Common use of Permitted Transfers Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

Permitted Transfers. The provisions If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease or sublet the Premises other than pursuant to a Permitted Assignment (as defined below), then at least 15 business days, but not more than 45 business days, before the date Tenant desires the assignment or sublease to be effective (the “Assignment Date”), Tenant shall give Landlord a notice (the “Assignment Notice”) containing such information about the proposed assignee or sublessee, including the proposed use of Section 8.1 the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in or released or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy of any proposed assignment or sublease in its final form, and such other information as Landlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord may, by giving written notice to Tenant within 15 business days after receipt of the Assignment Notice: (i) grant such consent, (ii) refuse such consent, in its reasonable discretion; or (iii) except in connection with a Permitted Assignment (as defined below), terminate this Lease with respect to the space described in the Assignment Notice as of the Assignment Date (an “Assignment Termination”). If Landlord fails to respond within such 10 business day period, then Tenant shall provide Landlord with a second written notice stating in bold and all caps 12 point font that Landlord’s failure to respond to Tenant’s Assignment Notice within 5 business days after Landlord’s receipt of the second notice shall be deemed approval by Landlord, and if Landlord does not apply respond within such 5 business day period, then Landlord shall be deemed to have approved such Assignment Notice request. Among other reasons, it shall be reasonable for Landlord to withhold its consent in any of these instances: (a1) the proposed assignee or subtenant is a transfer governmental agency; (2) in Landlord’s reasonable judgment, the use of the Premises by the proposed assignee or subtenant would entail any alterations that would materially lessen the value of the leasehold improvements in the Premises, or would require materially increased services by Landlord; (3) in Landlord’s reasonable judgment, the proposed assignee or subtenant is engaged in areas of scientific research or other business concerns that are controversial such that they may (i) attract or cause negative publicity for or about the Building or the Project, (ii) negatively affect the reputation of the Building, the Project or Landlord, (iii) attract protestors to the Building or the Project, or (iv) lessen the attractiveness of the Building or the Project to any tenants or prospective tenants, purchasers or lenders; (4) in Landlord’s reasonable judgment, the proposed assignee or subtenant lacks the creditworthiness to support the financial obligations it will incur under the proposed assignment or sublease; (5) in Landlord’s reasonable judgment, the character, reputation, or business of the proposed assignee or subtenant is inconsistent with the desired tenant-mix or the quality of other tenancies in the Project or is inconsistent with the type and quality of the nature of the Building; (6) Landlord has received from any prior landlord to the proposed assignee or subtenant a negative report detailing any default(s) and/or litigation with and/or environmental contamination caused by the proposed assignee or subtenant in connection with its lease with such prior landlord; (7) Landlord has experienced previous defaults by or is in litigation with the proposed assignee or subtenant; (8) the use of the Premises by the proposed assignee or subtenant will violate any applicable Legal Requirement; (9) the proposed assignee or subtenant is an entity with whom Landlord is negotiating to lease space in the Project; or (10) the assignment or sublease is prohibited by Landlord’s lender. If Landlord delivers notice of its election to exercise an Assignment Termination, Tenant shall have the right to withdraw such Assignment Notice by written notice to Landlord of such election within 5 business days after Landlord’s notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of the Assignment Date with respect to the space described in such Assignment Notice. No failure of Landlord to exercise any such option to terminate this Lease, or to deliver a timely notice in response to the Assignment Notice, shall be deemed to be Landlord’s consent to the proposed assignment, sublease or other transfer. Tenant shall pay to Landlord a fee equal to One Thousand Five Hundred Dollars ($1,500) in connection with its consideration of any Assignment Notice and/or its preparation or review of any consent documents. Notwithstanding the foregoing, Landlord’s consent to an assignment of this Lease or a subletting of any portion of the Premises to any entity controlling, controlled by or under common control with Tenant (a “Control Permitted Assignment”) shall not be required, provided that Landlord shall have the right to approve the form of any such sublease or assignment (which approval shall not be unreasonably withheld or delayed). In addition, Tenant shall have the right to assign this Lease, upon 30 days prior written notice to Landlord ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in connection with which case Tenant shall notify Landlord promptly thereafter, and (y) if the sale transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant) but without obtaining Landlord’s prior written consent, to a corporation or other entity which is a successor-in-interest to Tenant, by way of merger, consolidation or corporate reorganization, or by the purchase of all or substantially all of the original Tenant’s assets if: or the ownership interests of Tenant provided that (Ii) such sale of assets occurs on an arms’-length basismerger or consolidation, to an unrelated third partyor such acquisition or assumption, and as the case may be, is for a bona fide legitimate business purpose and not primarily to transfer Tenant’s interest in this principally for the purpose of transferring the Lease; , and (IIii) upon the consummation net worth (as determined in accordance with generally accepted accounting principles (“GAAP”)) of the transfer assignee is not less than the greater of the net worth (as determined in accordance with GAAP) of Tenant as of (A) the Commencement Date, or assignment, (B) as of the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all date of Tenant’s obligations hereunder; most current quarterly or annual financial statements, and (biii) an assignment such assignee shall agree in writing to assume all of the terms, covenants and conditions of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days arising after the effective date of such the assignment or sublease(a “Corporate Permitted Assignment”). Any permitted transferee under (a) of this Section 8.3 shall execute Control Permitted Assignments and deliver Corporate Permitted Assignments are hereinafter referred to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseas “Permitted Assignments.”

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

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

Permitted Transfers. The provisions So long as Tenant is not entering into the Permitted Transfer for the purpose of Section 8.1 shall not apply to (a) a transfer avoiding or an assignment otherwise circumventing the remaining terms of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basisSection 11, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s Tenant may assign its entire interest in this Lease; and , without the consent of Landlord, to (IIi) upon the consummation an affiliate, subsidiary, or parent of the transfer Tenant, or assignmenta corporation, the transferee partnership or assignee isother legal entity wholly owned by Tenant (collectively, in the sole, but reasonable determination of Landlord (and its lender, if applicablean “Affiliated Party”), capable of satisfying all of Tenant’s obligations hereunder; or (bii) an assignment of this Lease to a successor to Tenant by purchase, merger, consolidationconsolidation or reorganization, reorganization or similar corporate restructuring or to an entity provided that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting all of the Premises or any part thereof. In the case of an assignment or sublease that following conditions are satisfied (each such Transfer a “Permitted Transfer”): (1) Tenant is expressly permitted pursuant not in Default; (2) Tenant gives Landlord written notice at least thirty (30) days prior to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment the proposed Permitted Transfer; and (3) with respect to a purchase, merger, consolidation or sublease. Any permitted transferee under reorganization or any other Permitted Transfer which results in Tenant ceasing to exist as a separate legal entity, (a) Tenant’s successor shall own all or substantially all of the assets of Tenant, and (b) Tenant’s successor shall have a net worth which is at least equal to the greater of Tenant’s net worth at the date of this Section 8.3 shall execute and deliver Lease or Tenant’s net worth as of the day prior to the proposed purchase, merger, consolidation or reorganization. Tenant’s notice to Landlord any shall include information and all documentation reasonably required showing that each of the above conditions has been satisfied. If requested by Landlord in order to evidence assigneeLandlord, Tenant’s successor shall sign a commercially reasonable form of assumption agreement. As used herein, (A) “parent” shall mean a company which owns a majority of all obligations Tenant’s voting equity; (B) “subsidiary” shall mean an entity wholly owned by Tenant or at least 51% of Tenant hereunder whose voting equity is owned by Tenant; and to evidence the assignee’s compliance (C) “affiliate” shall mean an entity controlled by, controlling or ability to comply) under common control with (a)(II) aboveTenant. Notwithstanding anything the foregoing, if any parent, affiliate or subsidiary to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease which this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge has been assigned or sublease, a Default has occurred and remains continuing transferred subsequently sells or transfers its voting equity or its interest under this LeaseLease other than to another parent, subsidiary or affiliate of the original Tenant named hereunder, such sale or transfer shall be deemed to be a Transfer requiring the consent of Landlord hereunder.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Permitted Transfers. The provisions In addition to and notwithstanding anything to the contrary in Paragraph 18.A above, and provided Tenant is not in default of Section 8.1 this Lease beyond the applicable cure period, Landlord hereby agrees to: (1) consent to Tenant’s assigning or subletting said Lease to: (i) any parent or subsidiary corporation, or corporation with which Tenant merges or consolidates provided that (a) said affiliate or successor owns all or substantially all of the assets of Tenant, (b) the net worth of said parent or subsidiary corporation, or said corporation has a net worth equal to or greater than Tenant’s net worth (x) at the time of Lease execution or (y) at the time of such assignment, merger, or consolidation, whichever is greater or if said net worth of the acquiring entity is not equal to or greater than Tenant’s net worth as provided for above, but is reasonably deemed sufficiently creditworthy as determined by Landlord (hereinafter referred to as “Net Worth Requirement”) (collectively “Permitted Transfers”), and (c) Tenant shall give Landlord written notice at least fifteen (15) days prior to the effective date of such assignment, sublease, proposed purchase, merger or sale (if not apply prohibited by law, given applicable disclosure and confidentiality requirements, or if prohibited by law, immediately after such effective date); or (ii) any third party or entity to whom Tenant, as an ongoing concern, sells all or substantially all of its assets; provided that (a) said affiliate or successor owns all or substantially all of the assets of Tenant, (b) the acquiring corporation meets the Net Worth Requirement prior to and after the merger, consolidation or acquisition (collectively “Permitted Transfers”), and (c) Tenant shall give Landlord written notice at least fifteen (15) days prior to the effective date of the proposed purchase, merger, consolidation or reorganization; and (2) waive its right to terminate the Lease due to a Permitted Transfer. No such assignment or subletting will release the Tenant from its liability and responsibility under this Initial: DWD/JA Lease to the extent Tenant continues in existence following such transaction. Notwithstanding the above, Tenant shall be required to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: give Landlord fifteen (I15) such sale of assets occurs on an arms’-length basis, days written notice prior to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or subletting (unless a shorter time period is required pursuant to applicable governmental regulations) to any Permitted Transferee, (b) execute Landlord’s consent document prepared by Landlord reflecting the assignment or subletting and (c) pay Landlord’s costs for processing said Consent prior to the effective date of said assignment or sublease. Any permitted transferee under (a) of this Section 8.3 Nothing herein shall execute and deliver be deemed to Landlord permit any and all documentation reasonably required by Landlord in order Permitted Transferee to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease further assign this Lease or sublet all or any portion of the Premises to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseother party without Landlord’s prior written consent.

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

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

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

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

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

Permitted Transfers. The Notwithstanding the foregoing provisions of Section 8.1 this Article 6, Tenant shall not apply have the right to make a Transfer without Landlord’s consent, but with prior written notice to Landlord, to (a) an Affiliate so long as such entity remains in such relationship to Tenant, and (b) a transfer Successor, provided that prior to or simultaneously with any assignment pursuant to this Section, such Affiliate or Successor, as the case may be, and Tenant execute and deliver to Landlord an assignment and assumption agreement in form and substance reasonably acceptable to Landlord whereby such Affiliate or Successor, as the case may be, shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Agreement on the part of Tenant to be performed, and whereby such Affiliate or Successor, as the case may be, shall expressly agree that the provisions of this Lease Article 6 shall, notwithstanding such Transfer, continue to be binding upon it with respect to all future Transfers. A Transfer made subject to and in connection accordance with the sale terms and provisions of substantially all this paragraph is referred to herein as a “Permitted Transfer”. For the original Tenant’s assets if: purposes hereof, an “Affiliate” shall be defined as any entity (Ii) such sale of assets occurs on that has an arms’-length basis, acceptable tangible net worth and the financial wherewithal to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Leasemeet its obligations under the Transfer instrument; and (IIii) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, which is controlled by, or is under common control with, or which controls Tenant; . As used herein, “control” means direct or, either together with others acting as a group or (c) a subletting otherwise, indirect ownership or possession of the Premises right or power, by vote of stockholders or directors, or by contract, agreement or other arrangements, or otherwise, to direct, determine, prevent or otherwise dictate managerial, operational or other actions or activities of any part thereofsuch person, firm or corporation. In For the case purposes hereof, “Successor” shall mean any entity into or with which Tenant is merged or with which Tenant is consolidated or which acquires all or substantially all of an assignment Tenant’s stock or sublease assets, provided that the surviving entity shall have a net worth and other financial indicators sufficient to meet Tenant’s obligations hereunder (but in no event less than the tangible net worth of Tenant as of the date of this Lease or the date immediately preceding the Transfer, whichever is expressly greater). Notwithstanding the provisions of this Section, no transaction or series of transactions which are effected solely for the purpose of qualifying as a transaction which does not require Landlord’s consent (i.e. and thereby avoiding the operation of the provisions of this Article 6) shall be permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this LeaseSection.

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

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

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

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

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

Permitted Transfers. The Notwithstanding the provisions of Section 8.1 PARAGRAPH 25.A above, Tenant shall have the right to enter into a Sublet, and Landlord shall not apply to withhold its consent thereto (aprovided that all of the conditions set forth in clauses (A), (B) and (C) below shall be met), if such Sublet is one of the following "Permitted Transfers": (i) a transfer Sublet to the surviving entity of a merger or an assignment consolidation involving the corporate entity constituting the Tenant under this Lease; or (ii) a Sublet to any subsidiary or Affiliate of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest Tenant originally named in this Lease. However, the foregoing Permitted Transfers shall be exempt from the requirement of Landlord's consent only if all of the following conditions shall be met: (A) there shall be no change in the use or operation of the Premises; (B) Tenant shall have provided to Landlord all information to allow Landlord to determine, and Landlord shall have determined, that the proposed transfer is a Permitted Transfer which is exempt from the requirement of Landlord's consent; and (IIC) upon the consummation as of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment Sublet, the proposed Subtenant has a net worth and net current assets equal to or sublease. Any permitted transferee greater than those of the original Tenant under (a) this Lease as of the date of this Section 8.3 shall execute and deliver to Landlord Lease. No Sublet of the type described in this PARAGRAPH 25.G, nor any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption other transfer of all or any portion of Tenant's interest in the Lease or the Premises, shall release Tenant of its obligations under this Lease. In addition, any sale or transfer of the capital stock of Tenant hereunder and to evidence shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any bona fide financing or capitalization for the assignee’s compliance benefit of Tenant, or (2) Tenant becomes a publicly traded corporation, or ability to comply(3) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge such sale or sublease this Lease transfer is made to any entity whatsoever ifpublicly traded corporation. In addition, Tenant shall have the right to sublease to one or more subtenants not more than Twenty Thousand (20,000) square feet of the Premises in the aggregate without Landlord's consent (but with notice to Landlord), provided (w) there shall be no change in the use or operation of the Premises, (x) Tenant is not in default of its obligations hereunder, which default is continuing after notice and the expiration of any applicable grace period, at the time of entering into any such assignment, mortgage, transfer, pledge or sublease, a Default has occurred (y) Tenant is in possession of the remainder of the Premises and remains continuing under primarily liable for its obligations hereunder, and (z) no such sublease shall have a term that expires beyond the thirty-sixth (36th) month following the Commencement Date. Landlord acknowledges that the foregoing right is a material inducement for Tenant to enter into this Lease. Tenant acknowledges that this grammatical paragraph shall not apply to any assignment or attempted assignment of all or any portion of its interest in this Lease, nor to any sublease of all or any portion of the Premises by Tenant for a term that expires beyond the thirty-sixth (36th) month following the Commencement Date. The rights described in this grammatical paragraph are personal to the Tenant originally named in this Lease, and shall not be exercised by any assignee or successor of such Tenant.

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

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or Landlord’s consent will not be required in connection with an assignment of this Lease in connection with Agreement or sublet of all or any part of the sale Leased Property to (i) an Affiliate of Tenant for so long as such entity remains an Affiliate of Tenant, or (ii) any entity succeeding to substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer assets of Tenant as a result of consolidation or assignmentmerger, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying iii) any entity to which all or substantially all of Tenant’s stock or assets have been sold or transferred, or (iv) any other transferee experienced in the business of the management and operation of correctional facilities (each, a “Permitted Transferee”); provided, however, that no such assignment or subletting shall result in Tenant being released or discharged from any liability under this Lease Agreement, unless (1) the Permitted Transferee agrees directly with Landlord, by written instrument in form satisfactory to Landlord in its reasonable discretion, to be bound by all the obligations of Tenant hereunder; , including, without limitation, the covenant against further assignment and subletting, and (b2) in the case of a Permitted Transferee that is not an assignment Affiliate of Tenant, either (X) Tenant demonstrates to Landlord’s reasonable satisfaction that the Permitted Transferee satisfies the Financially Responsible Test (as hereinafter defined) or (Y) Tenant or the Permitted Transferee deposits with Landlord an unconditional, irrevocable letter of credit (the “Letter of Credit”) in form and substance satisfactory to Landlord and satisfying the requirements of this Lease Agreement in a face amount equal to a successor to Tenant by merger, consolidation, reorganization twenty-four (24) months (or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (csuch lesser amount as Landlord may approve in Landlord’s sole discretion) a subletting of the Premises Base Rent then payable under this Lease Agreement (such amount referred to as the “Security Amount”) and proof reasonably satisfactory to Landlord that such Permitted Transferee satisfies the Financially Responsible Test or any part thereof. In the case Letter of an assignment or sublease that is expressly permitted pursuant Credit shall have been delivered to Landlord at least fifteen (a15) or (c) of this Section 8.3, Tenant shall nevertheless be required days prior to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of any such assignment or subleasetransaction. Any permitted transferee under (a) For purposes of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

Permitted Transfers. The Notwithstanding the provisions of Section 8.1 PARAGRAPH 25.A above, Tenant shall have the right to enter into a Sublet, and Landlord shall not apply to withhold its consent thereto (aprovided that all of the conditions set forth in clauses (A), (B) and (C) below shall be met), if such Sublet is one of the following "Permitted Transfers". (i) a transfer Sublet to the surviving entity of a merger or an assignment consolidation involving the corporate entity constituting the Tenant under this Lease; or (ii) a Sublet to any subsidiary or Affiliate of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest Tenant originally named in this Lease. However, the foregoing Permitted Transfers shall be exempt from the requirement of Landlord's consent only if all of the following conditions shall be met. (A) there shall be no change in the use or operation of the Premises; (B) Tenant shall have provided to Landlord all information to allow Landlord to determine, and Landlord shall have determined, that the proposed transfer is a Permitted Transfer which is exempt from the requirement of Landlord's consent; and (IIC) upon the consummation as of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment Sublet, the proposed Subtenant has a net worth and net current assets equal to or sublease. Any permitted transferee greater than those of the original Tenant under (a) this Lease as of the date of this Section 8.3 Lease. No Sublet of the type described in this PARAGRAPH 25.G, nor any other transfer of all or any portion of Tenant's interest in the Lease or the Premises, shall execute release Tenant of its obligations under this Lease. In addition, any sale or transfer of the capital stock of Tenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any bona fide financing or capitalization for the benefit of Tenant, or (2) Tenant becomes a publicly traded corporation, or (3) such sale or transfer is made to any publicly traded corporation. Notwithstanding the provisions of PARAGRAPH 25.D, Landlord shall not be entitled to any Excess Subrent in connection with any Permitted Transfer. In addition, Tenant shall have the right to sublease to one or more subtenants one entire floor of the Premises with Landlord's prior written consent, which shall not be unreasonably withheld, and deliver without payment of any Excess Subrent to Landlord as provided in PARAGRAPH 25.D in connection with such sublease, provided (w) there shall be no change in the use or operation of the Premises, (x) Tenant is not in default of its obligations hereunder, which default is continuing after notice and the expiration of any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever ifapplicable grace period, at the time of entering into any such assignment, mortgage, transfer, pledge or sublease, a Default has occurred (y) Tenant is in possession of the remainder of the Premises and remains continuing under primarily liable for all of its obligations hereunder, and (z) no such sublease shall have a term that expires beyond the thirty-sixth (36th)month following the Commencement Date. Landlord acknowledges that the foregoing right is a material inducement for Tenant to enter into this Lease. Tenant acknowledges that this grammatical paragraph shall not apply to any assignment or attempted assignment of all or any portion of its interest in this Lease, nor to any sublease of all or any portion of the Premises by Tenant for a term that expires beyond the thirty-sixth (36th) month following the Commencement Date. The rights described in this grammatical paragraph are personal to the Tenant originally named in this Lease, and shall not be exercised by any assignee or successor of such Tenant.

Permitted Transfers. The provisions of Section 8.1 shall not apply Notwithstanding anything to the contrary in Sections 9.1 or 9.2 above, but subject to Sections 9.3 and 9.4 above, Tenant may assign this Lease or sublet the Premises or any portion thereof, without Landlord’s consent, to (a) a transfer any affiliate of Tenant or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: parent (I) such sale or one or more of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer the constituent owners of Tenant or Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicableparent), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by mergerany partnership, consolidation, reorganization corporation or similar corporate restructuring or to an other entity that which controls, is controlled by, or is under common control withwith Tenant or Tenant’s parent, Tenant; or (c) any partnership, corporation or other entity resulting from a subletting merger or consolidation with Tenant or Tenant’s parent, or (d) any person or entity which acquires all or substantially all the assets of Tenant as a going concern (including by means of a purchase of all or substantially all of Tenant’s stock) provided that (i) Landlord receives at least ten (10) business days’ prior written notice of the Premises assignment or subletting (or, if such disclosure is prohibited by Legal Requirements or any part thereof. In confidentiality agreement to which Tenant is legally bound, Landlord receives written notice within five (5) days following such assignment or subletting), together with evidence that the requirements of this Section 9.5 have been met, (ii) the transferee assumes (in the event of an assignment) in writing all of Tenant’s obligations under this Lease, or agrees (in the event of a sublease) that such subtenant will, at Landlord’s election, attorn directly to Landlord in the event that this Lease is terminated for any reason, (iii) in the case of an assignment by means of a purchase of all or sublease that is expressly permitted pursuant to (a) or (c) substantially all of this Section 8.3Tenant’s stock, Tenant shall nevertheless be required to provide Landlord with notice the essential purpose of such assignment is to transfer an active, ongoing business with substantial assets in addition to this Lease, and in the case of an assignment (by any means), or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) the transaction is for legitimate business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver purposes unrelated to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease and the transaction is not a subterfuge by Tenant to any entity whatsoever ifavoid it obligations under this Lease or the restrictions on assignment and subletting contained herein, at the time of such assignmentand (iv) Maravai Life Sciences Holdings, mortgage, transfer, pledge or subleaseLLC, a Default has occurred Delaware limited liability company, shall remain liable as Guarantor under the Guaranty unless and remains continuing under this Leaseuntil a replacement guarantor is agreed upon by the parties.

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

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

Permitted Transfers. The provisions of Section 8.1 shall not apply Shares, Registrable Shares and rights granted to DRL under this Agreement may be transferred by DRL to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an any entity that controls, is controlled by, or is under common control with, Tenant; DRL, or (cb) a subletting of the Premises any person or any part thereof. In the case of entity other than an assignment or sublease that is expressly permitted pursuant to entity described in clause (a) or (c) of this Section 8.3hereof acquiring all, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy but not less than all, of the fully-executed documentation pursuant to which Shares or Registrable Shares (as such terms are defined in the assignment or subleaseRights Agreement) held by DRL; provided, as applicablehowever, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3that, in no event may Tenant assigneither case, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, (i) the Company is given written notice by the transferee at the time of such assignmenttransfer stating the name and address of the transferee and identifying the securities with respect to which such rights are being assigned, mortgageand (ii) any transferee to whom rights under this Agreement are transferred shall, as a condition to such transfer, pledge deliver to the Company a written instrument by which such transferee agrees to be bound by the obligations imposed upon DRL under Section 10 to the same extent as if such transferee were a party hereto; provided, further, that in the case of a proposed transfer to an entity which neither controls, is controlled by, nor is under common control with, DRL, the Shares or subleaseRegistrable Shares issued to DRL or the rights granted to DRL hereunder or under any other Financing Agreement, may not be transferred to any entity which is, in the reasonable judgment of the Board of Directors of the Company, a Default has occurred and remains continuing competitor of the Company. Registrable Shares (other than the Shares) shall not be subject to the foregoing transfer restrictions provided that the Company is given prior written notice of any transfer. In addition, DRL may transfer Shares or Registrable Shares as part of any merger of the Company or sale of all or substantially all of the outstanding capital stock of the Company. Except as provided herein, no transfer of Shares, Registrable Shares or rights under this LeaseAgreement shall be permitted. The foregoing transfer restrictions shall terminate and be of no further force or effect upon the occurrence of a "Public Offering" (as defined in the Restated Certificate) or the acquisition of the Company, whether effected by means of merger, sale of assets or capital stock or otherwise.

Permitted Transfers. The provisions Notwithstanding anything in Section 23.1 to the contrary, without Landlord’s consent but upon notice to Landlord, Tenant shall have the right to assign this Lease or sublet the Property Portfolio, an Individual Property or any part thereof to any parent, successor, majority-owned subsidiary or affiliated company of Tenant; i.e., a company 50% or more of the equity interests of which is owned, directly or indirectly, by Tenant, that meets the requirements of an Acceptable Assignee (and Tenant provides Landlord with evidence reasonably satisfactory to Landlord that the requirements of an Acceptable Assignee have been met), provided that the conditions set forth in Section 8.1 shall not apply to 23.1 (a), (d) a transfer or an assignment of and (e) are met, and provided, further, that the entity that will succeed to the Tenant’s interests under this Lease in connection with the sale of substantially all the original Tenant’s assets if: assumes (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, or ratifies and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lenderconfirms, if applicable), capable of satisfying ) all of the Tenant’s rights, obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted and liabilities hereunder pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide commercially reasonable documentation prepared by the Landlord with notice of such assignment or sublease and a true and complete copy of at the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assigneeTenant’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) aboveexpense. Notwithstanding anything to the contrary contained in Section 23.1, the Landlord further agrees that its consent shall not be required in connection with any assignment of the Tenant’s interest in the Lease incident to a merger or consolidation of the Tenant or any parent or sponsor entity of Tenant into another entity, or a sale of all or substantially all of the assets of the Tenant or any such parent or sponsor entity of Tenant or the sale of all of the issued and outstanding equity interests of the Tenant or such parent or sponsor entity of Tenant, provided that the following conditions (“No Consent Conditions”) are satisfied: (i) all Events of Default under this Lease are cured (or waived in writing by the Landlord) simultaneously with or prior to any assignment; (ii) the entity that will succeed to the Tenant’s interests under this Lease assumes (or ratifies and confirms, if applicable) all of the Tenant’s rights, obligations and liabilities hereunder pursuant to commercially reasonable documentation prepared by the Landlord at the Tenant’s expense, (iii) the entity that will succeed to Tenant’s interests under this Lease satisfies the requirements of an Acceptable Assignee (and Tenant provides Landlord with evidence reasonably satisfactory to Landlord that the requirements of an Acceptable Assignee have been met), and (iv) the conditions set forth in Section 23.1(d) are met. Tenant must, however, give not less than ten (10) Business Days’ prior notice to Landlord of any such assignment, sublease or other Transfer as specified in this Section 8.323.2, unless such advance notice is impractical or prohibited in accordance with any confidentiality requirements to which Tenant and/or any successor pursuant to a corporate succession is bound prior to any merger, consolidation or sale, in no event may which case Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at shall notify Landlord thereof promptly following the time consummation of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leasetransaction.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3Lease, Tenant may, without the consent of Landlord, assign its interests in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to (i) an Affiliate of Tenant Parent, or (ii) any assignee in the business of providing MMR Services which acquires all or substantially all of the business of Tenant Parent whether by stock purchase, asset purchase or other transfer, (iii) any public offering of the securities of Tenant Parent, or (iv) any merger or combination of Tenant Parent, Tenant and/or any parent entity whatsoever ifof the foregoing (each, at a “Permitted Transfer”). For purposes of the time foregoing, a sale of those assets of Tenant Parent and the Telx Affiliates that generates ninety percent (90%) or more of the aggregate gross revenues of Tenant Parent and the Telx Affiliates for the last full Tenant Parent fiscal year prior to any such sale shall be deemed to constitute a sale of “substantially all” of the assets of Tenant Parent and the Telx Affiliates. In the event Tenant Parent and Tenant assign their rights and interest in and to this Lease, directly or indirectly, to an assignee permitted with the prior written consent of Landlord under clause (ii) above, and the parent entity of such assignmentassignee (or another creditworthy entity reasonably satisfactory to Landlord) assumes the obligations of Tenant Parent and Tenant in writing by an assumption agreement in form reasonably satisfactory to Landlord, mortgage, transfer, pledge or sublease, a Default has occurred Tenant Parent and remains continuing Tenant shall be released from liability thereafter accruing under this Lease, including the Guaranty.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Agreement including, without limitation, this Section 8.311, Subtenant shall have the right to assign its entire interest under this Agreement or sublease all of the Subleased Premises, and Safeway shall not withhold its consent thereto (provided that all of the conditions set forth in no event may Tenant assignclauses (A) through (C) below shall be met), mortgageif such assignment is one of the following (each a “Permitted Transfer”): (i) an assignment in connection with the initial public offering of the stock of Subtenant; (ii) an assignment in connection with the non-bankruptcy reorganization, consolidation or merger of the corporate entity constituting the Subtenant under this Agreement, where substantially the same shareholders own substantially the same amounts and proportions of stock before and after such reorganization, consolidation or merger; (iii) an assignment in connection with the sale or transfer of all or substantially all of the shares of Subtenant’s stock (whether by private placement, on a public exchange and/or otherwise); or (iv) an assignment of Subtenant’s interest in this Agreement or a sublease by Subtenant of all of the Subleased Premises to an “Affiliate” (defined later) of Subtenant but only for such period during which such Affiliate remains an Affiliate of Subtenant. An “Affiliate” of a named entity is any corporation controlling, controlled by, or under common control with such named entity. However, the foregoing Permitted Transfers shall be exempt from the requirement of Safeway’s consent only if all of the following conditions shall be met: (A) the Subleased Premises shall be used solely for office purposes of the type typically found in a Class A office building; (B) the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. assignment would not breach any covenant of Safeway contained in the Master Lease; and (C) Subtenant shall have provided to Safeway at least ninety (90) days prior to such proposed transfer all information to allow Safeway to determine, and Safeway shall have determined in its reasonable judgment that the proposed transfer is a Permitted Transfer which is exempt from the requirement of Safeway’s consent. No transfer of the type described in this Section 11.5, or any other transfer, pledge or sublease this Lease to any entity whatsoever if, at the time shall release Subtenant of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing its obligations under this LeaseAgreement.

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

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

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

Permitted Transfers. The Notwithstanding the provisions of Section 8.1 6.1 hereof, the Sublessee may, without the necessity of obtaining the consent of the Sublessor, (i) assign this Sublease or sublease the Property or the Equipment (or a part thereof) to Affiliate of the Sublessee, (ii) sublet from time to time portions of the Improvements, provided that at no time shall not apply the aggregate rentable areas of the Improvements so subleased exceed fifty percent (50%) of the total rentable area of the Improvements, or (iii) assign this Sublease by operation of law or otherwise to a Person with. which the Sublessee merges or consolidates or to a Person that acquires all or substantially all of the assets of the Sublessee (each of (i), (ii) and (iii) being, a “Permitted Transfer” and each sublessee or assignee in a Permitted Transfer being a “Permitted Transferee”); provided in each case that the following conditions are met: (a) there shall not have occurred and be continuing a transfer or an Sublease Event of Default at the time of the proposed [Sublease] Permitted Transfer, (b) the Guarantor shall expressly confirm in writing its obligations under the Guaranty, in form and substance satisfactory to the Sublessor, (c) if the proposed Permitted Transfer is by assignment, the Permitted Transferee shall furnish to the Sublessor prior to the effective date of the assignment of this Lease in connection with a written instrument reasonably satisfactory to the sale of substantially Sublessor mi which assignee agrees to assume and be bound by all the original Tenant’s assets if: (I) such sale conditions,, obligations and agreements of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest the Sublessee contained in this LeaseSublease; (d) if the Permitted Transfer is a sublease, it shall be expressly subject and subordinate to this Sublease; and (IIe) upon the consummation use or uses of the transfer Permitted Transferee shall be such that they do not impair the value or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting utility of the Premises Property or the Equipment. The Sublessee shall notify the Sublessor promptly, and in any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within event- not less than ten (10) business days after Business Days prior to the effective date of any such assignment proposed Permitted Transfer, and shall provide the Sublessor with the terms. of or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of documents evidencing such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this LeasePermitted Transfer upon written request therefor.

Permitted Transfers. The Notwithstanding the provisions of Section 8.1 PARAGRAPH 25.A above, Tenant shall have the right to enter into a Sublet, and Landlord shall not apply to withhold its consent thereto (aprovided that all of the conditions set forth in clauses (A), (B) and (C) below shall be met), if such Sublet is one of the following “Permitted Transfers”: (i) a transfer Sublet to the surviving entity of a merger or an assignment consolidation involving the corporate entity constituting the Tenant under this Lease; or (ii) a Sublet to any subsidiary or Affiliate of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest Tenant originally named in this Lease. However, the foregoing Permitted Transfers shall be exempt from the requirement of Landlord’s consent only if all of the following conditions shall be met: (A) there shall be no change in the use or operation of the Premises; (B) Tenant shall have provided to Landlord all information to allow Landlord to determine, and Landlord shall have determined, that the proposed transfer is a Permitted Transfer which is exempt from the requirement of Landlord’s consent; and (IIC) upon the consummation as of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment Sublet, the proposed Subtenant has a net worth and net current assets equal to or sublease. Any permitted transferee greater than those of the original Tenant under (a) this Lease as of the date of this Section 8.3 shall execute and deliver to Landlord Lease. No Sublet of the type described in this PARAGRAPH 25.G, nor any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption other transfer of all or any portion of Tenant’s interest in the Lease or the Premises, shall release Tenant of its obligations under this Lease. In addition, any sale or transfer of the capital stock of Tenant hereunder and to evidence shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any bona fide financing or capitalization for the assignee’s compliance benefit of Tenant, or (2) Tenant becomes a publicly traded corporation, or ability to comply(3) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge such sale or sublease this Lease transfer is made to any entity whatsoever ifpublicly traded corporation. In addition, Tenant shall have the right to sublease to one or more subtenants not more than Twenty Thousand (20,000) square feet of the Premises in the aggregate without Landlord’s consent (but with notice to Landlord), provided (w) there shall be no change in the use or operation of the Premises, (x) Tenant is not in default of its obligations hereunder, which default is continuing after notice and the expiration of any applicable grace period, at the time of entering into any such assignment, mortgage, transfer, pledge or sublease, a Default has occurred (y) Tenant is in possession of the remainder of the Premises and remains continuing under primarily liable for its obligations hereunder, and (z) no such sublease shall have a term that expires beyond the thirty-sixth (36th) month following the Commencement Date. Landlord acknowledges that the foregoing right is a material inducement for Tenant to enter into this Lease. Tenant acknowledges that this grammatical paragraph shall not apply to any assignment or attempted assignment of all or any portion of its interest in this Lease, nor to any sublease of all or any portion of the Premises by Tenant for a term that expires beyond the thirty-sixth (36th) month following the Commencement Date. The rights described in this grammatical paragraph are personal to the Tenant originally named in this Lease, and shall not be exercised by any assignee or successor of such Tenant.

Permitted Transfers. The provisions of Section 8.1 Notwithstanding the foregoing, Tenant shall not apply have the right to (a) a transfer or an assignment of assign this Lease in connection with whole or in part, or to sublet any portion or all of the sale Premises, by operation of substantially all law or otherwise, without the original Tenantrequirement to obtain Landlord’s assets if: (I) such sale of assets occurs on an arms’-length basisconsent, to an unrelated third partybut upon written notice, and is for a bona fide business purpose without the need to provide any form of transfer fee, premium or other fees and not primarily costs payable to transfer Tenant’s interest in this Lease; Landlord and (II) upon with no right of recapture of any kind on the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination part of Landlord (and its lenderi) to any entity controlling, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control withwith Tenant), (ii) to any entity into or with which Tenant may be merged or consolidated, or (iii) to any entity that has acquired, or is concurrently therewith acquiring, ownership or control of all or substantially all of the assets of and/or ownership interest in Tenant; or (c) a subletting provided that Tenant notifies Landlord of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment promptly supplies Landlord with any documents or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of information reasonably requested by Landlord regarding such assignment or subleasesublease or such affiliate, and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease or otherwise effectuate any “release” by Tenant of such obligations and such Permitted Transferee shall thereafter become liable under this Lease, on a joint and several basis, with Tenant. Any permitted The transferee under a transfer specified in items (ai), (ii) or (iii) above shall be referred to as a “Permitted Transferee.” “Control,” as used in this Section 14.6, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. Notwithstanding any provision of this Lease to the contrary (including Section 8.3 14.7 below), the recently announced potential sale transaction, pursuant to which, if consummated, ownership interests in AssetMark Holdings, Inc. (Tenant’s corporate parent) would be transferred to a partnership owned by Aquiline Capital Partners and Genstar Capital, will not be deemed a Transfer hereunder, and therefore no prior notice or fee obligations, consent, cost reimbursement or recapture rights will arise in connection therewith; provided, however, Tenant shall execute and deliver notify Landlord in the event that such potential sale is consummated. In addition, notwithstanding anything herein to Landlord any and all documentation reasonably required the contrary, Tenant shall not mortgage, give as security, pledge or encumber this Lease, in whole or in part, without Landlord’s prior written consent, which consent may be withheld by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder its sole and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseabsolute discretion.

Permitted Transfers. The provisions of Section 8.1 shall not apply to Tenant may (ai) a transfer or an assignment of assign this Lease in connection with the sale of substantially or sublet all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for or a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation portion of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease Premises to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring the purchase of all or to an entity that controlssubstantially all of Tenant’s assets or ownership interests or effectuate a Change in Control event (collectively, is controlled bya “Permitted Successor Entity Transfer”), or is under common control with, Tenant; (ii) assign this Lease or (c) sublet all or a subletting portion of the Premises or to an Affiliate (defined below), in any part thereof. In event, without the case consent of an assignment or sublease Landlord (each a “Permitted Transfer” and each such transferee a “Permitted Transferee”), provided that is expressly permitted pursuant to all of the following conditions are satisfied: (a) Tenant must not be in Default; (b) Tenant must give Landlord written notice at least fifteen (15) Business Days before such Transfer, or, if the transfer or (c) of this Section 8.3transaction is subject to confidentiality restrictions, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after promptly following the effective date of such assignment or sublease; and (c) if the Transfer is a Permitted Successor Entity Transfer, the Credit Requirement (defined below) must be satisfied. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver Tenant’s notice to Landlord any shall include information and all documentation reasonably required by Landlord in order to evidence assignee’s assumption evidencing that the Transfers qualifies as a Permitted Transfer hereunder and that each of all obligations the above conditions has been satisfied. “Affiliate” shall mean an entity controlled by, controlling or under common control with Tenant and “control” shall mean ownership of fifty percent (50%) or more of the voting shares/rights of the applicable entity. The “Credit Requirement” shall be deemed satisfied if, as of the date immediately preceding the date of the Permitted Transfer, the Net Worth of the successor entity is not less than the Net Worth of Tenant hereunder as determined in accordance with generally accepted accounting principles and provided on Tenant’s unaudited financial statements submitted to evidence Landlord for Tenant’s financial quarter between January 1, 2020 and March 31, 2020. For the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3purposes herein, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease“Net Worth” shall be calculated as Total Assets – Total Liabilities – Intangible Assets.

Permitted Transfers. The Notwithstanding the provisions of Section 8.1 Paragraph 25.A above, Tenant shall have the right to assign its entire interest under this Lease, and Landlord shall not apply to withhold its consent thereto (aprovided that all of the conditions set forth in clauses (A) a transfer or an and (B) below shall be met), if such assignment is one of this Lease in connection with the sale of substantially all the original Tenant’s assets iffollowing "Permitted Transfers": (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (bi) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity corporation that controls, is controlled by, controls, or is under common control with, with Tenant; or (cii) a subletting an assignment in connection with the non-bankruptcy reorganization or merger of the Premises or any part thereof. In corporate entity constituting the case Tenant under this Lease, where either (x) the shareholders of an assignment or sublease that is expressly permitted pursuant to the Tenant originally named in this Lease control (ai.e., own fifty-one percent (51%) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy more of the fully-executed documentation pursuant to which voting stock of) the assignment reorganized or subleasesurviving entity, or (y) as applicable, has been effectuated within ten (10) business days after of the effective date of such assignment assignment, the reorganized or sublease. Any permitted transferee surviving entity has a net worth equal to or greater than the net worth the Tenant originally named under (a) this Lease had as of the date of this Section 8.3 Lease, and the reorganized or surviving entity devotes all or a substantial portion of its business to activities involving the Internet, computer hardware, or computer software. However, the foregoing Permitted Transfers shall execute be exempt from the requirement of Landlord's consent only if all of the following conditions shall be met: (A) there shall be no change in the use or operation of the Premises; and deliver (B) Tenant shall have provided to Landlord any all information to allow Landlord to determine, and all documentation reasonably required by Landlord in order to evidence assignee’s assumption shall have determined, that the proposed transfer is a Permitted Transfer which is exempt from the requirement of all obligations Landlord's consent. No transfer of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained type described in this Section 8.3Paragraph 25.G, in no event may Tenant assign, mortgage, or any other transfer, pledge or sublease this Lease to any entity whatsoever if, at the time shall release Tenant of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing its obligations under this Lease.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer Notwithstanding Section 2.1(a) above, any Borrower may engage in the transactions described below after at least thirty (30) days’ prior written notice to Lender, provided that all of the following conditions are met: (i) there is no Event of Default or Potential Event of Default under the Loan Documents; (ii) the proposed transferee complies with and delivers an assignment of this Lease ERISA certification and indemnification agreement in the form delivered by original Borrowers in connection with the sale of substantially all Loan (or, if the original Tenant’s assets if: statements required by the certification are not true with respect to the proposed transferee, Lender shall have received such evidence as it may require in its sole discretion to determine that the proposed transfer is not and would not render the Loan a prohibited transaction under ERISA); (Iiii) the proposed transferee shall have provided such sale of assets occurs on an arms’-length basis, to an unrelated third party, and information about the proposed transferee as is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Leasereasonably requested by Lender; and (IIiv) upon payment by such Borrower or the consummation proposed transferee of (1) all third party out-of-pocket costs and expenses reasonably incurred by Lender for the processing of said transfer, including a processing fee (which shall be the only fee paid to Lender or any servicer of the Loan) of $20,000.00 with respect to each such transfer if title to any Property is transferred as the result of such transfer (it being understood that if multiple Properties owned by one or assignmentmore Borrowers are to be simultaneously transferred to a single proposed transferee, the transferee or assignee isprocessing fee due in connection with such transaction shall be $20,000.00 regardless of the number of Properties to be transferred by such Borrower to such transferee), (2) any documentary stamp taxes, intangibles taxes, mortgage taxes, recording fees, and other costs and expenses required in connection with the soletransfer, but (3) all other reasonable determination of Landlord third party costs and expenses (including reasonable attorneys’ fees and its lenderexpenses for Lender’s staff attorneys and outside counsel), and (4) any Rating Agency fees and expenses, if applicable), capable of satisfying . Provided all of Tenant’s obligations hereunder; the foregoing conditions are fulfilled with respect to each such transfer, and provided further that (bi) an assignment of this Lease the guarantor (or a replacement guarantor acceptable to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (cLender) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of Loan following such assignment or sublease and transfer maintains a true and complete copy of the fully-executed documentation pursuant to which the assignment or subleasenet worth, as applicablereasonably determined by Lender, has been effectuated within ten of at least $50 million (10ii) business days after counsel to transferee and the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 replacement guarantors and indemnitors shall execute and deliver to Landlord any Lender opinion letters relating to such transfer (including enforceability and all documentation nonconsolidation opinions) in form and substance reasonably required by Landlord in order satisfactory to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.Lender:

Permitted Transfers. The provisions of Notwithstanding Section 8.1 shall 10(a), provided any such transaction is not apply a "sham" transaction intended solely to (a) a transfer or an assignment avoid the.requirements of this Lease in connection with the sale Section 10, Tenant may Transfer all or part of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s its interest in this LeaseLease or all or part of the Premises (a "Permitted Transfer") to the following types of entities (a "Permitted Transferee") without the written consent of Landlord: (1) an Affiliate of Tenant; (2) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity in which or with which Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as (A) Tenant's obligations hereunder are assumed by the entity surviving such merger or created by such consolidation; and (IIB) upon if and only if Tenant is not a publicly traded entity or company, the consummation Tangible Net Worth of the transfer surviving or assignmentcreated entity is not less than the Tangible Net Worth of Tenant as of the date hereof; or (3) any corporation, the transferee limited partnership, limited liability partnership, limited liability company or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying other business entity acquiring all or substantially all of Tenant’s 's assets, so long as (A) Tenant's obligations hereunder are assumed by the entity surviving such merger or created by such consolidation; and (B) if and only if Tenant is not a publicly traded entity or company immediately prior to such Transfer, the Tangible Net Worth of the surviving or created entity is not less than the Tangible Net Worth of Tenant as of the date hereof. Tenant shall promptly notify Landlord of any such Permitted Transfer. Tenant shall remain liable for the performance of all of the obligations of Tenant hereunder; (b) an assignment , or if Tenant no longer exists because of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring acquisition, the surviving or to an acquiring entity that controlsshall expressly assume in writing the obligations of Tenant hereunder. Additionally, is controlled bythe Permitted Transferee shall comply with all of the terms and conditions of this Lease, or is under common control withincluding the Permitted Use, Tenant; or (c) a subletting and the use of the Premises by the Permitted Transferee may not violate any other agreements affecting the Premises, the Buildings, the Complex, Landlord or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy other tenants of the fully-executed documentation pursuant to which the assignment Buildings or sublease, as applicable, has been effectuated within ten Complex. No later than thirty (1030) business days after the effective date of any Permitted Transfer, Tenant agrees to furnish Landlord with (A) copies of the instrument effecting any of the foregoing Transfers, (B) documentation establishing Tenant's satisfaction of the requirements set forth above applicable to any such assignment or subleaseTransfer, and (C) evidence of insurance as required under this Lease with respect to the Permitted Transferee. The occurrence of a Permitted Transfer shall not waive Landlord's rights as to any subsequent Transfers. "Tangible Net Worth" means the excess of total assets over total liabilities, in each case as determined in accordance with generally accepted accounting principles consistently applied ("GAAP"), excluding goodwill, but including the value of licenses, patents, trademarks, trade names, copyrights, and franchises. Any permitted transferee under (a) subsequent Transfer by a Permitted Transferee shall be subject to the terms of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above10. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease17 11.

Permitted Transfers. The provisions Notwithstanding anything to the contrary in this Sublease, Subtenant may, without Sublandlord’s prior written consent, but with prior notice to Sublandlord, assign this Sublease or sublet all or portions of Section 8.1 shall not apply the Premises to (ai) a transfer subsidiary, affiliate, parent or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an other entity that which controls, is controlled by, or is under common control with, TenantSubtenant; or to (cii) a subletting successor corporation related to subtenant by merger, consolidation, or reorganization, or an entity that acquires all or substantially all of the Premises assets of Subtenant, provided that the successor corporation or entity has a net worth at least equal to the greater of the net worth of Subtenant upon mutual execution of this Sublease or the net worth of Subtenant immediately prior to such merger, consolidation, or reorganization (any part of the foregoing are referred to herein as "Permitted Transfers"). In the event of any assignment or subletting permitted by the foregoing sentence, a copy of the documentation effecting such permitted assignment or subletting shall be delivered to Sublandlord prior to the effective date thereof. In the case of an assignment or sublease that is a permitted assignment, the assignee shall expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy assume all of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant Subtenant hereunder and in an assumption agreement reasonably acceptable to evidence Sublandlord. In the assignee’s compliance (or ability case of a permitted subletting, the subtenant shall expressly agree to comply) comply with (a)(II) above. Notwithstanding anything all of Subtenant's obligations under this Sublease applicable to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever ifPremises and, at Sublandlord's option, will agree (except for the time economic obligations which such subtenant will undertake directly to Subtenant) to attorn to Sublandlord under the terms of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under the sublease in the event this LeaseSublease terminates before the sublease expires.

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

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

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

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest Notwithstanding anything contained in this Lease; and (II) upon Section 17 to the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3contrary, Tenant shall nevertheless be required have the right, upon written notice to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within not less than ten (10) business days after prior to such transfer and without Landlord’s consent, to assign this Lease or sublet all or any portion of the effective date of Premises to a Permitted Transferee (as hereinafter defined), provided that such assignment or sublease. Any permitted transferee under (a) subletting shall not relieve Tenant of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption its primary responsibility for the performance of all obligations of Tenant hereunder hereunder, and in the event of an assignment to evidence a Permitted Transferee, such Permitted Transferee assumes in a written agreement reasonably acceptable to Landlord the assignee’s compliance (or ability obligations of Tenant hereunder, and in the event of a sublease, such sublease is governed by a written form of sublease reasonably acceptable to comply) with (a)(II) above. Notwithstanding anything to the contrary contained Landlord, and in this Section 8.3either case, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time a fully-executed copy of such assignment, mortgage, transfer, pledge assumption or sublease, as the case may be, is provided to Landlord concurrently with the notice of such transfer required hereunder. As used herein, a Default has occurred “Permitted Transferee “ shall mean (i) any entity owned, controlled by, or under common control with Tenant, (ii) any parent, subsidiary, operating division, or affiliate of Tenant, (iii) any entity which is under common ownership or control with Tenant, (iv) any entity into which Tenant is merged or consolidated or which consolidates into Tenant, or (v) any entity which acquires all or substantially all of the assets and remains continuing liabilities of Tenant (including without limitation all of Tenant’s right, interest and liability under this Lease); provided, in each case (except, in the case of items (i), (ii), or (iii) above, to the extent that Tenant remains in existence following such assignment or subletting), the net worth of such entity is not less than the net worth of Tenant as of the date of this Lease.

Permitted Transfers. The Notwithstanding the above provisions of this Section 11, Borrower may, without the consent of Lender, (i) make transfers of immaterial portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 8.1 6 hereof) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, 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 or amend the Operating Agreements, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall not apply to (a) materially impair the utility and operation of the Property or have a transfer or an assignment Material Adverse Affect on the value of this Lease the Property taken as a whole. If Borrower shall receive any net proceeds in connection with any such transfer or other conveyance, Borrower shall have the sale right to use any such proceeds in connection with any Alterations performed in connection with, or required as a result of, such conveyance. Except as provided below with respect to any Taking, the amount of substantially all any net proceeds received by Borrower in excess of the original Tenant’s assets if: (I) cost of such sale of assets occurs on an arms’-length basis, to an unrelated third partyAlterations shall be deposited in the Replacement Reserve Sub-Account, and is shall be available to Borrower for a bona fide business purpose and not primarily use in performing any further or other Alterations or with respect to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereofProperty. In the case of an assignment connection with any transfer, conveyance or sublease that is expressly encumbrance permitted pursuant to (a) or (c) of this Section 8.311(c), Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the transfers referred to Landlord any in clause (i) above, to release the portion of the Property affected by such Taking or such transfer from the Lien of this Mortgage or, in the case of clause (ii) above, to subordinate the Lien of this Mortgage to such easements, restrictions, covenants, reservations and all documentation reasonably required rights of way or other similar grants upon receipt by Landlord in order to evidence assignee’s assumption Lxxxxx of: a copy of all obligations the instrument of Tenant hereunder transfer; and to evidence the assignee’s compliance an Officer's Certificate stating (or ability to complyx) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease respect to any entity whatsoever ifTransfer, at the time consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of such assignment, mortgage, transfer, pledge the Property or sublease, a Default has occurred and remains continuing under this Leasematerially reduce its value. All Taking Proceeds shall be applied in accordance with the provisions of Section 6 hereof.

Permitted Transfers. The provisions 16.7.1 Provided that no Event of Section 8.1 Default shall be continuing, Tenant may, upon not apply less than ten (10) business days’ prior notice to (a) a transfer or an assignment of Landlord, but without obtaining Landlord’s consent, assign this Lease in connection with the sale of substantially or sublease all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting any part of the Premises or any part thereof. In the case to an Affiliate of an assignment or sublease that is expressly permitted pursuant to Tenant (aas defined in Section 16.7.3 below) or (c) for so long as such Affiliate of this Section 8.3, Tenant shall nevertheless be required remain an Affiliate of the Tenant initially named herein, provided that (i) the Affiliate of Tenant shall continue to provide Landlord with notice of use the Premises for the Use and for no other use, (ii) Tenant shall deliver a duplicate original duly executed sublease or assignment and assumption agreement evidencing such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated Landlord within ten (10) business days after the effective date execution thereof, which instrument shall comply with the provisions of Section 16.4 hereof, and (iii) in the case of an assignment, the Affiliate of Tenant shall comply with the net worth requirements and other provisions set forth in Section 16.7.2(i) below (and, for purposes of this Section 16.7.1, the tangible net worth of the named Tenant may be taken into account to satisfy such net worth test). Notwithstanding any such assignment or subleasesubletting, Tenant shall remain fully and primarily liable for the obligations of the Tenant under this Lease. Any permitted transferee under (a) assignment or sublease effected in accordance with the provisions of this Section 8.3 16.7 shall execute be subject to all of the provisions of this Article 16 (including, without limitation, Section 16.4). If any time following an assignment to an Affiliate of Tenant or subletting to an Affiliate of Tenant, such assignee or subtenant shall cease to be an Affiliate of Tenant, then Tenant shall obtain Landlord’s consent to such assignment or subletting pursuant to this Article 16 in the same manner as if the assignee or subtenant, as the case may be, were not an Affiliate of Tenant, and deliver if Landlord declines to consent to such assignment or subletting in accordance with the provisions of this Article 16, (x) in the event of an assignment of this Lease, Tenant shall, at least three (3) days prior to the date such assignee shall cease to be an Affiliate of Tenant, assign this Lease back to the Tenant named herein or to the entity which was the Tenant immediately prior to such assignment to the Affiliate of Tenant and (y) in the event of a sublease of all or any part of the Premises, Tenant shall, within three (3) days prior to the date such subtenant ceases to be an Affiliate of Tenant, terminate such sublease and, in either of said cases, cause the assignee or subtenant, as the case may be, to vacate the Space, and, with respect to any Space not constituting the entire Premises, restore the Premises to the condition existing immediately prior to the commencement of the sublease term, including any demolition of partitions and doors erected or installed pursuant to Section 16.4.1(d) above and related repair and restoration of the Premises. Sections 16.2 and 16.5 shall not apply to a sublease or assignment to an Affiliate of Tenant made pursuant to and in accordance with this Section 16.7 (Tenant must, however, give not less than ten (10) business days’ notice to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (such sublease or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained assignment as specified in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease16.7.1).

Permitted Transfers. The provisions of Section 8.1 Shareholders shall not apply be permitted to Transfer Shares as follows, which is illustrated in the table set forth in Exhibit B hereto: (a) a transfer with respect to Charter Oak, GEO Chemicals, Aheaxx xxx Eckmxx, xx the Company or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basisits Affiliates, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) with respect to Charter Oak, to any of its Affiliates (excluding any of its operating companies) and, in an assignment aggregate amount of this Lease up to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or twenty percent (c20%) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant diluted outstanding equity of the Company, to any outside director(s) of the Company designated by Charter Oak, (c) with respect to GEO Chemicals, to Aheaxx xx Eckmxx xxx as otherwise permitted by the GEO Chemicals Operating Agreement, entered into as of the date hereof, which shall not be amended, (d) with respect to Aheaxx xxx Eckmxx, xx the assignment respective Manager's parents, siblings, spouse or subleaseissue (including, without limitation, adopted issue), or to a trust or partnership for the exclusive benefit of any one or more of the respective Manager, his parents, siblings, spouse or issue, and as applicableotherwise permitted by the GEO Chemicals Operating Agreement, has been effectuated within ten which shall not be amended without the consent of Charter Oak, and (10e) business days after with respect to the effective date Charter Oak Designees, to Charter Oak or to each other. Each of such assignment the persons referenced in clauses (b), (c) or sublease. Any permitted transferee under (d) of the preceding sentence is sometimes hereinafter referred to as a "Permitted Transferee." Each Permitted Transferee shall be (a) bound by this Agreement with the same effect as if the Permitted Transferee were a Shareholder hereunder and (b) obligated to Transfer all Shares owned by the Permitted Transferee to the Company when the Shareholder who transferred the Shares to the Permitted Transferee becomes obligated to Transfer all Shares owned by that Shareholder pursuant to the provisions of this Section 8.3 Agreement. To memorialize the provisions of the foregoing sentence, each Permitted Transferee shall execute sign either a duplicate counterpart of this Agreement or, if requested by the Company, a modified version reflecting only the particular rights and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything applicable to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this LeasePermitted Transferee.

Permitted Transfers. The provisions of Section 8.1 shall not apply “Affiliate” means, with respect to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third any party, a person or entity that controls, is under common control with, or is controlled by such party. “Control” means the direct or indirect power to direct the ordinary management and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and policies of an entity, whether through the ownership of voting securities, by contract or otherwise. Tenant may (IIi) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of assign this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring the purchase of all or substantially all of Tenant’s assets, or (ii) assign this Lease to an entity Affiliate, in each case without Landlord’s consent, provided that controls, is controlled by, or is under common control with, Tenantall of the following conditions are satisfied (a “Permitted Transfer”): (a) Tenant must not be in Default; or (b) Tenant must give Landlord written notice at least 5 business days before such Transfer; (c) if such Transfer will result from a subletting merger or consolidation of Tenant with another entity, or the Premises purchase of all or any part thereof. In substantially all of Tenant’s assets by another entity where Tenant will not be the surviving entity to the merger, then the Credit Requirement (defined below) must be satisfied; and (d) in the case of an assignment or sublease that is expressly permitted of this Lease other than pursuant to (a) a merger or (c) of this Section 8.3consolidation, Tenant shall nevertheless be required the assignee must execute and deliver to provide Landlord with notice of such assignment or sublease and Landlord, at least 5 business days before the assignment, a true and complete copy of the fully-executed documentation commercially reasonable instrument pursuant to which the assignment or subleaseassignee assumes, for Landlord’s benefit, all of Tenant’s obligations hereunder. Tenant’s notice to Landlord shall include information and documentation evidencing the Permitted Transfer and showing that each of the above conditions has been satisfied. The “Credit Requirement” shall be deemed satisfied if, as applicable, has been effectuated within ten (10) business days after of the effective date immediately succeeding the date of such assignment or sublease. Any permitted transferee under the Permitted Transfer, the financial strength of either (a) the entity with which Tenant is to merge or consolidate in the event of this Section 8.3 shall execute and deliver to Landlord any and a merger or consolidation, or (b) the entity which is purchasing all documentation reasonably required by Landlord or substantially all of Tenant’s assets in order to evidence assignee’s assumption the event of a sale of all obligations or substantially all of Tenant’s assets, is not less than that of Tenant hereunder as of the date immediately preceding the Transfer as determined (x) based on credit ratings of such entity and to evidence the assigneeTenant by both Moody’s compliance and Standard & Poor’s (or ability to complyby either such agency alone, if applicable ratings by the other agency do not exist), or (y) if such credit ratings do not exist, then in accordance with Moody’s KMV RiskCalc (a)(IIi.e., the on-line software tool offered by Moody’s for analyzing credit risk) above. Notwithstanding anything to based on CFO-certified financial statements for such entity and Tenant covering their last two fiscal years ending before the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this LeaseTransfer.

Permitted Transfers. The Notwithstanding anything to the contrary set forth herein, (i) subject to the provisions of Section 8.1 the paragraph immediately following this paragraph, any transfer (whether by operation of law or otherwise) of any shares of the common stock of CareMatrix or any other publicly traded entity that is a member of the Leasing Group shall not apply constitute a Lease Default and (ii) any merger of CareMatrix with any other Person shall not constitute a Lease Default, provided, that, (x) Lessor is provided with at least fifteen (15) days' prior written notice of such merger and Lessor receives such assurances, estoppels and confirmations that it reasonably requires with respect to such merger and the execution and deliver of any Replacement Guaranty, (y) the Tangible Net Worth of the entity surviving such merger is equal to or greater than the Tangible Net Worth of CareMatrix immediately prior to such merger and (z) if CareMatrix is not the survivor of such merger, (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, direct and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation indirect holders of the transfer or assignment, the transferee or assignee is, beneficial interests in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an such surviving entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord Lessor a guaranty (in form and substance acceptable to Lessor) of Lessee's obligations under the Lease Documents in a form substantially similar to the CareMatrix Guaranty (each such guaranty shall be referred to herein as a "Replacement Guaranty") and (b) Lessor shall receive opinions of counsel (from counsel reasonably acceptable to Lessor), in form and substance reasonably acceptable to Lessor, opining as to the due authorization and enforceability of each Replacement Guaranty; provided, however, that no such Replacement Guaranty shall be required from any and all documentation reasonably required by Landlord Person solely as a result of such Person's ownership of any capital stock in order to evidence assignee’s assumption any publicly traded entity (which holds any direct or indirect interest in the survivor of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) abovesuch merger). Notwithstanding anything to the contrary contained set forth herein, except as a result of or in this Section 8.3connection with a merger permitted pursuant to the immediately preceding paragraph, in no event may Tenant assignthe beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever ifas amended), at any time, by any Person and its Affiliates, either individually or as a group, of an aggregate of fifty percent (50%) or more of the time common stock of such assignment, mortgage, transfer, pledge CareMatrix or sublease, any other guarantor of Lessee's obligations under the Lease Documents shall constitute a Default has occurred and remains continuing under this LeaseLease Default.

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

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

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

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

Permitted Transfers. The provisions of Section 8.1 shall not apply Notwithstanding anything to the contrary herein, Tenant may, without Landlord's prior written consent, sublet the Premises or assign the Lease to ("Permitted Transferee") (a) a transfer subsidiary, affiliate, franchisee, division or an assignment of this Lease in connection corporation controlled or under common control with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor corporation related to Tenant by merger, consolidation, non-bankruptcy reorganization or similar corporate restructuring government action, provided such successor corporation has a net worth at the time of the applicable sublease or to an entity that controls, is controlled by, or is under common control with, assignment of no less than Tenant's net worth on the Commencement Date of this Lease; or and (c) a subletting purchaser of substantially all of Tenant's assets as a going concern. Except for the Premises or requirement that Tenant first obtain the written consent of Landlord, all other terms and provisions of this Lease, including Section 14.3, shall apply to any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant sub1ease to (a) a Permitted Transferee as if Landlord had consented to or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of approved such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within and any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Tenant shall provide Landlord with the following no later than ten (10) business days after prior to the effective date of such the proposed assignment or sublease. Any subletting to a permitted transferee under Transferee: (ax) the name and address of this Section 8.3 shall execute the Permitted Transferee, (y) a copy of the proposed sublet or assignment agreement, including the material terms and deliver to Landlord any conditions thereof, and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to complyz) with respect to any Permitted Transferees described in subsection (a)(IIb) above, satisfactory evidence of the net worth of the Permitted Transferee. Notwithstanding anything to the contrary contained in this Section 8.3, in In no event may Tenant assign, mortgage, transfer, pledge shall any Permitted Transferee conduct any use in the Premises or sublease this Lease to any entity whatsoever if, at portion thereof which conflicts with the time provisions of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under Section 5.1 of this Lease.

Permitted Transfers. The provisions Notwithstanding anything contained in this Article VII to the contrary, provided that Tenant is not then in default (beyond applicable notice and cure periods) under this Lease, Tenant may, upon not less than ten (10) days’ prior written notice to Landlord (which notice shall contain a written certificate from Tenant, signed by an authorized representative of Section 8.1 Tenant, containing a representation as to the true, correct and complete legal and beneficial relationship of Tenant and the proposed assignee, transferee or subtenant) but without Landlord’s prior written consent and without being subject to Landlord’s rights and Tenant’s obligations set forth in Sections 7.4 and 7.5 below, assign or transfer its entire interest in this Lease or sublease the entire or any portion of the Premises to any of the following (each, an “Affiliate”): (i) to a corporation or other business entity (herein sometimes referred to as a “successor corporation”) into or with which Tenant shall be merged or consolidated, or to which substantially all of the assets of Tenant may be transferred or sold, provided that such successor corporation shall have a net worth and liquidity at least equal to the greater of the net worth and liquidity of Tenant as of the date hereof or as of the date of the transaction, or such lesser net worth and liquidity as may be otherwise reasonably acceptable to Landlord taking into account the net worth and liquidity of Tenant given that the original Tenant under this Lease is not apply being released, and provided that the successor corporation shall assume in writing all of the obligations and liabilities of Tenant under this Lease and the proposed use of the Premises is in compliance with Article VI; or (ii) to a corporation or other business entity (aherein sometimes referred to as a “related corporation”) which shall control, be controlled by or be under common control with Tenant, provided that such related corporation shall (in the case of an assignment) assume in writing all of the obligations and liabilities of Tenant under this Lease (without relieving Tenant therefrom) and the proposed use of the Premises is in compliance with Article VI and (in the case of a transfer or an assignment sublease) such related corporation shall agree to be bound by all of the terms and conditions of this Lease with respect to the subleased space during the sublease term (however, in connection case of a sublease, such related corporation’s rental obligation shall be as described in the sublease in question) and the proposed use of the subleased portion of the Premises is in compliance with Article VI. In the sale event of substantially any such assignment or subletting, Tenant shall remain fully liable as a primary obligor for the payment of all rent and other charges required hereunder and for the original Tenant’s assets if: performance of all obligations to be performed by Tenant hereunder. For purposes of clause (Iii) such sale above, “control” shall be deemed to be direct or indirect ownership of assets occurs on an arms’-length basismore than fifty percent (50%) of the stock or other voting interest of Tenant or the related corporation or other business entity, as the case may be. Notwithstanding the foregoing, if Tenant structures one or more assignment or sublease transactions to an unrelated third partyentity that meets the definition of an Affiliate as specified above for the purpose of circumventing the restrictions on subleases and assignments provided elsewhere in this Article VII, then such subtenant(s) or assignee(s) shall conclusively be deemed not to be an Affiliate and subject to all such restrictions. In addition, Tenant may allow its clients, contractors, customers, strategic partners or other entities with whom Tenant has or is for then establishing a bona fide business purpose and not primarily relationship unrelated to transfer Tenant’s interest in this Lease; and use of office space (IIeach, a “Business Affiliate”) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting use portions of the Premises from time to time on a temporary basis for joint projects with Tenant on the terms of this paragraph without such arrangements being considered a sublease or any part thereofassignment. In the case of an assignment or sublease that is expressly permitted pursuant to Space used by such Business Affiliates may not be separately demised and no signage may be installed for such users. These arrangements may not exceed ten percent (a) or (c10%) of this Section 8.3, the Premises and Tenant shall nevertheless be required to provide Landlord with notice of may not charge rent for such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseuse.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) If Tenant is a transfer corporation, a partnership or an assignment of this Lease in connection with the sale of substantially all the original Tenantother non-incorporated entity, Tenant may, without Landlord’s assets if: (I) such sale of assets occurs on an arms’-length basisconsent, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer assign Tenant’s interest in this LeaseLease or sublease the Premises to (1) any Affiliate (as defined below) of Tenant; (2) any parent of Tenant; (3) any Affiliate of Tenant’s parent corporation of which such parent owns a controlling interest; (4) any entity which Tenant has acquired; and (II5) upon the consummation any corporation or other entity into which Tenant merges or consolidates or which purchases all or substantially all of the transfer assets or assignmentstock of Tenant or its Affiliate (each, the transferee or assignee is, a “Permitted Transfer”); provided that in the soleinstance of any Permitted Transfer, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of i) the resulting entity has a net worth at least equal to Tenant’s obligations hereunder; (b) an assignment net worth as of the date of this Lease or the date of transfer (whichever is greater), (ii) at least ten (10) business days prior to the effective date of the Permitted Transfer, the party to whom the Permitted Transfer is made shall execute and deliver to Landlord an instrument pursuant to which such transferee shall assume and shall be bound by all obligations of Tenant for payment of all amounts of Rent and other sums and the performance of all covenants required by Tenant pursuant to this Lease, including a successor verbatim reaffirmation and restatement of the confession of judgment provisions contained in this Lease, (iii) any sublease shall expressly state that it is subject and subordinate to this Lease, (iv) not less than ten (10) business days prior to the effective date of the Transfer, Tenant shall provide Landlord with such evidence as Landlord may reasonably require to establish that the Transfer meets the requirements of a Permitted Transfer, (v) Tenant shall not be released from its obligations under this Lease; (vi) Landlord may require to have either Tenant’s ultimate parent company or the proposed transferee’s, assignee’s or sublessee’s ultimate parent company provide a guaranty of the applicable entity’s obligations under this Lease, in a form acceptable to Landlord, which guaranty shall be executed and delivered to Landlord by mergerthe applicable guarantor prior to the transfer date and as a condition to the effectiveness of such transfer; (vii) Tenant shall reimburse Landlord for Landlord’s actual costs and expenses, consolidationincluding reasonable attorneys’ fees, reorganization charges and disbursements incurred in connection with the review, processing and documentation of such request; and (viii) Tenant shall not then be in default in any respect after receipt of written notice (i.e., Tenant must cure any noticed default before exercising any Permitted Transfer). “Affiliate” means, as to any designated person or similar corporate restructuring entity, any person or to an entity that which controls, is controlled by, or is under common control with, Tenant; such designated person or entity. Tenant shall not be allowed to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (c) for example, transferring its interest to a subletting shell corporation that subsequently files a Lease – Design Therapeutics, Inc. 15 LL: XMG, T: JS bankruptcy), and any such transfer shall constitute an Event of Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the Premises or any part thereof. In assets of Tenant that do not meet the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) requirements of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and deemed a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assigneeTransfer that requires Landlord’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseprior written consent.

Permitted Transfers. The Notwithstanding the provisions of Section 8.1 Paragraph 25.A above, Tenant shall have the right to assign its entire interest under this Lease, and Landlord shall not apply to withhold its consent thereto (aprovided that all of the conditions set forth in clauses (A) a transfer or an and (B) below shall be met), if such assignment is one of this Lease in connection with the sale of substantially all the original Tenant’s assets iffollowing “Permitted Transfers”: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (bi) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity corporation that controls, is controlled by, controls, or is under common control with, with Tenant; or (cii) a subletting an assignment in connection with the non-bankruptcy reorganization or merger of the Premises or any part thereof. In corporate entity constituting the case Tenant under this Lease, where either (x) the shareholders of an assignment or sublease that is expressly permitted pursuant to the Tenant originally named in this Lease control (ai.e., own fifty-one percent (51%) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy more of the fully-executed documentation pursuant to which voting stock of) the assignment reorganized or subleasesurviving entity, or (y) as applicable, has been effectuated within ten (10) business days after of the effective date of such assignment assignment, the reorganized or sublease. Any permitted transferee surviving entity has a net worth equal to or greater than the net worth the Tenant originally named under (a) this Lease had as of the date of this Section 8.3 Lease or has prior to the date of the Permitted Transfer, whichever is greater. However, the foregoing Permitted Transfers shall execute be exempt from the requirement of Landlord’s consent only if all of the following conditions shall be met: (A) there shall be no change in the use or operation of the Premises; and deliver (B) Tenant shall have provided to Landlord any all information to allow Landlord to determine, and all documentation reasonably required by Landlord in order to evidence assigneeshall have determined, that the proposed transfer is a Permitted Transfer which is exempt from the requirement of Landlord’s assumption consent. No transfer of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained type described in this Section 8.3Paragraph 25.G, in no event may Tenant assign, mortgage, or any other transfer, pledge or sublease this Lease to any entity whatsoever if, at the time shall release Tenant of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing its obligations under this Lease.

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

Permitted Transfers. The provisions of Notwithstanding any provision to the contrary in this Section 8.1 16, Tenant shall not apply be required to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenantobtain Landlord’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease consent to a successor Change of Ownership or to Tenant by merger, consolidation, reorganization or similar corporate restructuring or a Transfer to an entity that which controls, is controlled by, by or is under common control withwith Tenant or which succeeds to substantially all of Tenant’s assets and business by merger, Tenant; reorganization or purchase (each, a “Permitted Transfer”, and any such Transferee shall be referred to herein as a “Permitted Transferee”), so long as (a) Tenant notifies Landlord in writing at least thirty (30) days prior to any such Transfer and promptly provides Landlord with any documents or information reasonably requested by Landlord regarding such Transfer or Transferee as set forth above, (b) Tenant is not in default, beyond any applicable notice and cure period, and such Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease, (c) such Permitted Transferee shall be of a subletting character and reputation consistent with the quality of the Premises Complex, (d) with respect to a Permitted Transferee in connection with a Change of Ownership or with respect to a Transfer to an entity which succeeds to Tenant by merger or corporate reorganization, such Permitted Transferee shall have a net worth (excluding intellectual property, goodwill and any part thereof. In other intangible assets) computed in accordance with generally accepted accounting principles, consistently applied (“Net Worth”) at least equal to the case Net Worth of Tenant immediately prior to the Change of Ownership, and (e) no assignment relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. All subsections of this Section 8.3, Tenant 16 shall nevertheless be required apply to provide Landlord with notice of such any assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or subleasethis Section 16.9, as applicableexcept Sections 16.2, has been effectuated within ten (10) business days after the effective date of such assignment or sublease16.3, 16.5 and 16.7. Any permitted transferee under (a) of this Section 8.3 Permitted Transferee which is an assignee hereunder shall execute and deliver be referred to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained as a “Permitted Assignee.” “Control,” as used in this Section 8.316.9, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in no event may Tenant assignthe ordinary direction of its affairs, mortgageof at least fifty-one percent (51%) of the voting interest in, transfer, pledge any person or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseentity.

Permitted Transfers. The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.314.1 above, in no event may so long as NXP Semiconductors USA, Inc. is the Tenant assignhereunder, mortgageTenant shall have the right, transferwithout Landlord’s consent, pledge but upon thirty (30) days’ prior written notice to Landlord, to (a) sublet all or sublease part of the Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (a) assign all or any part of this Lease to any related corporation or other entity whatsoever ifwhich controls Tenant, at is controlled by Tenant, or is under common control with Tenant, provided that such assignee assumes all of the time obligations and liabilities of Tenant hereunder arising from and after the date of such assignmentassignment and the financial worth of the assignee, mortgagetogether with Tenant’s financial worth, transferis sufficient to meet the obligations of Tenant hereunder; or (c) assign this Lease in connection with a change of control of Tenant or to a successor entity into which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property provided that such successor entity assumes all of the obligations and liabilities of Tenant hereunder arising from and after the date of such assignment and the financial worth of the successor entity is sufficient to meet the obligations of Tenant hereunder (any such entity hereafter referred to as a “Permitted Transferee”). As used herein, pledge “control” shall mean ownership of not less than fifty percent (50%) of all voting stock or sublease, a Default has occurred legal and remains continuing equitable interest in such corporation or entity. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under the Lease (for example, transferring its interest to a shell corporation that subsequently files bankruptcy), and any such transfer shall constitute an Event of Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, a transfer of equity interests, or any sale of substantially all of the assets of Tenant that does not meet the requirements of this Section 14.3 shall be deemed an assignment or transfer that requires Landlord’s prior written consent pursuant to Section 14.l and Section 14.2 above.

Permitted Transfers. The provisions If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease or sublet the Premises other than pursuant to a Permitted Assignment (as defined below), then at least 15 business days, but not more than 45 business days, before the date Tenant desires the assignment or sublease to be effective (“Assignment Date”), Tenant shall give Landlord a notice (“Assignment Notice”) containing such information about the proposed assignee or sublessee, including the proposed use of the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in, or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy of any proposed assignment or sublease in its final or substantially final form, and such other information as Landlord may reasonably deem necessary or appropriate to its consideration whether to grant its consent. Landlord may, by giving written notice to Tenant within 15 business days after receipt of the Assignment Notice: (i) grant such consent, or (ii) refuse such consent, such consent not to be unreasonably withheld, conditioned, or delayed (provided that Landlord shall further have the right to review and reasonably approve or disapprove the proposed form of sublease prior to the effective date of any such subletting). If Landlord fails to timely deliver to Tenant notice of Landlord’s consent or refusal to consent to a proposed assignment or sublease, Tenant may send a second written notice requesting consent to such proposed assignment or sublease to the 9000 Xxxxxxx Xxxxxx Xxxxx—TCR2 Therapeutics Inc.—Page 24 recipients identified in the Basic Lease Provisions for notices to Landlord under this Section 8.1 via a reputable overnight delivery service providing receipted evidence of delivery. If Landlord does not respond within 5 business days after receipt of such second notice, such request for such proposed assignment or sublease shall be deemed to have been approved by Landlord. Such second notice shall state the following in 10-point or larger in bold face type in capitalized letters: LANDLORD’S FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS REQUEST SHALL MEAN THAT LANDLORD HAS BEEN DEEMED TO HAVE APPROVED THE REQUEST FOR THE ASSIGNMENT OF SUBLEASE DESCRIBED IN THIS REQUEST. Tenant shall pay to Landlord a fee equal to $1,500 in connection with its consideration of any Assignment Notice and/or its preparation or review of any consent documents. Any transfer to an assignee, subtenant, or other transferee in accordance with this Section that is approved (or deemed approved) by Landlord is hereinafter referred to as an “Approved Assignment.” Notwithstanding any contrary provision contained in this Lease, Landlord’s consent shall not apply be required to (a) a transfer or an assignment of this Lease or a subletting of all or any portion of the Premises to the following (a “Permitted Assignment”): (1) any entity controlling, controlled by, or under common control with Tenant, provided that Landlord shall have the right to reasonably approve the form of any such sublease or assignment and that Tenant notifies Landlord in connection with writing of such Permitted Assignment within 10 days of such transaction, and (2) a corporation or other entity that is a successor-in-interest to Tenant, by way of merger, consolidation, or corporate reorganization, or by the sale purchase of all or substantially all of the original Tenant’s assets if: or the ownership interests of Tenant provided that (Ii) such sale of assets occurs on an arms’-length basismerger or consolidation, to an unrelated third partyor such acquisition or assumption, and as the case may be, is for a bona fide good business purpose and not primarily to transfer Tenant’s interest in principally for the purpose of transferring this Lease; , and (IIii) upon the consummation net worth (as determined in accordance with generally accepted accounting principles (“GAAP”)) of the transfer or assignment, assignee is not less than the transferee or assignee is, net worth (as determined in accordance with GAAP) of Tenant as of the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all date of Tenant’s obligations hereunder; most current quarterly or annual financial statements, and (biii) an assignment such assignee shall agree in writing to assume all of the terms, covenants and conditions of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days arising after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

Permitted Transfers. The Notwithstanding the provisions of Section 8.1 PARAGRAPH 25.A above, Tenant shall have the right to enter into a Sublet, and Landlord shall not apply to withhold its consent thereto (aprovided that all of the conditions set forth in clauses (A), (B) and (C) below shall be met), if such Sublet is one of the following "Permitted Transfers": (i) a transfer Sublet to the surviving entity of a merger or an assignment consolidation involving the corporate entity constituting the Tenant under this Lease; or (ii) a Sublet to any subsidiary or Affiliate of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest Tenant originally named in this Lease. However, the foregoing Permitted Transfers shall be exempt from the requirement of Landlord's consent only if all of the following conditions shall be met: (A) there shall be no change in the use or operation of the Premises; (B) Tenant shall have provided to Landlord all information to allow Landlord to determine, and Landlord shall have determined, that the proposed transfer is a Permitted Transfer which is exempt from the requirement of Landlord's consent; and (IIC) upon the consummation as of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment Sublet, the proposed Subtenant has a net worth and net current assets equal to or sublease. Any permitted transferee greater than those of the original Tenant under (a) this Lease as of the date of this Section 8.3 Lease. No Sublet of the type described in this PARAGRAPH 25.G, nor any other transfer of all or any portion of Tenant's interest in the Lease or the Premises, shall execute release Tenant of its obligations under this Lease. In addition, any sale or transfer of the capital stock of Tenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with 61 any bona fide financing or capitalization for the benefit of Tenant, or (2) Tenant becomes a publicly traded corporation, or (3) such sale or transfer is made to any publicly traded corporation. Notwithstanding the provisions of PARAGRAPH 25.D, Landlord shall not be entitled to any Excess Subrent in connection with any Permitted Transfer. In addition, Tenant shall have the right to sublease to one or more subtenants one entire floor of the Premises with Landlord's prior written consent, which shall not be unreasonably withheld, and deliver without payment of any Excess Subrent to Landlord as provided in PARAGRAPH 25.D in connection with such sublease, provided (w) there shall be no change in the use or operation of the Premises, (x) Tenant is not in default of its obligations hereunder, which default is continuing after notice and the expiration of any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever ifapplicable grace period, at the time of entering into any such assignment, mortgage, transfer, pledge or sublease, a Default has occurred (y) Tenant is in possession of the remainder of the Premises and remains continuing under primarily liable for all of its obligations hereunder, and (z) no such sublease shall have a term that expires beyond the thirty-sixth (36th) month following the Commencement Date. Landlord acknowledges that the foregoing right is a material inducement for Tenant to enter into this Lease. Tenant acknowledges that this grammatical paragraph shall not apply to any assignment or attempted assignment of all or any portion of its interest in this Lease, nor to any sublease of all or any portion of the Premises by Tenant for a term that expires beyond the thirty-sixth (36th) month following the Commencement Date. The rights described in this grammatical paragraph are personal to the Tenant originally named in this Lease, and shall not be exercised by any assignee or successor of such Tenant.

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

Permitted Transfers. The provisions Notwithstanding any of Section 8.1 the foregoing, Landlord’s consent shall not apply to (a) a transfer or be required for an assignment of or sublet to a Tenant Affiliate (as hereinafter defined), and Landlord shall not terminate this Lease in connection with respect to the sale Demised Premises or any portion of substantially all the original Tenant’s assets if: Demised Premises or otherwise collect any excess rent under Section 15.4 above as a result of such assignment or sublet to a Tenant Affiliate; provided, however, that (Ii) Tenant shall give reasonable prior notice to Landlord of the proposed assignment or sublet; and (ii) if an assignment, such sale assignee shall assume the obligations of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest Tenant under this Lease. As used in this Lease, the term “Tenant Affiliate” shall mean any entity (1) which results from a merger or consolidation with the Tenant under this Lease; and (II2) upon the consummation which acquires all or substantially all of the transfer or assignment, assets of the transferee or assignee is, in Tenant under this Lease for a purpose other than to circumvent the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment provisions of this Lease to a successor to Tenant by merger, consolidation, reorganization Section 15; or similar corporate restructuring or to an entity that controls, (3) which is controlled by, controls, or is under common control withwith the then Tenant under this Lease. For purposes of the foregoing, the term “control” shall mean the ownership, directly or indirectly, of more than 50% of the ownership interests and voting interests in Tenant. By way of clarification and not in limitation of the foregoing, any assignment or sublease to a Tenant Affiliate described in this Section 15.7 shall not be subject to the terms of this Section 15 regarding Landlord’s consent rights, Tenant; ’s requirement to pay to Landlord any excess rent, or (cLandlord’s recapture right, but such assignment or sublease shall be subject to the other terms of this Section 15, including the terms of Section 15.1(c) a subletting regarding the continued liability of the Premises or any part thereof. In the case of “Tenant” making an assignment or sublease that is expressly as well as the continued liability of each prior “Tenant” (i.e., unless the assigning “Tenant” and/or prior “Tenant” ceases to exist as a separate legal entity as a result of the transaction giving rise to the permitted pursuant to (a) or (c) of assignment under this Section 8.315.7, Tenant shall nevertheless be required to provide Landlord with notice such as in the case of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leasemerger).

Permitted Transfers. The provisions Provided no monetary default or uncured Event of Section 8.1 Default then-exists, Tenant shall not apply have the right to make a Transfer without Landlord’s consent, but with prior written notice to Landlord, to (a) an Affiliate so long as such entity remains in such relationship to Tenant, and (b) a transfer Successor, provided that (i) prior to or simultaneously with any assignment pursuant to this Section 11.6, such Affiliate or Successor, as the case may be, and Tenant execute and deliver to Landlord an assignment and assumption agreement in form and substance reasonably acceptable to Landlord whereby such Affiliate or Successor, as the case may be, shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in the Lease on the part of Tenant to be performed, and whereby such Affiliate or Successor, as the case may be, shall expressly agree that the provisions of this Lease in connection Article 11 shall, notwithstanding such Transfer, continue to be binding upon it with the sale of substantially respect to all the original Tenant’s assets if: future Transfers, and (Iii) such sale Affiliate or Successor, as the case may be, has either (A) a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of assets occurs (1) the Tangible Net Worth of Tenant immediately prior to such Transfer, or (2) the Tangible Net Worth of Tenant herein named on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in the date of this Lease, or (B) adequate financial resources to meet the obligations of this Lease, as determined in Landlord’s reasonable discretion. For the purposes hereof, an “Affiliate” shall be defined as any entity (xx) that has the financial wherewithal to meet its obligations under the Transfer instrument; and (IIyy) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, which is controlled by, or is under common control with, or which controls Tenant; . As used herein, “control” means direct or, either together with others acting as a group or (c) a subletting otherwise, indirect ownership or possession of the Premises right or power, by vote of stockholders or directors, or by contract, agreement or other arrangements, or otherwise, to direct, determine, prevent or otherwise dictate managerial, operational or other actions or activities of any part thereofsuch person, firm or corporation. In For the case purposes hereof, “Successor” shall mean any entity into or with which Tenant is merged or with which Tenant is consolidated or which acquires all or substantially all of an assignment Tenant’s stock or sublease assets, provided that is expressly the surviving entity shall have a net worth and other financial indicators sufficient to meet Xxxxxx’s obligations hereunder. For the purposes hereof, “Tangible Net Worth” shall mean the excess of total assets over total liabilities (in each case, determined in accordance with GAAP) excluding from the determination of total assets all assets which would be classified as intangible assets under GAAP, including, without limitation, goodwill, licenses, patents, trademarks, trade names, copyrights, and franchises. Notwithstanding the provisions of this Section 11.6, no transaction or series of transactions which are effected solely for the purpose of qualifying as a transaction which does not require Landlord’s consent (i.e. and thereby avoiding the operation of the provisions of this Article 11) shall be permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease11.6.

Permitted Transfers. The provisions Notwithstanding anything to the contrary in this Article 20, Tenant may permit the Premises to be used by, or may sublease the Premises or assign this Lease to (i) Tenant’s parent company, (ii) any party which is wholly owned or controlled by Tenant of Section 8.1 shall not apply which owns or controls Tenants or which is owned by a company which owns of controls Tenant, or (iii) any party into which Tenant is merged, consolidated or reorganized, or to which all or substantially all of Tenant’s assets or stock are sold, without Landlord’s consent, provided: (a) Landlord shall receive a copy of the executed transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: document promptly after execution, (Ib) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in Tenant shall remain liable under this Lease; , (c) the Transferee shall expressly assume and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying agree to perform all of Tenant’s obligations hereunderunder this Lease, (d) Tenant is not then in Default beyond any applicable cure period, and (e) the resulting Transferee, in the case of a party described in clause (G)(ii) above, shall have a net worth which is equal to, or greater than, the net worth of Tenant immediately prior to such Transfer; such Transferee being herein referred to a “Tenant Affiliate”. No Tenant Affiliate who is an assignee shall further assign this Lease and no Tenant Affiliate who is a sublessee shall assign or encumber its sublease or further sublet all or any part of the Premises to any Person other than to an entity controlling, controlled by or under common control with Tenant, except in accordance with the provisions of this Article 20 (bother than this Section 20(G)) and any event resulting in such Tenant Affiliate ceasing to be an entity controlling, controlled by or under common control with Tenant shall be deemed to be a Transfer of this Lease requiring the prior consent of Landlord, and Tenant shall thereupon be required to comply with all provisions of this Article 20 (other than this Section 20(G)). For purposes of the immediately foregoing, “control,” means ownership of more than fifty percent (50%) of the issued and voting stock of a corporation, or membership interest of a limited liability company or the power to control the same, or general partnership control of a partnership. It is Landlord’s intent to permit assignment of this Lease and subletting pursuant to a successor this Section 20(G) exclusively as an accommodation to Tenant by mergerthe bona fide and legitimate business needs of Tenant, consolidationand notwithstanding the provisions hereof, reorganization no assignment of this Lease or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting sublease of the Premises without Landlord’s consent hereunder shall be permitted where the sole or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice primary purpose of such assignment or sublease and a true and complete copy subletting is to Transfer this Lease or to permit occupancy of the fully-executed documentation pursuant to which Premises by a third party in avoidance of Landlord’s consent, or in the assignment case of a purchase or subleaseother acquisition by any corporation or other entity of all or substantially all of Tenant’s assets, as applicable, has been effectuated within ten (10) business days after the effective date where this Lease constitutes all or a substantial portion of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Leaseassets.

Permitted Transfers. The provisions of Section 8.1 shall not apply Notwithstanding anything to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest contrary contained in this Lease; and , (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (bi) an assignment or subletting of this Lease to all or a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or portion of the Premises to an affiliate of Tenant (an entity that controls, which is controlled by, controls, or is under common control with, Tenant; ), (ii) a Change in Control of Tenant as defined in Paragraph 28.B above, (iii) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (civ) a subletting an assignment of the Premises Lease to an entity which is the resulting entity of a merger, reorganization or consolidation of Tenant during the Term (each, a “Permitted Transfer”), shall not be deemed a Transfer requiring Landlord’s consent under this Paragraph 28 or subject to the terms of Paragraph 28.F or Paragraph 28.M (any part thereof. In the case of an assignment such assignee or sublease that is expressly permitted pursuant to sublessee described in items (ai) or through (civ) of this Section 8.3Paragraph 28.G hereinafter referred to as a “Permitted Transferee”), provided that (A) Tenant shall nevertheless be required to provide notifies Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within at least ten (10) business days after prior to the effective date of any such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute sublease and deliver to promptly supplies Landlord with any and all documentation documents or information reasonably required requested by Landlord regarding such Transfer or Permitted Transferee as set forth above, (B) Tenant is not in order to evidence assignee’s assumption of all obligations of Tenant hereunder default, beyond the applicable notice and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3cure period, in no event may Tenant assign, mortgage, transfer, pledge and such assignment or sublease this Lease is not a subterfuge by Tenant to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing avoid its obligations under this Lease, (C) (i) if the Guaranty remains in full force and effect and there exists no breach or default under the Guaranty and the Control Agreement, such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to $100,000,000.00, and (ii) if the Guaranty is of no further force or effect, the Permitted Transferee must satisfy Guaranty Release Conditions, (D) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and (E) the liability of such Permitted Transferee under either an assignment or sublease shall be joint and several with Tenant. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Paragraph 28.G, shall mean the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of more than fifty percent (50%) of the voting interest in, any person or entity.

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

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