Common use of Assignment and Other Transfers Clause in Contracts

Assignment and Other Transfers. Without Landlord's prior written ------------------------------ consent, which shall not be unreasonably withheld, none of the following shall occur (nor be permitted by Tenant to occur), voluntarily, involuntarily, by operation of law, or otherwise (any of the following, a "Transfer"): (i) any assignment, sublease, disposition, sale, concession, license, license agreement for the use of any portion of the Premises, mortgage, encumbrance, hypothecation, pledge, collateral assignment, or other transfer, by Tenant of this Lease, any interest in this Lease, or all or any portion of the Premises; or (ii) [***] any assignment, disposition, sale, transfer, acquisition, or ----- issuance of equitable interests (whether stock, partnership or otherwise) in Tenant, to or by any person, entity, or group of related persons or affiliated entities, whether in a single transaction or in a series of related or unrelated transactions, which results in such person, entity, or group holding (or assigning, transferring, disposing of, or selling) fifty percent (50%) or more of the aggregate issued and outstanding equitable interests in Tenant. Landlord shall not be liable in damages to Tenant or to any proposed subtenant, assignee or other transferee (any of the preceding a "Proposed Transferee") if such consent is adjudicated to have been unreasonably withheld, and, in such event, Tenant's sole remedy shall be to have the proposed Transfer declared as valid as if Landlord's consent had been given, although Tenant shall be entitled to reasonable attorney's fees if Tenant is the prevailing party in such litigation. At least 30 days prior to entering into any proposed Transfer, Tenant shall submit to Landlord the sum of $250.00 (as payment toward Landlord's and Landlord's attorneys' cost of reviewing, consenting to, rejecting and/or consummating any proposed Transfer), and a written notice ("Tenant's Notice") which includes or sets forth in reasonable detail (a) the form of the proposed Transfer, including without limitation all related agreements, documents, instruments, exhibits, and escrow instructions, (b) the name and address of the Proposed Transferee, (c) the terms and conditions of the proposed Transfer, including without limitation the commencement or effective date of the proposed Transfer, which shall be at least 30 days after Tenant's Notice is given, and (d) the nature, character, and current banking, financial, and other credit information and references with respect to the Proposed Transferee and the business of the Proposed Transferee in reasonably sufficient detail to enable Landlord to determine the Proposed Transferee's financial responsibility. Within 14 days after Landlord's receipt from Tenant of such sum and Tenant's Notice, and all documentation requested of Tenant by Landlord, Landlord shall notify Tenant whether Landlord has consented to the proposed Transfer. Any consent by Landlord to any proposed Transfer shall not constitute a consent with respect to any other Transfer. If Landlord consents to any proposed Transfer, and Tenant fails to consummate such Transfer on or before the commencement or effective date of the proposed Transfer (as set forth in Tenant's Notice), then such consent shall be deemed withdrawn and Tenant shall be required again to comply with this Paragraph before making a Transfer. Landlord shall not have unreasonably withheld its consent with respect to any Transfer if Landlord shall not have received such sum or Tenant's Notice, if the nature or character of the Proposed Transferee, or the proposed occupancy of the Premises by the Proposed Transferee, if the Proposed Transferee's proposed use is different than the Permitted Use is not in keeping with the dignity and character of the Building and the surrounding area, if the proposed Transfer will result in the diminution of the value or marketability of the Premises or the Project, if Landlord is not satisfied that the Proposed Transferee is creditworthy, or if the proposed Transfer will conflict with or result in a breach of any of the provisions of, or constitute a default under, any agreement, instrument, or document to which Landlord is a party or by which the Project may be bound. No Transfer shall release or discharge Tenant from any liability, whether past, present, or future, under this Lease and Tenant shall continue to remain primarily liable under this Lease. Tenant irrevocably assigns to Landlord, as security for Tenant's obligations under this Lease, all rent and other amounts from any Transfer, and Landlord, as assignee and as special attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord's application, may collect such rent and other amounts and apply them toward Tenant's obligations under this Lease; except that, unless Tenant defaults under this Lease, Tenant shall have the right to collect such rent and other amounts. Unless otherwise agreed to by all parties, the Tenant's security deposit, if any, shall be retained by Landlord and returned to the lawful tenant in possession at the time of the Lease termination, subject to the terms and conditions of Paragraph 6 of this Lease. Any Transfer must contain the following provisions, which provisions whether contained in such Transfer or not, shall apply to such Transfer: (A) Such Transfer shall be subject and subordinate to all provisions of this Lease; (B) No Proposed Transferee shall be permitted to enter into any Transfer without Landlord's prior written consent; and (C) At Landlord's option, in the event of cancellation or termination of this Lease for any reason or the surrender of this Lease, whether voluntarily, involuntarily, by operation of law or otherwise, prior to the expiration of such Transfer, the Proposed Transferee shall make full and complete attornment to Landlord for the balance of the term of such Transfer. Such attornment shall be evidenced by an agreement in form and substance satisfactory to Landlord which the Proposed Transferee shall execute and deliver to Landlord within five days after request by Landlord. Tenant shall promptly reimburse Landlord for Landlord's reasonable cost (less any payment made by Tenant with Landlord as set forth above) of reviewing, consenting to, rejecting and/or consummating any proposed 14 Pacific Tower Full Service Gross Office Copper-Mountain-Lease: 08027.208 Landlord___________Tenant___________ Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Transfer, including without limitation reasonable attorneys' fees. Tenant shall promptly pay to Landlord fifty percent (50%) of all rents and other consideration, of whatever nature, payable by the Proposed Transferee (or receivable by Tenant) pursuant to any Transfer, which exceed (1) if a sublease of a portion of the Premises, the portion of the Basic Monthly Rent that is allocable to the portion of the Premises subleased (such allocation based on the area of the portion subleased), or (2) if any other Transfer, the Basic Monthly Rent. See Addendum No. 1 --------------

Assignment and Other Transfers. Without (a) The parties acknowledge that the nature of Txxxxx’s Permitted Use and the experience and reputation of Tenant are a material inducement to Landlord's prior written ------------------------------ consent’s entering into this Lease, which and are a material consideration in the success and tenant mix of the Building. Accordingly, except as to Permitted Transfers (defined below), Tenant shall not be unreasonably withheld, none of the following shall agree to or permit to occur (nor be permitted by Tenant to occur), voluntarily, involuntarily, by operation of law, or otherwise (any of the following, a "Transfer"): (i) any assignment, sublease, disposition, sale, concession, license, license agreement for the use of any portion of the Premises, mortgage, encumbrance, hypothecation, pledge, collateral assignment, or other transfer, transfer by Tenant of this Lease, any interest in this Lease, or all or any portion of the Premises; or (ii) [***] any assignment, disposition, sale, transfer, acquisition, or ----- issuance of equitable any direct or indirect interests in Tenant (whether stock, partnership partnership, membership interest or otherwise) in Tenant), to or by any person, entity, or group of related persons or affiliated entities, whether in a single transaction or in a series of related or unrelated transactions, which results in such person, entity, or group holding (or assigning, transferring, disposing of, or selling) fifty percent (50%) or more of the aggregate issued and outstanding equitable interests in Tenant. Landlord shall not be liable in damages to Tenant or to any proposed subtenant, assignee or other transferee entities (any of the preceding foregoing in (i) and (ii), a "Proposed Transferee"“Transfer”) if such without in each case the prior written consent is adjudicated to have been of Landlord, which consent shall not be unreasonably withheld, and, in such event, Tenant's sole remedy shall be to have the proposed Transfer declared as valid as if Landlord's consent had been given, although Tenant shall be entitled to reasonable attorney's fees if Tenant is the prevailing party in such litigation. At least 30 days prior to entering into any proposed Transfer, Tenant shall submit to Landlord the sum of $250.00 (as payment toward Landlord's and Landlord's attorneys' cost of reviewing, consenting to, rejecting and/or consummating any proposed Transfer), and a written notice ("Tenant's Notice") which includes conditioned or sets forth in reasonable detail (a) the form of the proposed Transfer, including without limitation all related agreements, documents, instruments, exhibits, and escrow instructions, delayed. (b) the name and address of the Proposed Transferee, (c) the terms and conditions of the proposed No Transfer, including without limitation the commencement whether undertaken or effective date permitted by Tenant in violation of the proposed Transfer, which shall be at least 30 days after Tenant's Notice is given, and (d) the nature, character, and current banking, financial, and other credit information and references with respect this Section 29 or consented to the Proposed Transferee and the business of the Proposed Transferee in reasonably sufficient detail to enable Landlord to determine the Proposed Transferee's financial responsibility. Within 14 days after Landlord's receipt from Tenant of such sum and Tenant's Notice, and all documentation requested of Tenant by Landlord, Landlord shall notify Tenant whether Landlord has consented to the proposed Transfer. Any consent by Landlord to any proposed Transfer shall not constitute a consent with respect to any other Transfer. If Landlord consents to any proposed Transfer, and Tenant fails to consummate such Transfer on or before the commencement or effective date of the proposed Transfer (as set forth in Tenant's Notice), then such consent shall be deemed withdrawn and Tenant shall be required again to comply with this Paragraph before making a Transfer. Landlord shall not have unreasonably withheld its consent with respect to any Transfer if Landlord shall not have received such sum or Tenant's Notice, if the nature or character of the Proposed Transferee, or the proposed occupancy of the Premises by the Proposed Transferee, if the Proposed Transferee's proposed use is different than the Permitted Use is not in keeping with the dignity and character of the Building and the surrounding area, if the proposed Transfer will result in the diminution of the value or marketability of the Premises or the Project, if Landlord is not satisfied that the Proposed Transferee is creditworthy, or if the proposed Transfer will conflict with or result in a breach of any of the provisions of, or constitute a default under, any agreement, instrument, or document to which Landlord is a party or by which the Project may be bound. No Transfer shall release or discharge Tenant from any liability, whether past, present, or future, under this Lease Lease, and Tenant shall will continue to remain primarily liable under this Lease. . (c) Tenant irrevocably assigns to Landlord, as security for Tenant's obligations under this Lease, all rent and other amounts from any Transfer, and Landlord, as assignee and as special attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord's application, may collect such rent and other amounts and apply them toward Tenant's obligations under this Lease; except that, unless Tenant defaults under this Lease, Tenant shall have the right to collect such rent and other amounts. Unless otherwise agreed to by all parties, the Tenant's security deposit, if any, shall be retained by Landlord and returned to the lawful tenant in possession at the time of the Lease termination, subject to the terms and conditions of Paragraph 6 of this Lease. Any Transfer must contain the following provisions, which provisions whether contained in such Transfer or not, shall apply to such Transfer: (A) Such Transfer shall be subject and subordinate to all provisions of this Lease; (B) No Proposed Transferee shall be permitted to enter into any Transfer without Landlord's prior written consent; and (C) At Landlord's option, in the event of cancellation or termination of this Lease for any reason or the surrender of this Lease, whether voluntarily, involuntarily, by operation of law or otherwise, prior to the expiration of such Transfer, the Proposed Transferee shall make full and complete attornment to Landlord for the balance of the term of such Transfer. Such attornment shall be evidenced by an agreement in form and substance satisfactory to Landlord which the Proposed Transferee shall execute and deliver to Landlord within five days after request by Landlord. Tenant shall will promptly reimburse Landlord for Landlord's reasonable ’s actual cost (less any payment made by Tenant with Landlord as set forth above) of reviewing, consenting to, rejecting rejecting, and/or consummating any proposed 14 Pacific Tower Full Service Gross Office Copper-Mountain-Lease: 08027.208 Landlord___________Tenant___________ Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Transfer, including including, without limitation limitation, reasonable attorneys' fees. ’ fees even in the event that Landlord elects to withhold its consent to such Transfer. (a) Tenant shall will promptly pay to Landlord fifty percent (50%) of all rents “net rents” and other consideration, of whatever nature, payable received by the Proposed Transferee (or receivable by Tenant) Tenant pursuant to any Transfer, which exceed (1i) if a sublease of a portion of the Premises, the portion of the Basic Monthly Rent that is allocable to the portion of the Premises subleased (such allocation based on the area portion of square feet of the portion Premises subleased), ) or (2ii) if any other Transfer, the Basic Monthly RentRent payable hereunder. See Addendum NoFor the purposes hereof, the term “net rents” shall mean all rents actually received in excess of the costs of reletting, including without limitation, broker fees, attorney fees, marketing and advertising costs, the cost and expenses and value of any tenant improvements or free rent. (b) Any Transfer made in violation of this Section 29 shall be deemed an Event of Default and shall be null and void. (c) Except in the case of a Permitted Transfer, Landlord shall have the following options, which may be exercised within twenty (20) business days from submission of Txxxxx’s request for Lxxxxxxx’s consent to a specific Transfer. (i) If Tenant proposes to assign this Lease or sublet all or substantially all of the Premises, Landlord shall have the option, by providing written notice to Tenant (“Recapture Notice”) to cancel and terminate this Lease and recapture the entire Premises as of the proposed commencement date for the Transfer; or (ii) If any proposed sublease shall be for less than all or substantially all of the Premises or if it shall be for less than the balance of the Lease Term, Landlord shall have the option of canceling and terminating this Lease only as to such portion of the Premises and recapture such portion of the covered by the proposed sublease, effective as of the proposed commencement date of the sublease. 1 --------------Notwithstanding the preceding sentence, during the first three (3) Lease Years only, Tenant may sublease one (1) entire floor of the Premises in accordance with the terms herein and Landlord shall not be permitted to send any Recapture Notice as a result of such sublease. If Landlord exercises this option pursuant to the Recapture Notice, all Rent for the Premises shall be equitably apportioned as of the commencement date of the sublease. (iii) If Landlord elects to recapture the Premises or a portion thereof pursuant to Section 29(f)(i) or Section 29(f)(ii) of this Lease, Tenant’s obligations under this Lease as to the Premises or such recaptured portion thereof (as applicable) shall be deemed to have expired as of the actual effective date of the Transfer and confirmed by Landlord in a written notice to Tenant of its exercise of the foregoing right to recapture. (d) Subject at all times to any then-current exclusive or prohibited uses set forth in any lease between Landlord and any other tenant of the Building, Tenant shall have the right to effect the following Transfers (herein, “Permitted Transfers”) upon at least ten (10) days’ advance written notice to Landlord, but without the requirement of obtaining Landlord’s consent, and without the application of Section 29(d) above: (i) a Transfer to any Affiliate of Tenant (and Tenant’s notice shall include evidence establishing the transferee’s status as an Affiliate); (ii) a Transfer in connection with any merger or combination of Tenant into another entity (iii) a transfer of all or substantially all of the assets or stock or other beneficial equity interests in and to Tenant; (iv) a transfer of stock or other beneficial equity interests in and to Tenant among the shareholders or equity holders of Tenant; (v) the issuance of stock or other beneficial equity interests in and to Tenant; (vi) a public offering of the shares or other beneficial equity interests in and to Tenant over a recognized national or international securities exchange or a private placement of the shares or other beneficial equity interests in and to Tenant; or (vii) the transfer of shares or other beneficial equity interests in and to Tenant to members of an equity holder’s family or to a trust or partnership for their benefit and/or estate planning purposes; or (viii) a minor sublease of less than ten percent (10%) of the Premises, subject to all the terms and conditions of this Lease. For the purposes of this Section 29, (i) an “Affiliate” is a corporation or other entity which directly or indirectly controls or is controlled by or is under common control with Tenant and (ii) “control” is the power to direct or cause the direction of the management and policies of a corporation or other entity through the ownership of voting securities or other ownership interest. (e) Except as otherwise expressly set forth in Section 12(c), above, Tenant’s Exterior Building Signage rights are personal to Tenant and may not be transferred pursuant to this Section.

Assignment and Other Transfers. Without Landlord's prior written ------------------------------ consent, which shall may not unreasonably be unreasonably withheld, none of the following shall may occur (nor or be permitted by Tenant to occur), voluntarily, involuntarily, by operation of law, or otherwise (any of the following, a "Transfer"): (i) any assignment, sublease, disposition, sale, concession, license, license agreement for the use of any portion of the Premises, mortgage, encumbrance, hypothecation, pledge, collateral assignment, or other transfer, by Tenant of this Lease, any interest in this Lease, or all or any portion of the Premises; or (ii) [***] except while Tenant is a publicly-traded entity registered on a major international stock exchange, any assignment, disposition, sale, transfer, acquisition, or ----- issuance of equitable interests (whether stock, partnership or otherwise) in Tenant, to or by any person, entity, or group of related persons or affiliated entities, whether in a single transaction or in a series of related or unrelated transactions, which results in such person, entity, or group holding (or assigning, transferring, disposing of, or selling) fifty percent (50%) % or more of the aggregate issued and outstanding equitable legal or beneficial interests in Tenant. Landlord shall will not be liable in damages to Tenant or to any proposed subtenant, assignee or other transferee (any of the preceding a "Proposed Transferee") if such consent is adjudicated to have been unreasonably withheld, and, in such event, which case Tenant's sole remedy shall be is to have the proposed Transfer declared as valid as if Landlord's consent had been given, although given (in which case Tenant shall will be entitled to reasonable attorney's fees if Tenant is the prevailing party in such litigation. At least 30 days prior ); provided, however, that this limitation of liability will not apply if Landlord fails to entering into any proposed Transfercooperate with Tenant's efforts to adjudicate the consent issue as soon as possible through arbitration with the San Francisco office of the Judicial Arbitration & Mediation Services, Inc. or another arbitration service reasonably acceptable to Tenant shall submit to Landlord the sum of $250.00 (as payment toward Landlord's and Landlord's attorneys' cost of reviewing, consenting to, rejecting and/or consummating any proposed Transfer), and a written notice ("Tenant's Notice") which includes or sets forth in reasonable detail (a) the form of the proposed Transfer, including without limitation all related agreements, documents, instruments, exhibits, and escrow instructions, (b) the name and address of the Proposed Transferee, (c) the terms and conditions of the proposed Transfer, including without limitation the commencement or effective date of the proposed Transfer, which shall be at least 30 days after Tenant's Notice is given, and (d) the nature, character, and current banking, financial, and other credit information and references with respect to the Proposed Transferee and the business of the Proposed Transferee in reasonably sufficient detail to enable Landlord to determine the Proposed Transferee's financial responsibility. Within 14 days after Landlord's receipt from Tenant of such sum and Tenant's Notice, and all documentation requested of Tenant by Landlord, Landlord shall notify Tenant whether Landlord has consented to the proposed Transfer. Any consent by Landlord to any proposed Transfer shall not constitute a consent with respect to any other Transfer. If Landlord consents to any proposed Transfer, and Tenant fails to consummate such Transfer on or before the commencement or effective date of the proposed Transfer (as set forth in Tenant's Notice), then such consent shall be deemed withdrawn and Tenant shall be required again to comply with this Paragraph before making a Transfer. Landlord shall not have unreasonably withheld its consent with respect to any Transfer if Landlord shall not have received such sum or Tenant's Notice, if the nature or character of the Proposed Transferee, or the proposed occupancy of the Premises by the Proposed Transferee, if the Proposed Transferee's proposed use is different than the Permitted Use is not in keeping with the dignity and character of the Building and the surrounding area, if the proposed Transfer will result in the diminution of the value or marketability of the Premises or the Project, if Landlord is not satisfied that the Proposed Transferee is creditworthy, or if the proposed Transfer will conflict with or result in a breach of any of the provisions of, or constitute a default under, any agreement, instrument, or document to which Landlord is a party or by which the Project may be bound. No Transfer shall release releases or discharge discharges Tenant or any Lease guarantor from any liability, whether past, present, or future, under this Lease and Tenant shall continue (and each Lease guarantor, if any) continues to remain primarily liable under this LeaseLease regardless of the Transfer (and Tenant (and each Lease guarantor, if any) shall execute a guaranty of the Proposed Transferee's obligations in form and substance satisfactory to Landlord. Tenant irrevocably assigns to Landlord, as security for Tenant's obligations under this Lease, all rent and other amounts from any Transfer, and Landlord, as assignee and as special attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord's application, may collect such rent and other amounts and apply them toward Tenant's obligations under this Lease; except that, unless Tenant defaults under this Lease, Tenant shall have the right to may collect such rent and other amounts. Unless otherwise agreed to by all parties, the Tenant's security deposit, if any, shall be retained by Landlord and returned to the lawful tenant in possession at the time of the Lease termination, subject to the terms and conditions of Paragraph 6 of this Lease. Any Transfer must contain the following provisions, which provisions whether contained in such Transfer or not, shall apply to such Transfer: (A) Such Transfer shall be subject and subordinate to all provisions of this Lease; (B) No Proposed Transferee shall be permitted to enter into any Transfer without Landlord's prior written consent; and (C) At Landlord's option, in the event of cancellation or termination of this Lease for any reason or the surrender of this Lease, whether voluntarily, involuntarily, by operation of law or otherwise, prior to the expiration of such Transfer, the Proposed Transferee shall make full and complete attornment to Landlord for the balance of the term of such Transfer. Such attornment shall be evidenced by an agreement in form and substance satisfactory to Landlord which the Proposed Transferee shall execute and deliver to Landlord within five days after request by Landlord. Tenant shall promptly reimburse Landlord for Landlord's reasonable cost costs (less any payment made by Tenant with Landlord as set forth above) of reviewing, consenting to, rejecting and/or or consummating any proposed 14 Pacific Tower Full Service Gross Office Copper-Mountain-Lease: 08027.208 Landlord___________Tenant___________ Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Transfer, including without limitation reasonable attorneys' fees, not to exceed $1,500. Tenant shall promptly pay to Landlord fifty percent (50%) one-half of all rents and other consideration, of whatever nature, payable by the Proposed Transferee (or receivable by Tenant) pursuant to any Transfer (net of Tenant's out-of-pocket leasing commission and improvement costs incurred in connection with the Transfer), which exceed that exceeds (1) if a sublease of a portion of the Premises, the portion of the Basic Monthly Rent that is allocable to the portion of the Premises subleased (such allocation based on the area of the portion subleased), or (2) if any other Transfer, the Basic Monthly Rent. See Addendum No. 1 --------------the

Assignment and Other Transfers. Without Landlord's Sublessor’s prior written ------------------------------ consent, which shall not be unreasonably withheld, withheld none of the following shall occur (nor be permitted by Tenant Subtenant to occur), voluntarily, involuntarily, by operation of law, or otherwise (any of the following, a "“Transfer"”): (i) any assignment, sublease, disposition, sale, concession, license, license agreement for the use of any portion of the Premises, mortgage, encumbrance, hypothecation, pledge, collateral assignment, or other transfer, by Tenant Subtenant of this LeaseSublease, any interest in this LeaseSublease, or all or any portion of the Premises; or (ii) [***] any assignment, disposition, sale, transfer, acquisition, or ----- issuance of equitable interests (whether stock, partnership or otherwise) in TenantSubtenant, to or by any person, entity, or group of related persons or affiliated entitiespersons, whether in a single transaction or in a series of related or unrelated transactions, which results in such person, entity, or group holding (or assigning, transferring, disposing of, or selling) fifty percent (50%) or more of the aggregate issued and outstanding equitable interests in TenantSubtenant. Landlord Sublessor shall not be liable in damages to Tenant Subtenant or to any proposed subtenantSubtenant, assignee or other transferee (any of the preceding a "“Proposed Transferee"”) if such consent is adjudicated to have been unreasonably withheld, and, in such event, Tenant's Subtenant’s sole remedy shall be to have the proposed Transfer declared as valid as if Landlord's Sublessor’s consent had been given, although Tenant Subtenant shall be entitled to reasonable attorney's ’s fees and court costs if Tenant Subtenant is the prevailing party in such litigation. At least 30 days prior to entering into any proposed Transfer, Tenant Subtenant shall submit to Landlord Sublessor the sum of $250.00 400.00 (as payment toward Landlord's Sublessor’s and Landlord's Sublessor’s attorneys' ’ cost of reviewing, consenting to, rejecting and/or consummating any proposed Transfer), and a written notice ("Tenant's “Subtenant’s Notice"”) which includes or sets forth in reasonable detail (a) the form of the proposed Transfer, including without limitation all related agreements, documents, instruments, exhibits, and escrow instructions, (b) the name and address of the Proposed Transferee, (c) the terms and conditions of the proposed Transfer, including without limitation the commencement or effective date of the proposed Transfer, which shall be at least 30 days after Tenant's Subtenant’s Notice is given, and (d) the nature, character, and current banking, financial, and other credit information and references with respect to the Proposed Transferee and the business of the Proposed Transferee (including without limitation tax returns for the three most-recent years, a business plan with cash-flow projections and financial projections with assumptions and competitive market analysis), in reasonably sufficient detail to enable Landlord Sublessor to determine the Proposed Transferee's ’s financial responsibility. Within 14 30 days after Landlord's Sublessor’s receipt from Tenant Subtenant of such sum and Tenant's Subtenant’s Notice, and all documentation requested of Tenant by Landlord, Landlord Sublessor shall notify Tenant Subtenant whether Landlord Sublessor has consented to the proposed Transfer. Any consent by Landlord Sublessor to any proposed Transfer shall not constitute a consent with respect to any other Transfer. If Landlord Sublessor consents to any proposed Transfer, and Tenant Subtenant fails to consummate such Transfer on or before the commencement or effective date of the proposed Transfer (as set forth in Tenant's Subtenant’s Notice), then such consent shall be deemed withdrawn and Tenant Subtenant shall be required again to comply with this Paragraph before making a Transfer. Landlord Sublessor shall not have unreasonably withheld its consent with respect to any Transfer if Landlord (among other reasons) Sublessor shall not have received such sum or Tenant's Subtenant’s Notice, if the nature or character of the Proposed Transferee, or the proposed use and occupancy of the Premises by the Proposed Transferee, if the Proposed Transferee's proposed use is different than the Permitted Use is not in keeping with the dignity and character of the Building and Building, the Project, or the surrounding area, if the proposed Transfer will result in the diminution of the value or marketability of the Premises or the Project, if Landlord Sublessor is not reasonably satisfied that the Proposed Transferee is creditworthy, if the Master Lessor reasonably objects to the proposed Transfer, or if the proposed Transfer will conflict with or result in a breach of any of the provisions of, or constitute a default under, any agreement, instrument, or document to which Landlord Sublessor is a party party, or by which the Project may be bound. No Transfer shall release or discharge Tenant Subtenant from any liability, whether past, present, or future, under this Lease Sublease and Tenant Subtenant shall continue to remain primarily liable under this LeaseSublease. Tenant Subtenant irrevocably assigns to LandlordSublessor, as security for Tenant's Subtenant’s obligations under this LeaseSublease, all rent and other amounts from any Transfer, and LandlordSublessor, as assignee and as special attorney-in-fact for TenantSubtenant, or a receiver for Tenant Subtenant appointed on Landlord's Sublessor’s application, may collect such all rent and other amounts from any Transfer and apply them toward Tenant's Subtenant’s obligations under this LeaseSublease; except that, unless Tenant Subtenant defaults under this LeaseSublease, Tenant Subtenant shall have the exclusive right to collect such rent and other amounts. Unless otherwise agreed to by all parties, the Tenant's Subtenant’s security deposit, if any, shall be retained by Landlord Sublessor and returned to the lawful tenant in possession at the time of the Lease Sublease termination, subject to the terms and conditions of Paragraph 6 this Sublease relating to the return of this Leasesuch security deposit. Any Transfer must contain the following provisions, which provisions whether contained in such Transfer or not, shall apply to such Transfer: (A) Such Transfer shall be subject and subordinate to all provisions of this Sublease and the Master Lease; (B) No Proposed Transferee shall be permitted to enter into any Transfer without Landlord's Sublessor’s prior written consent; and (C) At Landlord's Sublessor’s option, in the event of cancellation or termination of this Lease Sublease for any reason or the surrender of this LeaseSublease, whether voluntarily, involuntarily, by operation of law or otherwise, prior to the expiration of such Transfer, the Proposed Transferee shall make full and complete attornment to Landlord Sublessor for the balance of the term of such Transfer, unless such cancellation or termination is at the election of Sublessor. Such attornment shall be evidenced by an agreement in form and substance reasonably satisfactory to Landlord Sublessor which the Proposed Transferee shall execute and deliver to Landlord Sublessor within five 5 days after request by LandlordSublessor. Tenant Subtenant shall promptly reimburse Landlord Sublessor for Landlord's Sublessor’s reasonable cost (less any payment made by Tenant Subtenant with Landlord Sublessor as set forth above) of reviewing, consenting to, rejecting and/or consummating any proposed 14 Pacific Tower Full Service Gross Office Copper-Mountain-Lease: 08027.208 Landlord___________Tenant___________ Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Transfer, including without limitation reasonable attorneys' ’ fees. Tenant Subtenant shall promptly pay to Landlord fifty Sublessor seventy-five percent (5075%) of all rents and other consideration, of whatever nature, payable by the Proposed Transferee (or receivable by TenantSubtenant) pursuant to any Transfer, which exceed (1) if a sub-sublease of a portion of the Premises, the portion of the Basic Monthly Rent Rental that is allocable to the portion of the Premises sub-subleased (such allocation based on the area of the portion sub-subleased), or (2) if any other Transfer, the Basic Monthly RentRental. See Addendum NoSublessor additionally has the right, at its election, by giving written notice (the “Recapture Notice”) to Subtenant within 15 days after receipt of Subtenant’s Notice, to recapture the Premises and terminate this Sublease. 1 --------------If Sublessor elects to exercise such right and delivers a Recapture Notice to Subtenant, this Sublease shall automatically be deemed terminated as of the commencement or effective date stated in Subtenant’s Notice for the proposed Transfer, and Subtenant shall surrender possession of the Premises as of such date (and any failure to do so shall constitute a default hereunder). Sublessor’s giving of a Recapture Notice shall not constitute Sublessor’s consent to Subtenant’s proposed Transfer.

Assignment and Other Transfers. Without Landlord's prior written ------------------------------ consent, which shall may not unreasonably be unreasonably withheld, conditioned or delayed, none of the following shall may occur (nor or be permitted by Tenant to occur), voluntarily, involuntarily, by operation of law, or otherwise (any of the following, a "Transfer"): (i) any assignment, sublease, disposition, sale, concession, license, license agreement for the use of any portion of the Premises, mortgage, encumbrance, hypothecation, pledge, collateral assignment, or other transfer, by Tenant of this Lease, any interest in this Lease, or all or any portion of the Premises; or (ii) [***] any assignment, disposition, sale, transfer, acquisition, or ----- issuance of equitable interests (whether stock, partnership or otherwise) in Tenant, to or by any person, entity, or group of related persons or affiliated entities, whether in a single transaction or in a series of related or unrelated transactions, which results in such person, entity, or group holding (or assigning, transferring, disposing of, or selling) fifty percent (50%) or more of the aggregate issued and outstanding equitable interests in Tenant. Landlord shall not be liable in damages to Tenant or to any proposed subtenant, assignee or other transferee (any of the preceding a "Proposed Transferee") if such consent is adjudicated to have been unreasonably withheld, and, in such event, Tenant's sole remedy shall be to have the proposed Transfer declared as valid as if Landlord's consent had been given, although Tenant shall be entitled to reasonable attorney's fees if Tenant is the prevailing party in such litigation. At least 30 days prior to entering into any proposed Transfer, Tenant shall submit to Landlord the sum of $250.00 (as payment toward Landlord's and Landlord's attorneys' cost of reviewing, consenting to, rejecting and/or consummating any proposed Transfer), and a written notice ("Tenant's Notice") which includes or sets forth in reasonable detail (a) the form of the proposed Transfer, including without limitation all related agreements, documents, instruments, exhibits, and escrow instructions, (b) the name and address of the Proposed Transferee, (c) the terms and conditions of the proposed Transfer, including without limitation the commencement or effective date of the proposed Transfer, which shall be at least 30 days after Tenant's Notice is given, and (d) the nature, character, and current banking, financial, and other credit information and references with respect to the Proposed Transferee and the business of the Proposed Transferee in reasonably sufficient detail to enable Landlord to determine the Proposed Transferee's financial responsibility. Within 14 days after Landlord's receipt from Tenant of such sum and Tenant's Notice, and all documentation requested of Tenant by Landlord, Landlord shall notify Tenant whether Landlord has consented to the proposed Transfer. Any consent by Landlord to any proposed Transfer shall not constitute a consent with respect to any other Transfer. If Landlord consents to any proposed Transfer, and Tenant fails to consummate such Transfer on or before the commencement or effective date of the proposed Transfer (as set forth in Tenant's Notice), then such consent shall be deemed withdrawn and Tenant shall be required again to comply with this Paragraph before making a Transfer. Landlord shall not have unreasonably withheld its consent with respect to any Transfer if Landlord shall not have received such sum or Tenant's Notice, if the nature or character of the Proposed Transferee, or the proposed occupancy of the Premises by the Proposed Transferee, if the Proposed Transferee's proposed use is different than the Permitted Use is not in keeping with the dignity and character of the Building and the surrounding area, if the proposed Transfer will result in the diminution of the value or marketability of the Premises or the Project, if Landlord is not satisfied that the Proposed Transferee is creditworthy, or if the proposed Transfer will conflict with or result in a breach of any of the provisions of, or constitute a default under, any agreement, instrument, or document to which Landlord is a party or by which the Project may be bound. No Transfer shall release releases or discharge discharges Tenant from any liability, whether past, present, or future, under this Lease and Tenant shall continue continues to remain primarily liable under this Lease. Lease (and Tenant irrevocably assigns to Landlord, as security for Tenant's obligations under this Lease, all rent and must execute a guaranty or other amounts from any Transfer, and Landlord, as assignee and as special attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord's application, may collect such rent and other amounts and apply them toward Tenant's obligations under this Lease; except that, unless Tenant defaults under this Lease, Tenant shall have the right to collect such rent and other amounts. Unless otherwise agreed to by all parties, the Tenant's security deposit, if any, shall be retained instrument prescribed by Landlord and returned to the lawful tenant in possession at the time of the Lease termination, subject to the terms and conditions of Paragraph 6 of this Lease. Any Transfer must contain the following provisions, which provisions whether contained in ensure such Transfer or not, shall apply to such Transfer: (A) Such Transfer shall be subject and subordinate to all provisions of this Lease; (B) No Proposed Transferee shall be permitted to enter into any Transfer without Landlord's prior written consent; and (C) At Landlord's option, in the event of cancellation or termination of this Lease for any reason or the surrender of this Lease, whether voluntarily, involuntarily, by operation of law or otherwise, prior to the expiration of such Transfer, the Proposed Transferee shall make full and complete attornment to Landlord for the balance of the term of such Transfer. Such attornment shall be evidenced by an agreement in form and substance satisfactory to Landlord which the Proposed Transferee shall execute and deliver to Landlord within five days after request by Landlordcontinued liability). Tenant shall promptly reimburse Landlord for Landlord's actual, documented and reasonable cost (less any payment made by Tenant with Landlord as set forth above) costs of reviewing, consenting to, rejecting and/or or consummating any proposed 14 Pacific Tower Full Service Gross Office Copper-Mountain-Lease: 08027.208 Landlord___________Tenant___________ Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Transfer, including without limitation reasonable attorneys' feesfees (which costs and attorney's fees shall not exceed, in the aggregate, One Thousand Five Hundred Dollars ($1,500.00) in any one instance). Landlord shall notify Tenant of Landlord's consent or reasonable disapproval of any such Transfer within twenty (20) days after Landlord's receipt of the Transfer notice. Landlord's failure to respond to any such Transfer notice within such twenty (20) day period shall be deemed Landlord's approval of the Transfer. Notwithstanding the provisions of this Article 19 to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof (herein, a "Permitted Transfer"), without Landlord's consent, to any holding company, corporation, association or entity which is or becomes a parent, subsidiary or affiliate of Tenant or any entity that controls, is controlled by or is under common control with Tenant, or to any entity resulting from a merger, consolidation or reorganization of Tenant, or to any person or entity that acquires all (or substantially all) of the stock or assets of Tenant's business as a going concern (a "Permitted Transferee"), provided that: (a) in the case of an assignment, the assignee assumes, in full, the obligations of Tenant, under this Lease pursuant to a commercially reasonable assumption agreement, a fully executed copy of which is delivered to Landlord within thirty (30) days following the effective date of such assignment or subletting; (b) such transferee has the financial capability to fulfill the obligation imposed by the assignment or sublease; (c) Tenant remains fully liable under this Lease (if the entity comprising Tenant exists after the Transfer) and executes a guaranty of this Lease in form and substance satisfactory to Landlord; (d) the use of the Premises is permitted under this Lease; and (e) such transaction is not entered into as a subterfuge to avoid the restrictions and provisions of this Article 19. Landlord specifically acknowledges and agrees that as of the date of this Lease, Tenant is a publicly held company whose stock is traded on a nationally recognized exchange and that under no circumstances shall any transfer of such stock over such exchange be deemed a Transfer for purposes of this Lease. Tenant shall promptly pay to Landlord fifty percent (50%) one-half of all rents and other consideration, of whatever nature, payable by the Proposed Transferee (or receivable by Tenant) pursuant to any Transfer, which exceed exceeds (1) if a sublease of a portion of the Premises, the portion of the Basic Monthly Rent that is allocable to the portion of the Premises subleased (such allocation based on the area of the portion subleased), or (2) if any other Transfer, the Basic Monthly Rent. See Addendum No. 1 --------------.

Assignment and Other Transfers. Without Landlord's prior written ------------------------------ consent, which shall not be unreasonably withheld, none of the following shall occur (nor be permitted by Tenant to occur), voluntarily, involuntarily, by operation of law, or otherwise (any of the following, a "Transfer"): (i) any assignment, sublease, disposition, sale, concession, license, license agreement for the use of any portion of the Premises, mortgage, encumbrance, hypothecation, pledge, collateral assignment, or other transfer, by Tenant of this Lease, any interest in this Lease, or all or any portion of the Premises; or (ii) [***] any assignment, disposition, sale, transfer, acquisition, or ----- issuance of equitable interests (whether stock, partnership or otherwise) in Tenant, to or by any person, entity, or group of related persons or affiliated entities, whether in a single transaction or in a series of related or unrelated transactions, which results in such person, entity, or group holding (or assigning, transferring, disposing of, or selling) fifty percent (50%) or more of the aggregate issued and outstanding equitable interests in Tenant. Landlord shall not be liable in damages (to Tenant or to any proposed subtenant, assignee or other transferee (any of the preceding a "Proposed Transferee")) if such consent is adjudicated to have been unreasonably withheld, and, in such event, Tenant's sole remedy shall be to have the proposed Transfer declared as valid as if Landlord's consent had been given, although Tenant shall be entitled to reasonable attorney's fees if Tenant is the prevailing party in such litigation. At least 30 60 days prior to entering into any proposed Transfer, Tenant shall submit to Landlord the sum of $250.00 400.00 (as payment toward Landlord's and Landlord's attorneys' cost costs of reviewing, consenting to, rejecting rejecting, and/or consummating any proposed Transfer), and a written notice ("Tenant's Notice") which includes or sets forth in reasonable detail (a) the form of the proposed Transfer, including including, without limitation limitation, all related agreements, documents, instruments, exhibits, and escrow instructions, (b) the name and address of the Proposed Transferee, (c) the terms and conditions of the proposed Transfer, including including, without limitation limitation, the commencement or effective date of the proposed Transfer, which shall be at least 30 60 days after Tenant's Notice is given, and (d) the nature, character, and current banking, financial, and other credit information and references with respect to the Proposed Transferee and the business of the Proposed Transferee (including, without limitation, tax returns for the most-recent five years, a business plan with cash-flow projections and financial projections with assumptions and competitive market analysis), in reasonably sufficient detail to enable Landlord to determine the Proposed Transferee's financial responsibility. Within 14 15 business days after Landlord's receipt from Tenant of such sum and Tenant's Notice, and all documentation requested of Tenant by Landlord, Landlord shall notify Tenant whether Landlord has consented to the proposed Transfer. Any consent by Landlord to any proposed Transfer shall not constitute a consent with respect to any other Transfer. If Landlord consents to any proposed Transfer, and Tenant fails to consummate such Transfer on or before within 30 days of the commencement or effective date of the proposed Transfer (as set forth in Tenant's Notice), then such consent shall be deemed withdrawn and Tenant shall be required again to comply with this Paragraph paragraph before making a Transfer. Landlord shall not have unreasonably withheld its consent with respect to any Transfer if Landlord shall not have received such sum or Tenant's Notice, if the nature or character of the Proposed Transferee, or the proposed use and occupancy of the Premises by the Proposed Transferee, if the Proposed Transferee's proposed use is different than the Permitted Use is not in keeping with the dignity and character of the Building Project and the surrounding area, if the proposed Transfer will result in the diminution of the value or marketability of the Premises or the ProjectPremises, if Landlord is not satisfied that the Proposed Transferee is creditworthy, or if the proposed Transfer will conflict with or result in a breach of any of the provisions of, or constitute a default under, any agreement, instrument, or document to which Landlord is a party or by which the Project Real Property may be bound. No Transfer shall release or discharge Tenant from any liability, whether past, present, or future, under this Lease and Tenant shall continue to remain primarily liable under this Lease. Tenant irrevocably assigns to Landlord, as security for Tenant's obligations under this Lease, all rent and other amounts from any Transfer, and Landlord, as assignee and as special attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord's application, may collect such rent and other amounts and apply them toward Tenant's obligations under this Lease; except that, unless Tenant defaults under this Lease, Tenant shall have the right to collect such rent and other amounts. Unless otherwise agreed to by all parties, the Tenant's security deposit, if any, shall be retained by Landlord and returned to the lawful tenant in possession at the time of the Lease termination, subject to the terms and conditions of Paragraph 6 of this Lease. Any Transfer documents must contain the following provisions, which provisions whether contained in such Transfer documents or not, shall apply to such Transfer: : (A1) Such Transfer shall be subject and subordinate to all provisions of this Lease; ; (B2) No Proposed Transferee shall be permitted to enter into any Transfer without Landlord's prior written consent; and (C3) At Landlord's option, in the event of cancellation or termination of this Lease for any reason or the surrender of this Lease, whether voluntarily, involuntarily, by operation of law law, or otherwise, prior to the expiration of such Transfer, the Proposed Transferee shall make full and complete attornment to Landlord for the balance of the term of such Transfer. Such attornment shall be evidenced by an agreement in form and substance satisfactory to Landlord which the Proposed Transferee shall execute and deliver to Landlord within five days after request by Landlord. Tenant shall promptly reimburse Landlord for Landlord's reasonable cost (less any payment made by Tenant with Landlord as set forth above) of reviewing, consenting to, rejecting and/or consummating any proposed 14 Pacific Tower Full Service Gross Office Copper-Mountain-Lease: 08027.208 Landlord___________Tenant___________ Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Transfer, including including, without limitation limitation, reasonable attorneys' fees. Tenant shall promptly pay to Landlord fifty 50 percent (50%) of all rents and other consideration, of whatever nature, payable by the Proposed Transferee (or receivable by Tenant) pursuant to any Transfer, which exceed (1A) if a sublease of a portion of the Premises, the portion of the Basic Base Monthly Rent that is allocable to the portion of the Premises subleased (such allocation based on the area of the portion subleased), or (2B) if any other Transfer, the Basic Base Monthly Rent. See Addendum NoLandlord may, at its election, by giving written notice (the "Recapture Notice") to Tenant within 15 days after receipt of Tenant's Notice, notify Tenant that Landlord intends to recapture the Premises and terminate this Lease. 1 --------------If Tenant notifies Landlord in writing, within ten days after the giving of the Recapture Notice, that Tenant withdraws Tenant's Notice, then Tenant shall be deemed to have withdrawn Tenant's request for Landlord's consent to the proposed Transfer and Landlord shall have no right to recapture the Premises and/or terminate this Lease pursuant to this paragraph. If Tenant fails to notify Landlord in writing, within 15 days after the giving of the Recapture Notice, that Tenant withdraws Tenant's Notice (or if Tenant notifies Landlord in writing, within 15 days after the giving of the Recapture Notice, that Tenant does not withdraw Tenant's Notice), then (if and to the extent permitted by applicable law) this Lease shall automatically be deemed terminated as of the commencement or effective date stated in Tenant's Notice for the proposed Transfer, and Tenant shall surrender possession of the Premises as of such date. Landlord's giving of a Recapture Notice shall not constitute Landlord's consent to Tenant's proposed Transfer.

Assignment and Other Transfers. Without Landlord's ’s prior written ------------------------------ consent, which shall may not unreasonably be unreasonably withheldwithheld or delayed, none of the following shall may occur (nor or be permitted by Tenant to occur), voluntarily, involuntarily, by operation of law, or otherwise (any of the following, a "“Transfer"”): (i) any assignment, sublease, disposition, sale, concession, license, license agreement for the use of any portion of the Premises, mortgage, encumbrance, hypothecation, pledge, collateral assignment, lien, appointment of a receiver, or other transfer, by or on behalf of Tenant of this Lease, any interest in this Lease, or all or any portion of the Premises, whether voluntary or involuntary; or (ii) [***] unless Tenant’s stock is publicly traded on a U.S. national stock exchange at the time or in the case of a merger where the surviving entity (which assumes all obligations under this Lease) has a debt-to-equity ratio of no more than 65% and at least as great a net worth, cash flow and operating income as Tenant, any assignment, disposition, sale, transfer, acquisition, or ----- issuance of equitable interests (whether stock, partnership or otherwise) in Tenant or any entity controlling Tenant, to or by any person, entity, or group of related persons or affiliated entities, whether in a single transaction or in a series of related or unrelated transactions, which results in such person, entity, or group holding (or assigning, transferring, disposing of, or selling) fifty percent (50%) % or more of the aggregate issued and outstanding equitable legal or beneficial interests in Tenant or any entity controlling Tenant. Notwithstanding the foregoing, Tenant may make a Transfer, with at least 15 days prior written notice to Landlord, but without Landlord’s consent, to any proposed subtenant, assignee or other transferee (any of the preceding a “Proposed Transferee”) which is a corporation that controls, is controlled by or is under common control with Tenant, or which is a corporation resulting from a merger or consolidation with Tenant, or is a person or entity who acquires all or substantially all of the assets of Tenant’s business (or all or substantially all of the equity interests in Tenant) as a going concern (each, a “Permitted Transferee”). None of the foregoing restrictions on Transfers shall be interpreted to preclude Tenant permitting the use or occupancy of minor portions of the Premises by representatives or employees of any entity which is then performing services related to Tenant’s business operations in the Premises (as long as the use or occupancy of the Premises by such representatives or employees is not otherwise a subterfuge to avoid Tenant’s assignment and subletting obligations under this Article 20), including, but not limited to vendors providing outsourced services, such as employee travel services or educational support services at the Premises (a “Permitted Concession”). Landlord’s disapproval of a proposed Transfer is deemed reasonable if the proposed Transfer, in Landlord’s determination, could jeopardize Landlord’s (or any of its owner’s) tax status (whether as a REIT, ERISA plan, or otherwise) or results in a change of use if Landlord determines that such change materially affects the Premises or any portion of the Project or the marketability for lease or sale of any portion of the Project. Landlord shall will not be liable in damages to Tenant or to any proposed subtenant, assignee or other transferee (any of the preceding a "“Proposed Transferee"”) if such consent is adjudicated to have been unreasonably withheld, and, in such event, which case Tenant's ’s sole remedy shall be is to have the proposed Transfer declared as valid as if Landlord's ’s consent had been given, given (although Tenant shall will be entitled to reasonable attorney's ’s fees if Tenant is the prevailing party in such litigation. At least 30 days prior to entering into any proposed Transfer, Tenant shall submit to Landlord the sum of $250.00 (as payment toward Landlord's and Landlord's attorneys' cost of reviewing, consenting to, rejecting and/or consummating any proposed Transfer), and a written notice ("Tenant's Notice") which includes or sets forth in reasonable detail (a) the form of the proposed Transfer, including without limitation all related agreements, documents, instruments, exhibits, and escrow instructions, (b) the name and address of the Proposed Transferee, (c) the terms and conditions of the proposed Transfer, including without limitation the commencement or effective date of the proposed Transfer, which shall be at least 30 days after Tenant's Notice is given, and (d) the nature, character, and current banking, financial, and other credit information and references with respect to the Proposed Transferee and the business of the Proposed Transferee in reasonably sufficient detail to enable Landlord to determine the Proposed Transferee's financial responsibility. Within 14 days after Landlord's receipt from Tenant of such sum and Tenant's Notice, and all documentation requested of Tenant by Landlord, Landlord shall notify Tenant whether Landlord has consented to the proposed Transfer. Any consent by Landlord to any proposed Transfer shall not constitute a consent with respect to any other Transfer. If Landlord consents to any proposed Transfer, and Tenant fails to consummate such Transfer on or before the commencement or effective date of the proposed Transfer (as set forth in Tenant's Notice), then such consent shall be deemed withdrawn and Tenant shall be required again to comply with this Paragraph before making a Transfer. Landlord shall not have unreasonably withheld its consent with respect to any Transfer if Landlord shall not have received such sum or Tenant's Notice, if the nature or character of the Proposed Transferee, or the proposed occupancy of the Premises by the Proposed Transferee, if the Proposed Transferee's proposed use is different than the Permitted Use is not in keeping with the dignity and character of the Building and the surrounding area, if the proposed Transfer will result in the diminution of the value or marketability of the Premises or the Project, if Landlord is not satisfied that the Proposed Transferee is creditworthy, or if the proposed Transfer will conflict with or result in a breach of any of the provisions of, or constitute a default under, any agreement, instrument, or document to which Landlord is a party or by which the Project may be bound. No Transfer shall release releases or discharge discharges Tenant from any liability, whether past, present, or future, under this Lease and Tenant shall continue continues to remain primarily liable under this Lease. Tenant irrevocably assigns to Landlord, as security for Tenant's obligations under this Lease, all rent and other amounts from any Transfer, and Landlord, as assignee and as special attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord's application, may collect such rent and other amounts and apply them toward Tenant's obligations under this Lease; except that, unless Tenant defaults under this Lease, Tenant shall have the right to collect such rent and other amounts. Unless otherwise agreed to by all parties, the Tenant's security deposit, if any, shall be retained by Landlord and returned to the lawful tenant in possession at the time of the Lease termination, subject to the terms and conditions of Paragraph 6 of this Lease. Any Transfer must contain the following provisions, which provisions whether contained in such Transfer or not, shall apply to such Transfer: (A) Such Transfer shall be subject and subordinate to all provisions of this Lease; (B) No Proposed Transferee shall be permitted to enter into any Transfer without Landlord's prior written consent; and (C) At Landlord's option, in the event of cancellation or termination of this Lease for any reason or the surrender of this Lease, whether voluntarily, involuntarily, by operation of law or otherwise, prior to the expiration of such Transfer, the Proposed Transferee shall make full and complete attornment to Landlord for the balance of the term of such Transfer. Such attornment shall be evidenced by an agreement in form and substance satisfactory to Landlord which the Proposed Transferee shall execute and deliver to Landlord within five days after request by Landlord. Tenant shall promptly reimburse Landlord for Landlord's ’s reasonable cost (less any payment made by Tenant with Landlord as set forth above) costs of reviewing, consenting to, rejecting and/or or consummating any proposed 14 Pacific Tower Full Service Gross Office Copper-Mountain-Lease: 08027.208 Landlord___________Tenant___________ Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Transfer, including without limitation reasonable attorneys' ’ fees. Tenant shall promptly pay to Landlord fifty percent (50%) half of all rents and other consideration, of whatever nature, payable by the Proposed Transferee (or receivable by Tenant) pursuant to any Transfer, which exceed exceeds the following, after amortizing at 9.0% annual interest over the remaining Term the leasing commissions, legal fees, and tenant improvement costs (e.g., architectural, engineering, space planning, and construction costs) incurred by Tenant as the result of the Transfer: (1) if a sublease of a portion of the Premises, the portion of the Basic Monthly Rent that is allocable to the portion of the Premises subleased (such allocation based on the area of the portion subleased), or (2) if any other Transfer, the Basic Monthly Rent. See Addendum NoTenant may not market or offer any portion of its Premises for sublease or assignment to any tenants of the Project (or affiliates of any such tenants) except during periods when no vacancy exists at the Project and no lease within the Project is scheduled to expire within nine months after the date of such marketing; provided however, with Landlord’s prior written consent (which may not unreasonably be withheld or delayed) Tenant may offer space with in its Premises to tenants of the Project if Landlord cannot offer similar or competitive space. 1 --------------Anything contained herein to the contrary notwithstanding, Landlord may not withhold or delay its consent to Tenant’s request to assign all of its rights and interests under this Lease (i) to the transferee in a sale of all or substantially all of the assets of Tenant, (ii) to the surviving entity in a merger, (iii) to a sale of all of the stock in Tenant, or (iv) an assignment to an entity controlled by or under common control with Tenant.

Assignment and Other Transfers. Without Landlord's ’s prior written ------------------------------ consent, which shall not be unreasonably withheld, none of the following shall occur (nor be permitted by Tenant to occur), voluntarily, involuntarily, by operation of law, or otherwise (any of the following, a "“Transfer"): ”) unless the Transferee is a federally or state chartered financial institution with a Net Worth of at least $10,000,000.00 or is a holding company of Tenant: (i) any assignment, sublease, disposition, sale, concession, license, license agreement for the use of any portion of the Premises, mortgage, encumbrance, hypothecation, pledge, collateral assignment, or other transfer, by Tenant of this Lease, any interest in this Lease, or all or any portion of the Premises; or (ii) [***] any assignment, disposition, sale, transfer, acquisition, or ----- issuance of equitable interests (whether stock, partnership or otherwise) in Tenant, to or by any person, entity, or group of related persons or affiliated entities, whether in a single transaction or in a series of related or unrelated transactions, which results in such person, entity, or group holding (or assigning, transferring, disposing of, or selling) fifty percent (50%) or more of the aggregate issued and outstanding equitable interests in Tenant. Landlord shall not be liable in damages to Tenant or to any proposed subtenant, assignee or other transferee (any of the preceding a "“Proposed Transferee"”) if such consent is adjudicated to have been unreasonably withheld, and, in such event, Tenant's ’s sole remedy shall be to have the proposed Transfer declared as valid as if Landlord's ’s consent had been given, although Tenant shall be entitled to reasonable attorney's ’s fees if Tenant is the prevailing party in such litigation. At least 30 thirty (30) days prior to entering into any proposed Transfer, Tenant shall submit to Landlord the sum of $250.00 400.00 (as payment toward Landlord's ’s and Landlord's ’s attorneys' ’ cost of reviewing, consenting to, rejecting and/or consummating any proposed Transfer), and a written notice ("“Tenant's ’s Notice"”) which includes or sets forth in reasonable detail (a) the form of the proposed Transfer, including without limitation all related agreements, documents, instruments, exhibits, and escrow instructions, (b) the name and address of the Proposed Transferee, (c) the terms and conditions of the proposed Transfer, including without limitation the commencement or effective date of the proposed Transfer, which shall be at least 30 thirty (30) days after Tenant's ’s Notice is given, and (d) the nature, character, and current banking, financial, and other credit information and references with respect to the Proposed Transferee and the business of the Proposed Transferee (including without limitation tax returns for the three most-recent years, a business plan with cash-flow projections and financial projections with assumptions and competitive market analysis), in reasonably sufficient detail to enable Landlord to determine the Proposed Transferee's ’s financial responsibility. Within 14 thirty (30) days after Landlord's ’s receipt from Tenant of such sum and Tenant's ’s Notice, and all documentation requested of Tenant by Landlord, Landlord shall notify Tenant whether Landlord has consented to the proposed Transfer. Any consent by Landlord to any proposed Transfer shall not constitute a consent with respect to any other Transfer. If Landlord consents to any proposed Transfer, and Tenant fails to consummate such Transfer on or before the commencement or effective date of the proposed Transfer (as set forth in Tenant's ’s Notice), then such consent shall be deemed withdrawn and Tenant shall be required again to comply with this Paragraph paragraph before making a Transfer. Landlord shall not have unreasonably withheld its consent with respect to any Transfer if Landlord shall not have received such sum or Tenant's ’s Notice, if the nature or character of the Proposed Transferee, or the proposed occupancy of the Premises by the Proposed Transferee, if the Proposed Transferee's ’s proposed use is different than the Permitted Use is not in keeping with the dignity and character of the Building and the surrounding area, if the proposed Transfer will result in the diminution of the value or marketability of the Premises or the Project, if Landlord is not satisfied that the Proposed Transferee is creditworthy, or if the proposed Transfer will conflict with or result in a breach of any of the provisions of, or constitute a default under, any agreement, instrument, or document to which Landlord is a party or by which the Project project may be bound. No Transfer shall release or discharge Tenant from any liability, whether past, present, or future, under this Lease and Tenant shall continue to remain primarily liable under this Lease. Tenant irrevocably assigns to Landlord, as security for Tenant's obligations under this Lease, all rent and other amounts from any Transfer, and Landlord, as assignee and as special attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord's application, may collect such rent and other amounts and apply them toward Tenant's obligations under this Lease; except that, unless Tenant defaults under this Lease, Tenant shall have the right to collect such rent and other amounts. Unless otherwise agreed to by all parties, the Tenant's ’s security deposit, if any, shall be retained by Landlord and returned to the lawful tenant in possession at the time of the Lease termination, subject to the terms and conditions of Paragraph 6 of this Lease. Any Transfer must contain the following provisions, which provisions whether contained in such Transfer or not, shall apply to such Transfer: (A) Such Transfer shall be subject and subordinate to all provisions of this Lease; (B) No Proposed Proposal Transferee shall be permitted to enter into any Transfer without Landlord's ’s prior written consent; and (C) At Landlord's ’s option, in the event of cancellation or termination of this Lease for any reason or the surrender of this Lease, whether voluntarily, involuntarily, by operation of law or otherwise, prior to the expiration of such Transfer, the Proposed Transferee shall make full and complete attornment to Landlord for the balance of the term of such Transfer. Such attornment shall be evidenced by an agreement in form and substance satisfactory to Landlord which the Proposed Transferee shall execute and deliver to Landlord within five days after request by Landlord. Tenant shall promptly reimburse Landlord for Landlord's ’s reasonable cost (less any payment made by Tenant with Landlord as set forth above) of reviewing, reviewing consenting to, rejecting and/or consummating any proposed 14 Pacific Tower Full Service Gross Office Copper-Mountain-Lease: 08027.208 Landlord___________Tenant___________ Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Transfer, including without limitation reasonable attorneys' ’ fees. Tenant shall promptly pay to Landlord fifty seventy five percent (5075%) of all rents and other consideration, of whatever nature, payable by the Proposed Transferee (or receivable by Tenant) pursuant to any Transfer, which exceed (1) if a sublease of a portion of the Premises, the portion of the Basic Monthly Rent that is allocable to the portion of the Landmark National Ban—Revised 8-16-01 Standard Shopping Lease FINAL 8-16-01 Landlord /s/ [ILLEGIBLE] Tenant /s/ [ILLEGIBLE] Premises subleased (such allocation based on the area of the portion subleased), or (2) if any other Transfer, the Basic Monthly Rent. See Addendum NoLandlord additionally has the right, at its election, by giving written notice (the “Recapture Notice”) to Tenant within fifteen (15) days after receipt of Tenant’s Notice, to recapture the Premises and terminate this Lease. 1 --------------If Landlord elects to exercise such right and delivers a Recapture Notice to Tenant, this Lease shall automatically be deemed terminated as of the commencement or effective date stated in Tenant’s Notice for the proposed Transfer, and Tenant shall surrender possession of the Premises as of such date (and any failure to do so shall constitute a default hereunder). Landlord’s giving of a Recapture Notice shall not constitute Landlord’s consent to Tenant’s proposed Transfer.

Assignment and Other Transfers. Without LandlordTenant's prior written ------------------------------ consent, which shall not be unreasonably withheld, none of the following shall occur (nor be permitted by Tenant rights with respect to occur), voluntarily, involuntarily, by operation of law, or otherwise (any of the following, a "Transfer"): (i) any assignment, sublease, disposition, sale, concession, license, license agreement for the use of any portion of the Premises, mortgage, encumbrance, hypothecation, pledge, collateral assignment, or other transfer, by Tenant of this Lease, any interest in this Lease, or all or any portion of the Premises; or (ii) [***] any assignment, disposition, sale, transfer, acquisition, or ----- issuance of equitable interests (whether stock, partnership or otherwise) in Tenant, to or by any person, entity, or group of related persons or affiliated entities, whether in a single transaction or in a series of related or unrelated transactions, which results in such person, entity, or group holding (or assigning, transferring, disposing of, or selling) fifty percent (50%) % or more of the aggregate issued and outstanding equitable interests in TenantTenant (any of the foregoing, a "Transfer") will be subject to the following: 28.1. Without Landlord's prior written consent, which shall not be unreasonably withheld, Tenant will not enter into (nor permit to occur), voluntarily, involuntarily, by operation of law, or otherwise, any Transfer. 28.2. Landlord shall not be liable in damages to Tenant or to any proposed subtenant, assignee or other transferee (any of the preceding a "Proposed Transferee") if such consent is adjudicated to have been unreasonably withheld, and, in such event, Tenant's sole remedy shall be to have the proposed Transfer declared as valid as if Landlord's consent had been given, although Tenant shall be entitled to reasonable attorney's fees if Tenant is the prevailing party in such litigation. 28.3. At least 30 days prior to entering into any proposed Transfer, Tenant shall submit to Landlord the sum of $250.00 400.00 (as payment toward Landlord's and Landlord's attorneys' cost of reviewing, consenting to, rejecting rejecting, and/or consummating any proposed Transfer), and a written notice ("Tenant's Notice") which includes or sets forth in reasonable detail (a) the form of the proposed Transfer, including without limitation all related agreements, documents, instruments, exhibits, and escrow instructions, (b) the name and address of the Proposed proposed Transferee, (c) the terms and conditions of the proposed Transfer, including without limitation the commencement or effective date of the proposed Transfer, which shall be at least 30 days after Tenant's Notice is given, and (d) the nature, character, and current banking, financial, and other credit information and references with respect to the Proposed proposed Transferee and the business of the Proposed proposed Transferee (including without limitation tax returns for the three most-recent years, a business plan with cash-flow projections and financial projections with assumptions and competitive market analysis), in reasonably sufficient detail to enable Landlord to determine the Proposed proposed Transferee's financial responsibility. 28.4. Within 14 30 days after Landlord's receipt from Tenant of such sum $400.00 and Tenant's Notice, and all documentation requested of Tenant by Landlord, Landlord shall notify Tenant whether Landlord has consented to the proposed Transfer. Any consent by Landlord to any proposed Transfer shall not constitute a consent with respect to any other Transfer. If Landlord consents to any proposed Transfer, and Tenant fails to consummate such Transfer on or before the commencement or effective date of the proposed Transfer (as set forth in Tenant's Notice), then such consent shall will be deemed withdrawn and Tenant shall will be required again to comply with this Paragraph 28 before making a Transfer. 28.5. Landlord shall will not have unreasonably withheld its consent with respect to any Transfer if if, among other reasons, Landlord shall not have received such sum or Tenant's Notice, if the nature or character of the Proposed Transferee, or the proposed occupancy of the Premises by the Proposed Transferee, if the Proposed Transferee's proposed use is different than the Permitted Use is not in keeping with the dignity and character of the Building and the surrounding area, if the proposed Transfer will result in the diminution of the value or marketability of the Premises or the Project, if Landlord is not satisfied that the Proposed Transferee is creditworthy, or if the proposed Transfer will conflict with or result in a breach of any of the provisions of, or constitute a default under, any agreement, instrument, or document to which Landlord is a party or by which the Project may be bound. No Transfer shall release or discharge Tenant from any liability, whether past, present, or future, under this Lease and Tenant shall continue to remain primarily liable under this Lease. Tenant irrevocably assigns to Landlord, as security for Tenant's obligations under this Lease, all rent and other amounts from any Transfer, and Landlord, as assignee and as special attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord's application, may collect such rent and other amounts and apply them toward Tenant's obligations under this Lease; except that, unless Tenant defaults under this Lease, Tenant shall have the right to collect such rent and other amounts. Unless otherwise agreed to by all parties, the Tenant's security deposit, if any, shall be retained by Landlord and returned to the lawful tenant in possession at the time of the Lease termination, subject to the terms and conditions of Paragraph 6 of this Lease. Any Transfer must contain the following provisions, which provisions whether contained in such Transfer or not, shall apply to such Transfer: (A) Such Transfer shall be subject and subordinate to all provisions of this Lease; (B) No Proposed Transferee shall be permitted to enter into any Transfer without Landlord's prior written consent; and (C) At Landlord's option, in the event of cancellation or termination of this Lease for any reason or the surrender of this Lease, whether voluntarily, involuntarily, by operation of law or otherwise, prior to the expiration of such Transfer, the Proposed Transferee shall make full and complete attornment to Landlord for the balance of the term of such Transfer. Such attornment shall be evidenced by an agreement in form and substance satisfactory to Landlord which the Proposed Transferee shall execute and deliver to Landlord within five days after request by Landlord. Tenant shall promptly reimburse Landlord for Landlord's reasonable cost (less any payment made by Tenant with Landlord as set forth above) of reviewing, consenting to, rejecting and/or consummating any proposed 14 Pacific Tower Full Service Gross Office Copper-Mountain-Lease: 08027.208 Landlord___________Tenant___________ Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Transfer, including without limitation reasonable attorneys' fees. Tenant shall promptly pay to Landlord fifty percent (50%) of all rents and other consideration, of whatever nature, payable by the Proposed Transferee (or receivable by Tenant) pursuant to any Transfer, which exceed (1) if a sublease of a portion of the Premises, the portion of the Basic Monthly Rent that is allocable to the portion of the Premises subleased (such allocation based on the area of the portion subleased), or (2) if any other Transfer, the Basic Monthly Rent. See Addendum No. 1 --------------if

Assignment and Other Transfers. Without Landlord's ’s prior written ------------------------------ consent, which shall may not unreasonably be unreasonably withheld, none of the following shall may occur (nor or be permitted by Tenant to occur), voluntarily, involuntarily, by operation of law, or otherwise (any of the following, a "“Transfer"”): (i) any assignment, sublease, disposition, sale, concession, license, license agreement for the use of any portion of the Premises, mortgage, encumbrance, hypothecation, pledge, collateral assignment, or other transfer, by Tenant of this Lease, any interest in this Lease, or all or any portion of the Premises; or (ii) [***] any assignment, disposition, sale, transfer, acquisition, or ----- issuance of equitable interests (whether stock, partnership or otherwise) in Tenant, to or by any person, entity, or group of related persons or affiliated entities, whether in a single transaction or in a series of related or unrelated transactions, which results in such person, entity, or group holding (or assigning, transferring, disposing of, or selling) fifty percent (50%) or more of the aggregate issued and outstanding equitable legal or beneficial interests in Tenant. Landlord shall will not be liable in damages to Tenant or to any proposed subtenant, assignee or other transferee (any of the preceding a "“Proposed Transferee"”) if such consent is adjudicated to have been unreasonably withheld, and, in such event, which case Tenant's ’s sole remedy shall be is to have the proposed Transfer declared as valid as if Landlord's ’s consent had been given, given (although Tenant shall will be entitled to reasonable attorney's ’s fees if Tenant is the prevailing party in such litigation. At least 30 days prior to entering into any proposed Transfer, Tenant shall submit to Landlord the sum of $250.00 (as payment toward Landlord's and Landlord's attorneys' cost of reviewing, consenting to, rejecting and/or consummating any proposed Transfer), and a written notice ("Tenant's Notice") which includes or sets forth in reasonable detail (a) the form of the proposed Transfer, including without limitation all related agreements, documents, instruments, exhibits, and escrow instructions, (b) the name and address of the Proposed Transferee, (c) the terms and conditions of the proposed Transfer, including without limitation the commencement or effective date of the proposed Transfer, which shall be at least 30 days after Tenant's Notice is given, and (d) the nature, character, and current banking, financial, and other credit information and references with respect to the Proposed Transferee and the business of the Proposed Transferee in reasonably sufficient detail to enable Landlord to determine the Proposed Transferee's financial responsibility. Within 14 days after Landlord's receipt from Tenant of such sum and Tenant's Notice, and all documentation requested of Tenant by Landlord, Landlord shall notify Tenant whether Landlord has consented to the proposed Transfer. Any consent by Landlord to any proposed Transfer shall not constitute a consent with respect to any other Transfer. If Landlord consents to any proposed Transfer, and Tenant fails to consummate such Transfer on or before the commencement or effective date of the proposed Transfer (as set forth in Tenant's Notice), then such consent shall be deemed withdrawn and Tenant shall be required again to comply with this Paragraph before making a Transfer. Landlord shall not have unreasonably withheld its consent with respect to any Transfer if Landlord shall not have received such sum or Tenant's Notice, if the nature or character of the Proposed Transferee, or the proposed occupancy of the Premises by the Proposed Transferee, if the Proposed Transferee's proposed use is different than the Permitted Use is not in keeping with the dignity and character of the Building and the surrounding area, if the proposed Transfer will result in the diminution of the value or marketability of the Premises or the Project, if Landlord is not satisfied that the Proposed Transferee is creditworthy, or if the proposed Transfer will conflict with or result in a breach of any of the provisions of, or constitute a default under, any agreement, instrument, or document to which Landlord is a party or by which the Project may be bound. No Transfer shall release releases or discharge discharges Tenant from any liability, whether past, present, or future, under this Lease and Tenant shall continue continues to remain primarily liable under this Lease. Tenant irrevocably assigns to Landlord, as security for Tenant's ’s obligations under this Lease, all rent and other amounts from any Transfer, and Landlord, as assignee and as special attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord's ’s application, may collect such rent and other amounts and apply them toward Tenant's ’s obligations under this Lease; except that, unless Tenant defaults under this LeaseLease and fails to cure the default within the applicable cure period, Tenant shall have the right to may collect such rent and other amounts. Unless otherwise agreed to by all parties, the Tenant's security deposit, if any, shall be retained by Landlord and returned to the lawful tenant in possession at the time of the Lease termination, subject to the terms and conditions of Paragraph 6 of this Lease. Any Transfer must contain the following provisions, which provisions whether contained in such Transfer or not, shall apply to such Transfer: (A) Such Transfer shall be subject and subordinate to all provisions of this Lease; (B) No Proposed Transferee shall be permitted to enter into any Transfer without Landlord's prior written consent; and (C) At Landlord's option, in the event of cancellation or termination of this Lease for any reason or the surrender of this Lease, whether voluntarily, involuntarily, by operation of law or otherwise, prior to the expiration of such Transfer, the Proposed Transferee shall make full and complete attornment to Landlord for the balance of the term of such Transfer. Such attornment shall be evidenced by an agreement in form and substance satisfactory to Landlord which the Proposed Transferee shall execute and deliver to Landlord within five days after request by Landlord. Tenant shall promptly reimburse Landlord for Landlord's ’s reasonable cost costs (less any payment made by Tenant with Landlord as set forth above) of reviewing, consenting to, rejecting and/or or consummating any proposed 14 Pacific Tower Full Service Gross Office Copper-Mountain-Lease: 08027.208 Landlord___________Tenant___________ Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Transfer, including without limitation reasonable attorneys' ’ fees. Tenant shall promptly pay to Landlord fifty percent (50%) % of all rents and other consideration, of whatever nature, payable by the Proposed Transferee (or receivable by Tenant) pursuant to any Transfer, which exceed exceeds the sum of all leasing commissions paid and tenant improvement allowances funded by Tenant to the extent reasonably incurred in direct conjunction with the Transfer, plus: (1) if a sublease of a portion of the Premises, the portion of the Basic Monthly Rent that is allocable to the portion of the Premises subleased (such allocation based on the area of the portion subleased), or (2) if any other Transfer, the Basic Monthly Rent. See Addendum NoLandlord additionally may, by giving written notice (the “Recapture Notice”) to Tenant within 15 days after receipt of Tenant’s request for a Consent to Transfer which would result in cumulative Transfers of more than 50% of the Rentable Square Feet of the Premises, recapture the Premises and terminate this Lease. 1 --------------If Landlord elects to exercise such right and delivers a Recapture Notice to Tenant, this Lease is automatically terminated as of the commencement or effective date stated in Tenant’s request for a Consent to Transfer, and Tenant shall surrender possession of the Premises as of such date, unless within two business days after Landlord’s Recapture Notice Tenant rescinds its request for a Consent to Transfer. Notwithstanding anything to the contrary in this paragraph, with prior written notice to Landlord, but without the requirement for Landlord’s consent, Tenant may assign this Lease to an entity which is controlled by Tenant or which is under common control with Tenant, so long as the Transferee assumes Tenant’s obligations under this Lease in writing for the benefit of Landlord and Tenant concurrently executes a guaranty of this Lease (and Guarantor executes a reaffirmation of its Guaranty of Lease) for the benefit of Landlord in form and substance reasonably acceptable to Landlord.

Assignment and Other Transfers. Without Landlord's prior written ------------------------------ consent, which shall may not unreasonably be unreasonably withheld, none of the following shall may occur (nor or be permitted by Tenant to occur), voluntarily, involuntarily, by operation of law, or otherwise (any of the following, a "Transfer"): (i) any assignment, sublease, disposition, sale, concession, license, license agreement for the use of any portion of the Premises, mortgage, encumbrance, hypothecation, pledge, collateral assignment, or other transfer, by Tenant of this Lease, any interest in this Lease, or all or any portion of the Premises; or (ii) [***] except while Tenant is a publicly-traded entity registered on a major international stock exchange, any assignment, disposition, sale, transfer, acquisition, or ----- issuance of equitable interests (whether stock, partnership or otherwise) in Tenant, to or by any person, entity, or group of related persons or affiliated entities, whether in a single transaction or in a series of related or unrelated transactions, which results in such person, entity, or group holding (or assigning, transferring, disposing of, or selling) fifty percent (50%) % or more of the aggregate issued and outstanding equitable legal or beneficial interests in Tenant. Landlord shall will not be liable in damages to Tenant or to any proposed subtenant, assignee or other transferee (any of the preceding a "Proposed Transferee") if such consent is adjudicated to have been unreasonably withheld, and, in such event, which case Tenant's sole remedy shall be is to have the proposed Transfer declared as valid as if Landlord's consent had been given, although given (in which case Tenant shall will be entitled to reasonable attorney's fees if Tenant is the prevailing party in such litigation. At least 30 days prior ); provided, however, that this limitation of liability will not apply if Landlord fails to entering into any proposed Transfercooperate with Tenant’s efforts to adjudicate the consent issue as soon as possible through arbitration with the San Francisco office of the Judicial Arbitration & Mediation Services, Inc. or another arbitration service reasonably acceptable to Tenant shall submit to Landlord the sum of $250.00 (as payment toward Landlord's and Landlord's attorneys' cost of reviewing, consenting to, rejecting and/or consummating any proposed Transfer), and a written notice ("Tenant's Notice") which includes or sets forth in reasonable detail (a) the form of the proposed Transfer, including without limitation all related agreements, documents, instruments, exhibits, and escrow instructions, (b) the name and address of the Proposed Transferee, (c) the terms and conditions of the proposed Transfer, including without limitation the commencement or effective date of the proposed Transfer, which shall be at least 30 days after Tenant's Notice is given, and (d) the nature, character, and current banking, financial, and other credit information and references with respect to the Proposed Transferee and the business of the Proposed Transferee in reasonably sufficient detail to enable Landlord to determine the Proposed Transferee's financial responsibility. Within 14 days after Landlord's receipt from Tenant of such sum and Tenant's Notice, and all documentation requested of Tenant by Landlord, Landlord shall notify Tenant whether Landlord has consented to the proposed Transfer. Any consent by Landlord to any proposed Transfer shall not constitute a consent with respect to any other Transfer. If Landlord consents to any proposed Transfer, and Tenant fails to consummate such Transfer on or before the commencement or effective date of the proposed Transfer (as set forth in Tenant's Notice), then such consent shall be deemed withdrawn and Tenant shall be required again to comply with this Paragraph before making a Transfer. Landlord shall not have unreasonably withheld its consent with respect to any Transfer if Landlord shall not have received such sum or Tenant's Notice, if the nature or character of the Proposed Transferee, or the proposed occupancy of the Premises by the Proposed Transferee, if the Proposed Transferee's proposed use is different than the Permitted Use is not in keeping with the dignity and character of the Building and the surrounding area, if the proposed Transfer will result in the diminution of the value or marketability of the Premises or the Project, if Landlord is not satisfied that the Proposed Transferee is creditworthy, or if the proposed Transfer will conflict with or result in a breach of any of the provisions of, or constitute a default under, any agreement, instrument, or document to which Landlord is a party or by which the Project may be bound. No Transfer shall release releases or discharge discharges Tenant or any Lease guarantor from any liability, whether past, present, or future, under this Lease and Tenant shall continue (and each Lease guarantor, if any) continues to remain primarily liable under this LeaseLease regardless of the Transfer (and Tenant (and each Lease guarantor, if any) shall execute a guaranty of the Proposed Transferee’s obligations in form and substance satisfactory to Landlord. Tenant irrevocably assigns to Landlord, as security for Tenant's obligations under this Lease, all rent and other amounts from any Transfer, and Landlord, as assignee and as special attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord's application, may collect such rent and other amounts and apply them toward Tenant's obligations under this Lease; except that, unless Tenant defaults under this Lease, Tenant shall have the right to may collect such rent and other amounts. Unless otherwise agreed to by all parties, the Tenant's security deposit, if any, shall be retained by Landlord and returned to the lawful tenant in possession at the time of the Lease termination, subject to the terms and conditions of Paragraph 6 of this Lease. Any Transfer must contain the following provisions, which provisions whether contained in such Transfer or not, shall apply to such Transfer: (A) Such Transfer shall be subject and subordinate to all provisions of this Lease; (B) No Proposed Transferee shall be permitted to enter into any Transfer without Landlord's prior written consent; and (C) At Landlord's option, in the event of cancellation or termination of this Lease for any reason or the surrender of this Lease, whether voluntarily, involuntarily, by operation of law or otherwise, prior to the expiration of such Transfer, the Proposed Transferee shall make full and complete attornment to Landlord for the balance of the term of such Transfer. Such attornment shall be evidenced by an agreement in form and substance satisfactory to Landlord which the Proposed Transferee shall execute and deliver to Landlord within five days after request by Landlord. Tenant shall promptly reimburse Landlord for Landlord's reasonable cost costs (less any payment made by Tenant with Landlord as set forth above) of reviewing, consenting to, rejecting and/or or consummating any proposed 14 Pacific Tower Full Service Gross Office Copper-Mountain-Lease: 08027.208 Landlord___________Tenant___________ Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Transfer, including without limitation reasonable attorneys' fees, not to exceed $1,500. Tenant shall promptly pay to Landlord fifty percent (50%) one-half of all rents and other consideration, of whatever nature, payable by the Proposed Transferee (or receivable by Tenant) pursuant to any Transfer (net of Tenant’s out-of-pocket leasing commission and improvement costs incurred in connection with the Transfer), which exceed that exceeds (1) if a sublease of a portion of the Premises, the portion of the Basic Monthly Rent that is allocable to the portion of the Premises subleased (such allocation based on the area of the portion subleased), or (2) if any other Transfer, the Basic Monthly Rent. See Addendum NoNotwithstanding anything to the contrary in this Lease and after 10 days prior written notice to Landlord, Tenant may, without Landlord’s prior written consent and not subject to any recapture or bonus rent provisions, sublet the Premises or assign the Lease to: (i) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant; (ii) a successor corporation related to Tenant by merger, consolidation, nonbankruptcy reorganization, or government action; or (iii) a purchaser of substantially all of Tenant’s assets located in the Premises; provided, however, no assignment (as opposed to sublease) under this sentence is permitted unless Tenant first establishes to Landlord’s reasonable satisfaction that the proposed assignee’s financial condition (net worth, net income, and liquidity) is at least as good as that of the original Tenant as of the date of this Lease. 1 --------------Any of the transfers permitted under the preceding sentence is referenced hereafter as “Permitted Transfer” and the transferee is referenced as “Permitted Transferee.” For the purpose of this Lease, sale of Tenant’s capital stock through any public exchange or issuances for purposes of raising financing shall not be deemed an assignment, subletting, or any other transfer of the Lease or the Premises.