statements pertaining to the Companyproposed Transferee certified by an officer, partner or owner thereof, and any other information 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. Notwithstanding anything contained herein Each time Tenant requests Landlord’s consent to a proposed Transfer, whether or not Landlord shall grant consent, 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 contrary, both the Company and the Initial Member entire Leased Premises. Any attempted Transfer made without Landlord’s prior consent shall be entitled to treat the transferee of a Membership Interest as the absolute owner thereof in all respects, wholly void and shall incur no liability for distributions of cash or other property made in good faith to it, until such time as constitute a written assignment or other evidence of the consummation of a Transfer that conforms to the requirements breach 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 Agreement shall be the close of business on the day of receipt thereof by the CompanyLease.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of Landlord, which shall not be unreasonably withheld if Landlord does not elect to proceed under Section 14.4 below, assign or otherwise transfer this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Initial MemberPremises or any part thereof, such consent not or permit the use of the Premises by any persons other than Tenant and its employees (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 unreasonably withheldmade is hereinafter sometimes referred to as a “Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than twenty-five (25) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium,” as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee and a copy of all operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee and such other information as Landlord may reasonably require. If there are any material 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 other action under this Article 14 (including Landlord’s right of recapture, if any, under Section 14.4 of this Lease). Any purported 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 shall grant consent, Tenant shall pay Landlord’s review and processing fees, as well as any Membership Interest in contravention reasonable legal fees incurred by Landlord, within thirty (30) days after written request by Landlord. Such fees shall not be greater than $1,500.00 per request for Landlord consent. Notwithstanding any contrary provision of this Section 12.1 shallLease, 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 fullest extent permitted by law, be null and void and of no force such proposed Transferee waives all other remedies against Landlord, including without limitation, the right to seek monetary damages or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, 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 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)terminate this Lease. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Tenant shall not, without the prior written consent of the Initial MemberLandlord (which, such consent as more particularly set forth in Section 14.2, below, shall not to be unreasonably withheld, conditioned, or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord’s prior written consent shall, to the fullest extent permitted by lawat Landlord’s option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any such purchase or transferproposed Transfer, ifTenant shall pay Landlord’s review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, within thirty (30) days after giving effect written request by Landlord, in an amount not 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 exceed Two Thousand Five Hundred and warrant that its investment 00/100 Dollars ($2,500.00) in the Membership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 aggregate, but such limitation of fees shall only apply to the Code (or, extent such Transfer is in the case ordinary course of business. Landlord and Tenant hereby agree that a governmental or church plan, a violation proposed Transfer shall not be considered “in the ordinary course 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 business” if such transferee Transfer involves the review of documentation by Landlord on more than two (i2) has agreed in writing to be bound by 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 Agreement shall be the close of business on the day of receipt thereof by the Companyoccasions.

Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest Except as otherwise specifically provided or permitted in this Article 14, Tenant shall not, without the prior written consent of the Initial MemberLandlord, such which consent shall not to 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 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 individually as a "Transfer," and, collectively, as "Transfers" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the "Transfer Notice") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) all of the 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, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space (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 (modified as appropriate to make the statements therein true and correct). Any purported Transfer of any Membership Interest in contravention of this Section 12.1 made without Landlord's prior written consent shall, to the fullest extent permitted by lawat Landlord's option, be null and null, void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effectiveeffect, and neither the Company nor the Initial Member will recognize any such purchase or transfershall, ifat Landlord's option, constitute a default by Tenant under this Lease after giving effect to such purchase or transfer, 25% or more notice and expiration of the Membership Interests 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 review and processing fees, as determined under 29 C.F.R. Section 2510.3-101well as any reasonable professional fees (including, would be held without limitation, reasonable attorneys', accountants', architects', engineers' and consultants' fees) incurred by Benefit Plan Investors. A purchaser that isLandlord, or is acting on behalf of, an employee benefit plan subject not 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 exceed Three Thousand Five Hundred Dollars ($3,500.00) in the Membership Interests will not result in aggregate for a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, Transfer in the case ordinary course of a governmental or church planbusiness, a violation of any similar federal, state or local law)within thirty (30) days after written request by Landlord. (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 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 Agreement shall be the close of business on the day of receipt thereof by the Company.