Common use of Reasonable Consent Clause in Contracts

Reasonable Consent. If Tenant intends to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such intent (“Transfer Notice”). Tenant’s Transfer Notice shall be accompanied by a copy of the proposed assignment or sublease between Tenant and the proposed assignee or subtenant, together with current and three (3) years’ prior financial statements, if available, for the proposed assignee or subtenant, which financial statement shall be prepared in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) Business Days after receiving Landlord’s request. Landlord shall then have a period of thirty (30) days following receipt of such additional information (or 30 days after 60447235.v9 receipt of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord elects either (a) to exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as of the date specified in Landlord’s notice terminating the Lease with respect to the relevant space, (b) to permit Tenant to assign this Lease or sublet such space as described in the Transfer Notice, subject, however, to prior written consent, which shall not be unreasonably withheld, conditioned or delayed to the proposed assignment or sublease or (c) deny Tenant’s request to assign this Lease or sublet such space. Among other factors upon which Landlord may reasonably withhold consent are the following: (i) the use of the Premises by such proposed assignee or subtenant does not comply with applicable law or conflicts with any City of Alameda ordinance; (ii) the financial condition of the proposed assignee or subtenant is such that, in Landlord’s reasonable determination, it would be unable to perform its obligations under the proposed sublease or assignment; or (iii) the portion of the Premises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and egress, or does not comply with other Laws or regulations. For clarity, the Alameda City Council shall be deemed to have approved any such assignment or transfer of this Lease or sublease of all or a portion of the Premises if approved by a vote of a simple majority of the council (e.g. in 2022 terms three affirmative votes) at a noticed public meeting of the Alameda City Council, unless otherwise required by law, including the City Charter. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request for approval by the Alameda City Council within sixty (60) days of receipt of the Tenant’s request. In no event shall the Alameda City Council’s approval be unreasonably withheld.

Reasonable Consent. If (a) Except as specifically set forth in Section 18.3(b) below or elsewhere in this Article, Landlord will not unreasonably withhold or delay its consent to sublease or an assignment by Tenant. Tenant intends agrees that Landlord’s withholding of consent to assign a proposed sublease or assignment will be deemed reasonable if Tenant is in monetary default or in default of other terms after any applicable notice and cure periods, or if any of the following conditions are not SATISFIED: (a) the sublease or assignment complies with this Article and the rest of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1 (k) and otherwise in accordance with this Lease, its use will not increase the risk of possible contamination by Hazardous Materials in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is not a governmental or quasi-governmental entity nor is it a person with diplomatic immunity; (c) the subtenant or assignee is stable and creditworthy and has the independent financial ability to perform its obligations as sublessee or assignee without undue financial burden in Landlord’s reasonable judgment and neither it nor its predecessors in interest has had a receiver appointed to manage its affairs or in connection with any of its assets or been subject to a bankruptcy or reorganization, criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (d) the terms of the Transfer prohibit the Transferee from exercising (or occupying space leased by Tenant pursuant to Tenant’s exercise of) any right to extend, renew or cancel this Lease or sublet any part thereof or lease additional space in the Project; (e) Landlord’s Mortgagees consent (if their consent is required); (f) there will be no more than an aggregate of two (2) subleases of the Premises, (g) the subtenant uses the Premises for an office use consistent with an office use for a Class A office building and (h) neither Tenant nor any broker, agent or any part thereof, Tenant other representative retained by tenant shall give have publicly advertised the availability of the Premises without prior notice to and approval by Landlord written notice of such intent (“Transfer Notice”). Tenant’s Transfer Notice which approval shall be accompanied by a copy of the proposed assignment or sublease between Tenant and the proposed assignee or subtenant, together with current and three (3) years’ prior financial statements, if available, for the proposed assignee or subtenant, which financial statement shall be prepared in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) Business Days after receiving Landlord’s request. Landlord shall then have a period of thirty (30) days following receipt of such additional information (or 30 days after 60447235.v9 receipt of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord elects either (a) to exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as of the date specified in Landlord’s notice terminating the Lease with respect to the relevant space, (b) to permit Tenant to assign this Lease or sublet such space advertisement itself as described in the Transfer Notice, subject, however, to prior written consent, which shall not be unreasonably withheld, conditioned or delayed opposed to the proposed assignment or sublease or (c) deny Tenant’s request right to assign this Lease or sublet such space. Among other factors upon which Landlord may reasonably withhold consent are the following: (i) the use of the Premises by such proposed assignee or subtenant does not comply with applicable law or conflicts with advertise), nor shall any City of Alameda ordinance; (ii) the financial condition of public advertisement state the proposed assignee or subtenant is such thatrental, in Landlord’s reasonable determination, it would be unable to perform its obligations under the proposed sublease or assignment; or (iii) the portion of the Premises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and egress, or does not comply with other Laws or regulations. For clarity, the Alameda City Council but nothing contained herein shall be deemed to have approved any such assignment prohibit Tenant, without Landlord’s reasonable consent or transfer of this Lease or sublease of all or a portion approval, from listing with brokers the availability of the Premises if approved by a vote of a simple majority of the council (e.g. in 2022 terms three affirmative votes) for sublet or assignment at a noticed public meeting of the Alameda City Councilany rental rate, unless otherwise required by law, including the City Charter. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request for approval by the Alameda City Council within sixty (60) days of receipt of the and broker’s fliers or listings and Tenant’s requestmarketing materials shall not be deemed to constitute public advertisements. In no event shall the Alameda City Council’s approval These conditions are not exclusive and Landlord may reasonably consider other factors deemed to be unreasonably withheldrelevant in determining if Landlord should grant or reasonably withhold its consent.

Reasonable Consent. If Tenant intends Except as otherwise set forth in this Section 18, Landlord will not unreasonably withhold or delay its consent to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such intent (“Transfer Notice”). Tenant’s Transfer Notice shall be accompanied by a copy of the proposed an assignment or sublease between by Tenant (and it will have at least fifteen (15) business days after delivery of the information required in Section 18.2), but Landlord may withhold its consent arbitrarily and in its sole discretion to any hypothecation, assignment for security purposes or other Transfer or to any requested assignment or sublease before Tenant has occupied and begun to conduct business insubstantially all of the Premises, has confirmed in writing the correct Rent Commencement Dates and that it has accepted the Premises and Landlord’s Work in all respects, and Tenant has paid its first full month’s rent for the Premises. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in default or any of the other terms and conditions of this Article have not been complied with, or if any of the following conditions are not satisfied: (a) the Transfer does not violate any terms of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1(i) and otherwise in accordance with this Lease and such use will not increase the risk of possible contamination by hazardous substances in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is as reputable and creditworthy as Tenant and has the independent financial ability to perform the obligations of Tenant under this Lease (if the Transferee is an assignee) or its obligations under its sublease (if the Transferee is a sublessee) without undue financial burden in Landlord’s reasonable judgment, and neither it nor its predecessors in interest is then subject to a bankruptcy or reorganization, or then has a receiver appointed to manage its affairs or in connection with any of its assets, or has been subject to material criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (c) the rent per square foot proposed assignee to be payable by the Transferee is at least 85% of the rent then currently charged by Landlord for comparable space in the Project or subtenantunder this Lease, together with current whichever is greater; (d) if the Transfer is a sublease it must prohibit the Transferee and Tenant from exercising any right to extend, renew or lease additional space or exercising similar rights under this Lease; (e) Landlord’s Mortgagees consent (if their consent is required); and (f) there will be no more than an aggregate of three (3) years’ prior financial statements, if available, for the proposed assignee or subtenant, which financial statement shall be prepared in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) Business Days after receiving Landlord’s request. Landlord shall then have a period of thirty (30) days following receipt of such additional information (or 30 days after 60447235.v9 receipt of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord elects either (a) to exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as subleases of the date specified in Landlord’s notice terminating the Lease with respect to the relevant space, (b) to permit Tenant to assign this Lease or sublet such space as described in the Transfer Notice, subject, however, to prior written consent, which shall Premises. These conditions are not be unreasonably withheld, conditioned or delayed to the proposed assignment or sublease or (c) deny Tenant’s request to assign this Lease or sublet such space. Among exclusive and Landlord may consider other factors upon which reasonably deemed to be relevant in determining if Landlord may should grant or reasonably withhold consent are the following: (i) the use of the Premises by such proposed assignee or subtenant does not comply with applicable law or conflicts with any City of Alameda ordinance; (ii) the financial condition of the proposed assignee or subtenant is such that, in Landlord’s reasonable determination, it would be unable to perform its obligations under the proposed sublease or assignment; or (iii) the portion of the Premises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and egress, or does not comply with other Laws or regulations. For clarity, the Alameda City Council shall be deemed to have approved any such assignment or transfer of this Lease or sublease of all or a portion of the Premises if approved by a vote of a simple majority of the council (e.g. in 2022 terms three affirmative votes) at a noticed public meeting of the Alameda City Council, unless otherwise required by law, including the City Charter. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request for approval by the Alameda City Council within sixty (60) days of receipt of the Tenant’s request. In no event shall the Alameda City Council’s approval be unreasonably withheldconsent.

Reasonable Consent. If Tenant intends Landlord will not unreasonably withhold or delay its consent to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such intent (“Transfer Notice”). Tenant’s Transfer Notice shall be accompanied by a copy of the proposed an assignment or sublease between by Tenant. Landlord may withhold its consent to any hypothecation, assignment for security purposes or other Transfer arbitrarily and in its sole discretion. Tenant agrees that Landlord's withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in default or any of the other material terms and conditions of this Article have not been complied with, or if any of the following conditions are not satisfied: (a) the subtenant or assignee will use the Building and the proposed assignee or subtenant, together with current and three (3) years’ prior financial statements, if available, Premises only for the proposed assignee or subtenant, which financial statement shall be prepared uses permitted in Section 1.1(h) and otherwise in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) Business Days after receiving Landlord’s request. Landlord shall then have a period of thirty (30) days following receipt of such additional information (or 30 days after 60447235.v9 receipt of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord elects either (a) to exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as this Lease, and the business and reputation of the date specified in subtenant or assignee are reasonably acceptable to Landlord and Landlord’s notice terminating the Lease with respect to the relevant space, ' Mortgagees (and Landlord's Mortgagees will not unreasonably withhold or delay their consent); (b) to permit Tenant to assign this Lease the subtenant or sublet such space as described in assignee is reputable and creditworthy and has the Transfer Notice, subject, however, to prior written consent, which shall not be unreasonably withheld, conditioned or delayed to the proposed assignment or sublease or (c) deny Tenant’s request to assign this Lease or sublet such space. Among other factors upon which Landlord may reasonably withhold consent are the following: (i) the use of the Premises by such proposed assignee or subtenant does not comply with applicable law or conflicts with any City of Alameda ordinance; (ii) the independent financial condition of the proposed assignee or subtenant is such that, in Landlord’s reasonable determination, it would be unable ability to perform its obligations under its assignment or sublease without undue financial burden in Landlord's reasonable judgment (which reasonable judgment shall be deemed satisfied if the proposed sublease subtenant or assignmentassignee has a net worth, credit rating and financial capability at least equal to Tenant's when Tenant executed this Lease), and it is not then subject to any bankruptcy or reorganization plan, proceeding or order, and no receiver is managing its affairs or assets; or and (iiic) the portion there will be no more than an aggregate of six (6) subleases of the Premises proposed at any one time. These conditions are not exclusive and Landlord may consider other factors deemed to be sublet is irregular relevant in shape and/or does not permit safe determining if Landlord should grant or otherwise appropriate means of ingress and egress, or does not comply with other Laws or regulations. For clarity, the Alameda City Council shall be deemed to have approved any such assignment or transfer of this Lease or sublease of all or a portion of the Premises if approved by a vote of a simple majority of the council (e.g. in 2022 terms three affirmative votes) at a noticed public meeting of the Alameda City Council, unless otherwise required by law, including the City Charter. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request for approval by the Alameda City Council within sixty (60) days of receipt of the Tenant’s request. In no event shall the Alameda City Council’s approval be unreasonably withheldreasonably withhold its consent.

Reasonable Consent. If Except for matters for which there is a standard of consent or approval or standard for taking, making or exercising a Discretionary Act (as defined below)that is specifically set forth in this Lease, including the Tenant intends to assign Work Letter and all other Exhibits hereto (which specific standard shall control): (i) any time the consent or approval of Landlord or Tenant is required under this Lease Lease, such consent or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such intent (“Transfer Notice”). Tenant’s Transfer Notice shall be accompanied by a copy of the proposed assignment or sublease between Tenant and the proposed assignee or subtenant, together with current and three (3) years’ prior financial statements, if available, for the proposed assignee or subtenant, which financial statement shall be prepared in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) Business Days after receiving Landlord’s request. Landlord shall then have a period of thirty (30) days following receipt of such additional information (or 30 days after 60447235.v9 receipt of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord elects either (a) to exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as of the date specified in Landlord’s notice terminating the Lease with respect to the relevant space, (b) to permit Tenant to assign this Lease or sublet such space as described in the Transfer Notice, subject, however, to prior written consent, which approval shall not be unreasonably withheld, conditioned or delayed to delayed; and (ii) in the proposed assignment or sublease or (c) deny Tenant’s request to assign event this Lease grants Landlord or sublet such spaceTenant the right to take action, exercise discretion, establish or modify rules and regulations or make an allocation or other determination (each, a “Discretionary Act”), Landlord and Tenant shall act reasonably and in good faith. Among The foregoing shall not, however, limit any party’s rights or remedies in the event of a default by the other factors upon party under this Lease, nor apply to matters which Landlord may reasonably withhold consent are the following: (iA) the use of the Premises by such proposed assignee or subtenant does do not comply with applicable law laws, or conflicts with any City of Alameda ordinance; (iiB) the financial condition of the proposed assignee or subtenant is such thatcould result in a Design Problem, in Landlord’s reasonable determinationwhich case Landlord shall have the right to act and/or grant or deny consent in its sole and absolute discretion (but at all times in good faith) as to the matters described in items (A) and (B) hereinabove (unless a different standard for actions or consent pertaining to such matters is specifically set forth in this Lease). Notwithstanding the foregoing or any other provisions contained in this Lease, it would Tenant shall not be unable required to perform obtain the consent of Landlord for matters relating to the exercise by Tenant of its obligations under the proposed sublease or assignment; or right to make repairs (iiiwhich Landlord failed to make) the portion pursuant to Section 7.2 of the Premises proposed this Lease, provided that Tenant shall act reasonably with respect to be sublet is irregular in shape and/or does not permit safe or all such matters and otherwise appropriate means of ingress and egress, or does not comply with other Laws or regulations. For clarity, the Alameda City Council shall be deemed to have approved any such assignment or transfer provisions of Section 7.2 of this Lease or sublease of all or a portion of the Premises if approved by a vote of a simple majority of the council (e.g. in 2022 terms three affirmative votes) at a noticed public meeting of the Alameda City Council, unless otherwise required by law, including the City Charter. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request for approval by the Alameda City Council within sixty (60) days of receipt of the Tenant’s request. In no event shall the Alameda City Council’s approval be unreasonably withheldLease.

Reasonable Consent. If Tenant intends (a) Prior to assign this Lease or sublet the Premises or any part thereofproposed Transfer, Tenant shall give submit in writing to Landlord, not less than thirty (30) days prior to the proposed effective date of the Transfer, (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "Proposed Transferee"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years (or, if the Proposed Transferee has been in business for less than two years, for such lesser period of time as the Proposed Transferee has been in business) and such other reasonable financial and other information concerning the Proposed Transferee as Landlord written notice of such intent may request; and (“Transfer Notice”). Tenant’s Transfer Notice shall be accompanied by iv) a copy of the proposed assignment assignment, sublease or sublease between Tenant and other agreement governing the proposed assignee or subtenantTransfer, together with current and three Within fifteen (3) years’ prior financial statements, if available, for the proposed assignee or subtenant, which financial statement shall be prepared in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (1015) Business Days after receiving Landlord’s request. Landlord receives all such information it shall then have a period of thirty (30) days following receipt of such additional information (or 30 days after 60447235.v9 receipt of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord whether it approves or disapproves such Transfer or if it elects either (a) to exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as of the date specified in Landlord’s notice terminating the Lease with respect to the relevant space, proceed under Paragraph 14.7. (b) to permit Tenant to assign this Lease or sublet such space as described in the Transfer Noticeacknowledges and agrees that, subject, however, to prior written consent, which shall not be unreasonably withheld, conditioned or delayed to the proposed assignment or sublease or (c) deny Tenant’s request to assign this Lease or sublet such space. Among among other factors upon circumstances for which Landlord may could reasonably withhold consent are the following: to a proposed Transfer, it shall be reasonable for Landlord to withhold consent where (i) the use Proposed Transferee does not intend itself to occupy the entire portion of the Premises assigned or sublet, (ii) Landlord reasonably disapproves of the Proposed Transferee's business operating ability or history, reputation or creditworthiness or the character of the business to be conducted by such proposed assignee or subtenant does not comply with applicable law or conflicts with any City of Alameda ordinance; the Proposed Transferee at the Premises, (ii) the financial condition of Proposed Transferee intends to use the proposed assignee Premises assigned or subtenant is such thatsublet for purposes other than the permitted use set forth in Paragraph 5.1, in Landlord’s reasonable determination, it would be unable to perform its obligations under the proposed sublease or assignment; or (iii) the portion Proposed Transferee is a governmental agency, (iv) at the time Tenant requests Landlord's consent Tenant is in default under this Lease beyond any applicable notice or cure period, or (v) Landlord determines that the proposed Transfer would have the effect of decreasing the value of the Premises proposed to be sublet is irregular in shape and/or does not permit safe Building or otherwise appropriate means increasing the expenses payable by Landlord for maintaining and repairing the portions of ingress the Property Landlord maintains and egress, or does not comply with other Laws or regulations. For clarity, the Alameda City Council shall be deemed to have approved any such assignment or transfer of repairs under this Lease or sublease of all or a portion of the Premises if approved by a vote of a simple majority of the council (e.g. in 2022 terms three affirmative votes) at a noticed public meeting of the Alameda City Council, unless otherwise required by law, including the City CharterLandlord's expense. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request for approval by the Alameda City Council within sixty (60) days of receipt of the Tenant’s request. In no event shall the Alameda City Council’s approval be unreasonably withheld.14.3

Reasonable Consent. If Tenant intends Except as otherwise set forth in this Section 18, Landlord will not unreasonably withhold or delay its consent to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such intent (“Transfer Notice”). Tenant’s Transfer Notice shall be accompanied by a copy of the proposed an assignment or sublease between by Tenant (and it will have at least fifteen (15) business days after delivery of the proposed assignee information required in Section 18.2), but Landlord may withhold its consent arbitrarily and in its sole discretion to any hypothecation, assignment for security purposes or subtenantother Transfer or to any requested assignment or sublease before Tenant has occupied and begun to conduct business in substantially all of the Premises, together with current has confirmed in writing the correct Rent Commencement Dates and three (3) years’ prior financial statementsthat it has accepted the Premises and Landlord’s Work in all respects, if available, and Tenant has paid its first full month’s rent for the Premises. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in default or any of the other terms and conditions of this Article have not been complied with, or if any of the following conditions are not satisfied: (a) the Transfer does not violate any terms of this Lease, the subtenant or assignee or subtenant, which financial statement shall be prepared will use the Premises only for the uses permitted in Section 1.1(i) and otherwise in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) Business Days after receiving Landlord’s request. Landlord shall then have a period of thirty (30) days following receipt of such additional information (or 30 days after 60447235.v9 receipt of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord elects either (a) to exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as of the date specified in Landlord’s notice terminating the Lease with respect to the relevant space, (b) to permit Tenant to assign this Lease or sublet and such space as described in use will not increase the Transfer Notice, subject, however, to prior written consent, which shall not be unreasonably withheld, conditioned or delayed to the proposed assignment or sublease or (c) deny Tenant’s request to assign this Lease or sublet such space. Among other factors upon which Landlord may reasonably withhold consent are the following: (i) the use risk of the Premises possible contamination by such proposed assignee or subtenant does not comply with applicable law or conflicts with any City of Alameda ordinance; (ii) the financial condition of the proposed assignee or subtenant is such that, hazardous substances in Landlord’s reasonable determination, it would be unable judgment; (b) the subtenant or assignee is as reputable and creditworthy as Tenant and has the independent financial ability to perform the obligations of Tenant under this Lease (if the Transferee is an assignee) or its obligations under its sublease (if the proposed sublease Transferee is a sublessee) without undue financial burden in Landlord’s reasonable judgment, and neither it nor its predecessors in interest is then subject to a bankruptcy or assignmentreorganization, or then has a receiver appointed to manage its affairs or in connection with any of its assets, or has been subject to material criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; or (iiic) the portion rent per square foot proposed to be payable by the Transferee is at least 85% of the rent then currently charged by Landlord for comparable space in the Project or under this Lease, whichever is greater; (d) if the Transfer is a sublease it must prohibit the Transferee and Tenant from exercising any right to extend, renew or lease additional space or exercising similar rights under this Lease; (e) Landlord’s Mortgagees consent (if their consent is required); and (f) there will be no more than one sublease of the Premises proposed and such sublease will be for the entire Premises. These conditions are not exclusive and Landlord may consider other factors reasonably deemed to be sublet is irregular relevant in shape and/or does not permit safe determining if Landlord should grant or otherwise appropriate means of ingress and egress, or does not comply with other Laws or regulations. For clarity, the Alameda City Council shall be deemed to have approved any such assignment or transfer of this Lease or sublease of all or a portion of the Premises if approved by a vote of a simple majority of the council (e.g. in 2022 terms three affirmative votes) at a noticed public meeting of the Alameda City Council, unless otherwise required by law, including the City Charter. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request for approval by the Alameda City Council within sixty (60) days of receipt of the Tenant’s request. In no event shall the Alameda City Council’s approval be unreasonably withheldreasonably withhold its consent.

Reasonable Consent. If With respect to any Alterations, other than Non-Consent Alterations as described in Section 8.6 below, Landlord agrees not to unreasonably withhold, delay or condition its consent to such Alterations; provided, however, that Landlord shall not be deemed to have acted unreasonably if it withholds its consent because, in Landlord’s reasonable opinion, such work would adversely affect Building systems, the structure of the Building or the safety of its occupants; would increase Landlord’s cost of repairs, insurance or furnishing services or otherwise adversely affect Landlord’s ability to efficiently operate the Building or furnish services to Tenant intends or other tenants; involves toxic or hazardous materials in any unlawful manner; or requires entry into another tenant’s premises or use of public areas (other than use of public areas for prompt movement of materials to assign this Lease the Demised Premises), or sublet otherwise adversely affects another tenant’s premises or the Premises Common Areas. The foregoing reasons, however, shall not be exclusive of the reasons for which Landlord may withhold consent, whether or any part thereof, Tenant not such other reasons are similar or dissimilar to the foregoing. Landlord shall give Landlord written notice its approval or disapproval (giving reasonably detailed reasons in case of such intent disapproval) of the plans and specifications or other submissions for any Alterations (“Transfer Notice”). other than those constituting Tenant’s Transfer Notice shall be accompanied by a copy of the proposed assignment or sublease between Tenant and the proposed assignee or subtenant, together with current and three (3) years’ prior financial statements, if available, for the proposed assignee or subtenantWork, which financial statement shall instead be prepared in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested governed by Landlord Article 25) within ten (10) Business Days business days after receiving their delivery to Landlord with Tenant’s express written request for Landlord’s requestapproval thereof (and, as to any subsequent revised plans and specifications or other submissions submitted by Tenant to Landlord, within five (5) business days after their delivery to Landlord with Tenant’s express request for Landlord’s approval thereof). In the event Landlord shall then have a period of thirty (30) days following receipt fails to give its approval or disapproval of such additional information plans and specifications or other submissions within said 10-business day (or 30 days after 60447235.v9 receipt of Tenant’s Transfer Notice if no additional information is requested5-business day, as applicable) within which to notify Tenant in writing that Landlord elects either (a) to exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as of the date specified in Landlord’s notice terminating the Lease with respect period, then, to the relevant space, (b) to permit Tenant to assign this Lease or sublet such space as described in the Transfer Notice, subject, however, to prior written consent, which shall not be unreasonably withheld, conditioned or delayed to the proposed assignment or sublease or (c) deny extent Tenant’s request for approval expressly stated thereon that failure to assign this Lease respond within such 10-business day (or sublet such space. Among other factors upon which Landlord may reasonably withhold consent are the following: (i5-business day, as applicable) the use of the Premises by such proposed assignee or subtenant does not comply with applicable law or conflicts with any City of Alameda ordinance; (ii) the financial condition of the proposed assignee or subtenant is such that, in Landlord’s reasonable determination, it would be unable to perform its obligations under the proposed sublease or assignment; or (iii) the portion of the Premises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and egress, or does not comply with other Laws or regulations. For clarity, the Alameda City Council period shall be deemed to have approved any Landlord’s approval of such assignment plans and specifications or transfer of this Lease other submissions, the plans and specifications or sublease of all or a portion of the Premises if other submissions for such Alterations so submitted shall be approved by a vote of a simple majority of the council (e.g. in 2022 terms three affirmative votes) at a noticed public meeting of the Alameda City Council, unless otherwise required by law, including the City Charter. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request for approval by the Alameda City Council within sixty (60) days of receipt of the Tenant’s request. In no event shall the Alameda City Council’s approval be unreasonably withheldLandlord.

Reasonable Consent. If Tenant intends Landlord does not elect to assign this Lease exercise its Right of Recapture in connection with a Proposal Notice submitted by Tenant, then Landlord will not unreasonably withhold its consent to the assignment or sublet sublease described in the Premises or Proposal Notice. Without limitation, it shall not be unreasonable for Landlord to deny its consent to any part thereof, Tenant shall give Landlord written notice of such intent (“Transfer Notice”). Tenant’s Transfer Notice shall be accompanied by a copy of the proposed assignment or sublease between if (a) as of the date of the Proposal Notice, there is a material uncured default of Tenant and under this Lease as to which a notice has been sent to Tenant; (b) the proposed assignee or subtenantsubtenant has a history of landlord/tenant, together debtor/creditor or other contractual problems (such as defaults, evictions, enforcement litigation or other disputes) with current and three Landlord, other landlords or creditors or other contracting parties; (3c) years’ prior financial statements, if available, for the proposed use of the Premises is not a Permitted Use; (d) the proposed assignee or subtenantsublessee is an existing tenant, occupant or licensee, or an affiliate thereof, in the Building and the Building has vacancy to accommodate such proposed assignee or sublessee; (e) the proposed assignee or sublessee is entitled to, or otherwise enjoys, sovereign or diplomatic immunity; (f) the proposed assignee or sublessee has had lease negotiations with Landlord or an affiliate of Landlord within the six month period prior to the date of the Proposal Notice, as evidenced by a written lease proposal, term sheet or letter of intent, (g) a proposed sublease involves, in Landlord's reasonable' judgment, a portion of the Premises which financial statement is not independently leasable space (which shall be prepared understood to mean that, in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) Business Days after receiving Landlord’s request. Landlord shall then order to satisfy this criteria, the proposed sublease space must have a period proportion of thirty (30) days following receipt windowed offices relative to the rentable area thereof which is comparable to the floor as a whole—i.e., must satisfy the "Window Ratio Criteria", and cannot lack reasonable means of such additional information (ingress, egress or 30 days after 60447235.v9 receipt of Tenant’s Transfer Notice if no additional information is requested) within which access to notify Tenant in writing the Common Areas or Building Systems), it being understood and agreed, however, that Landlord elects either (a) to exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as of the date specified in Landlord’s notice terminating the Lease Window Ratio Criteria shall not apply with respect to any sublease of the relevant spacewestern half of the Additional Premises, or (bh) to permit Tenant to assign this Lease or sublet such space as described in the Transfer Notice, subject, however, to prior written consent, which shall not be unreasonably withheld, conditioned or delayed consenting to the proposed assignment or sublease could cause Landlord to be in violation under another lease at, or contractual obligation relating to, the Property. Notwithstanding the provisions set forth in clause (cg) deny Tenant’s request above to assign this Lease or sublet such space. Among other factors upon which the contrary, Landlord may reasonably agrees not to withhold its consent are the following: (i) the use of the Premises by such to a proposed assignee or subtenant does not comply with applicable law or conflicts with any City of Alameda ordinance; (ii) the financial condition of the proposed assignee or subtenant is such thatsublease involving, in Landlord’s 's reasonable determinationjudgment and as set forth above, it would be unable to perform its obligations under the proposed sublease or assignment; or (iii) the portion of the Premises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and egress, or does not comply with other Laws or regulations. For clarity, the Alameda City Council shall be deemed to have approved any such assignment or transfer of this Lease or sublease of all or a portion of the Premises if approved by a vote which is not independently leasable space, provided (i) that Landlord shall not be required to recognize such sublessees's rights under such sublease, and (ii) that Tenant shall provide financial assurances reasonably satisfactory to Landlord securing Tenant's obligation to restore the proposed sublease space to independently leasable condition upon expiration or earlier termination of a simple majority of the council (e.g. in 2022 terms three affirmative votes) at a noticed public meeting of the Alameda City Council, unless otherwise required by law, including the City Charter. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request for approval by the Alameda City Council within sixty (60) days of receipt of the Tenant’s request. In no event shall the Alameda City Council’s approval be unreasonably withheldthis Lease.

Reasonable Consent. If Tenant intends Landlord shall not unreasonably withhold its consent to assign this Lease or sublet the subletting of the Premises or any part thereofportion thereof or the assignment of this Lease. Xxxxxxxx’s consent to any other proposed Transfer may be granted or withheld in Landlord’s sole and absolute discretion. If Tenant shall desire Xxxxxxxx’s consent to any Transfer, Tenant shall give notify Landlord written notice of such intent in writing (“Transfer NoticeNotice of Proposed Transfer”). Tenant’s Any such Notice of Proposed Transfer Notice shall be accompanied by a copy include: (a) the name and legal composition of the proposed assignment or sublease between Tenant and transferee (“Transferee”); (b) the proposed assignee or subtenant, together with current and three effective date (3) years’ prior financial statements, if available, for the proposed assignee or subtenant, which financial statement shall not be prepared in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) Business Days after receiving Landlord’s request. Landlord shall then have a period of less than thirty (30) days following receipt of such additional information nor more than one hundred eighty (or 30 180) days after 60447235.v9 receipt the date of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord elects either (a) to exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as of the date specified in Landlord’s notice terminating the Lease with respect to the relevant space, (b) to permit Tenant to assign this Lease or sublet such space as described in the Transfer Notice, subject, however, to prior written consent, which shall not be unreasonably withheld, conditioned or delayed to the proposed assignment or sublease or Proposed Transfer); (c) deny Tenant’s request to assign this Lease or sublet such space. Among other factors upon which Landlord may reasonably withhold consent are the following: (i) the use of the Premises by such proposed assignee or subtenant does not comply with applicable law or conflicts with any City of Alameda ordinance; (ii) the financial condition of the proposed assignee or subtenant is such that, in Landlord’s reasonable determination, it would be unable to perform its obligations under the proposed sublease or assignment; or (iii) the portion of the Premises to be Transferred (the “Subject Space”); (d) the nature of the business proposed to be sublet is irregular carried on in shape and/or does not permit safe the Premises; (e) the terms and provisions of any proposed Transfer, including an estimated calculation of the “Transfer Premium” (as defined in Section 16.3 below) in connection with such Transfer; (f) such reasonable financial information as Landlord may request concerning the proposed Transferee; and (g) the form of the proposed sublease or otherwise appropriate means of ingress and egressassignment. Within twenty (20) days after Landlord receives all such information, or does not comply with other Laws or regulations. For clarity, the Alameda City Council Landlord shall be deemed to have approved any notify Tenant whether it approves such assignment or transfer subletting, or, if Section 16.7 shall apply, if Landlord elects to proceed thereunder. Among other circumstances for which Landlord may reasonably withhold its consent to a sublease or assignment, it shall be reasonable for Landlord to withhold its consent where (i) Landlord reasonably disapproves of the Transferee’s reputation or creditworthiness or the character of the business to be conducted by the Transferee at the Premises, (ii) the Transferee’s business entails the operation of a call center, (iii) the Transferee is (1) an existing tenant of the Project or any of the other buildings in Xxxxxx Ranch, (2) is negotiating with Landlord or any affiliate of Landlord to lease space in the Project or any of the other buildings in Xxxxxx Ranch at such time, or (3) has negotiated with Landlord or any affiliate of Landlord to lease space during the three (3) month period immediately preceding Tenant’s request for consent; provided, however, that Landlord shall not withhold its consent to any proposed Transfer solely under this Lease clause (iii) if Landlord does not then have comparable space in Xxxxxx Ranch available for lease for a comparable term at the time of Tenant’s proposed Transfer; (iv) the assignment or subletting would increase the burden on the Building services or the number of people occupying the Premises, (v) the rental and other consideration payable by the Transferee is less than eighty percent (80%) that currently being paid by tenants under new leases of comparable space in Xxxxxx Ranch, or (vi) Landlord otherwise reasonably determines that the assignment or sublease would have the effect of decreasing the value of the Project or increasing the expenses associated with operating the Project. In no event may Tenant publicly advertise or offer all or a any portion of the Premises if approved by a vote of a simple majority of the council (e.g. in 2022 terms three affirmative votes) for assignment or sublease at a noticed public meeting of the Alameda City Council, unless otherwise required rental less than that then sought by law, including the City Charter. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request Landlord for approval by the Alameda City Council within sixty (60) days of receipt of the Tenant’s request. In no event shall the Alameda City Council’s approval be unreasonably withheldcomparable space in Xxxxxx Ranch.

Reasonable Consent. (a) If Tenant intends complies with the following conditions, Landlord shall not unreasonably withhold its consent to assign this Lease or sublet the subletting of the Premises or any part thereofportion thereof or the assignment of this Lease. Prior to any proposed Transfer, Tenant shall give submit in writing to Landlord written notice (i) the name and legal composition of the proposed assignee, subtenant, user or other transferee (each a "TRANSFEREE"); (ii) the nature of the business proposed to be carried on in the Premises; (iii) a current balance sheet, income statements for the last two years and such intent other reasonable financial and other information concerning the proposed Transferee as Landlord may request; and (“Transfer Notice”). Tenant’s Transfer Notice shall be accompanied by iv) a copy of the proposed assignment assignment, sublease or sublease between Tenant and other agreement governing the proposed assignee or subtenant, together with current and three Transfer. Within fifteen (3) years’ prior financial statements, if available, for the proposed assignee or subtenant, which financial statement shall be prepared in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (1015) Business Days after receiving Landlord receives all such information it shall notify Tenant whether it approves or disapproves such Transfer or if it elects to proceed under Section 14.7 - LANDLORD'S RIGHT TO SPACE; provided however, Landlord’s request. Landlord 's failure to so notify Tenant shall then have a period of thirty (30) days following receipt constitute Landlord's approval of such additional information Transfer. Notwithstanding the foregoing, Landlord hereby pre-approves a Transfer to an Affiliate (or 30 days after 60447235.v9 receipt as defined below) of Xxxxxxx Sports, Inc., provided that Tenant complies with the requirements of the second sentence of this Section 14.2 (a); the Transfer will comply with the conditions set forth in Section 14.2(b) below; and such Transferee agrees in writing to assume all of Tenant’s Transfer Notice if no additional information is requested's obligations under this Lease. For purposes of this Article 14, the term "AFFILIATE" means any person(s) within or entity(ies) which to notify now own(s), directly or indirectly, at least fifty percent (50%) voting control of the Tenant in writing that Landlord elects either (a"CURRENT OWNERS") to exercise its recapture rights in accordance with Section 13.2 and any entity in which event the Tenant will be relieved of all further obligations hereunder as or Tenant's Current Owners own, directly or indirectly, at least fifty percent (50%) voting control, unless Tenant establishes to such space as of the date specified in Landlord’s notice terminating the Lease with respect to the relevant space, (b) to permit Tenant to assign this Lease 's reasonable satisfaction that "CONTROL" is held by means other than ownership or sublet such space as described in the Transfer Notice, subject, however, to prior written consent, which shall not be unreasonably withheld, conditioned or delayed to the proposed assignment or sublease or (c) deny Tenant’s request to assign this Lease or sublet such space. Among other factors upon which Landlord may reasonably withhold consent are the following: (i) the use of the Premises by such proposed assignee or subtenant does not comply with applicable law or conflicts with any City of Alameda ordinance; (ii) the financial condition of the proposed assignee or subtenant is such thatvoting, in Landlord’s reasonable determination, it would be unable to perform its obligations under the proposed sublease or assignment; or (iii) the portion of the Premises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and egress, or does not comply with other Laws or regulations. For clarity, the Alameda City Council shall be deemed to have approved any such assignment or transfer of this Lease or sublease of all or a portion of the Premises if approved by a vote of a simple majority of the council (e.g. in 2022 terms three affirmative votes) at a noticed public meeting of the Alameda City Council, unless otherwise required by law, including the City Charter. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request for approval by the Alameda City Council within sixty (60) days of receipt of the Tenant’s request. In no event shall the Alameda City Council’s approval be unreasonably withheld.which case "

Reasonable Consent. If Tenant intends Landlord will not unreasonably withhold or delay its consent to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such intent (“Transfer Notice”). Tenant’s Transfer Notice shall be accompanied by a copy of the proposed an assignment or sublease between by Tenant, but Landlord may withhold its consent to any other Transfer (including, without limitation, any hypothecation or assignment for security purposes) arbitrarily and in its sole discretion. Tenant agrees that Landlord's withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in default or any of the other material terms and conditions of this Article have not been complied with, or if any of the following conditions are not satisfied: (a) the subtenant or assignee will use the Building and the proposed assignee or subtenant, together with current and three (3) years’ prior financial statements, if available, Premises only for the proposed assignee or subtenant, which financial statement shall be prepared uses permitted in Section 1.1(h) and otherwise in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) Business Days after receiving Landlord’s request. Landlord shall then have a period of thirty (30) days following receipt of such additional information (or 30 days after 60447235.v9 receipt of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord elects either (a) to exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as this Lease, and the business and reputation of the date specified in subtenant or assignee are reasonably acceptable to Landlord and Landlord’s notice terminating the Lease with respect to the relevant space, 's Mortgagees (and Landlord's Mortgagees will not unreasonably withhold or delay their consent); (b) to permit Tenant to assign this Lease the subtenant or sublet such space as described in assignee is reputable and creditworthy and has the Transfer Notice, subject, however, to prior written consent, which shall not be unreasonably withheld, conditioned or delayed to the proposed assignment or sublease or (c) deny Tenant’s request to assign this Lease or sublet such space. Among other factors upon which Landlord may reasonably withhold consent are the following: (i) the use of the Premises by such proposed assignee or subtenant does not comply with applicable law or conflicts with any City of Alameda ordinance; (ii) the independent financial condition of the proposed assignee or subtenant is such that, in Landlord’s reasonable determination, it would be unable ability to perform its obligations under its assignment or sublease without undue financial burden in Landlord's reasonable judgment (which reasonable judgment shall be deemed satisfied if the proposed sublease subtenant or assignmentassignee has a net worth, credit rating and financial capability at least equal to Tenant's when Tenant executed this Lease), and it is not then subject to any bankruptcy or reorganization plan, proceeding or order, and no receiver is managing its affairs or assets; or and (iiic) the portion there will be no more than an aggregate of six (6) subleases of the Premises proposed at any one time. These conditions are not exclusive and Landlord may consider other factors deemed to be sublet is irregular relevant in shape and/or does not permit safe determining if Landlord should grant or otherwise appropriate means of ingress and egress, or does not comply with other Laws or regulations. For clarity, the Alameda City Council shall be deemed to have approved any such assignment or transfer of this Lease or sublease of all or a portion of the Premises if approved by a vote of a simple majority of the council (e.g. in 2022 terms three affirmative votes) at a noticed public meeting of the Alameda City Council, unless otherwise required by law, including the City Charter. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request for approval by the Alameda City Council within sixty (60) days of receipt of the Tenant’s request. In no event shall the Alameda City Council’s approval be unreasonably withheldreasonably withhold its consent.

Reasonable Consent. If Tenant intends Landlord will not unreasonably withhold its ------------------ consent to assign this an assignment or sublease by Tenant, but Landlord may withhold its consent arbitrarily and in its sole discretion to any hypothecation, assignment for security purposes or other Transfer, or to any requested assignment or sublease before the end of the first full Lease Year. Landlord will grant or sublet the Premises or any part thereof, Tenant shall give Landlord written notice withhold its consent within fifteen (15) days after receipt of such intent (“Transfer Notice”). Tenant’s Transfer Notice shall be accompanied by a copy of the proposed assignment or sublease between Tenant final executed Transfer documents and the documents described in Section 18.2. Tenant agrees that Landlord's withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in default or any of the other terms and conditions of this Article have not been complied with, or if any of the following conditions are not satisfied: (a) the subtenant or assignee or subtenant, together with current and three (3) years’ prior financial statements, if available, will use the Premises only for the proposed assignee or subtenant, which financial statement shall be prepared uses permitted in Section 1.1(i) and otherwise in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) Business Days after receiving Landlord’s request. Landlord shall then have a period of thirty (30) days following receipt of such additional information (or 30 days after 60447235.v9 receipt of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord elects either (a) to exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as this Lease, and the business and reputation of the date specified subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s notice terminating the Lease with respect to the relevant space, 's reasonable judgment; (b) to permit Tenant to assign this Lease or sublet such space as described in the Transfer Notice, subject, however, to prior written consent, which shall not be unreasonably withheld, conditioned or delayed to the proposed assignment or sublease or (c) deny Tenant’s request to assign this Lease or sublet such space. Among other factors upon which Landlord may reasonably withhold consent are the following: (i) the use of the Premises by such proposed assignee or subtenant does not comply with applicable law or conflicts with any City of Alameda ordinance; (ii) the financial condition of the proposed assignee or subtenant is such that, reputable and creditworthy and has the independent financial ability to perform the obligations of Tenant under this Lease (if it is a proposed assignment) or of subtenant under its sublease (if it is a proposed sublease) without undue financial burden in Landlord’s 's reasonable determinationjudgment, and neither it would nor its predecessors in interest has been subject to a bankruptcy or reorganization, or had a receiver appointed to manage its affairs or in connection with any of its assets, been subject to criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (c) Landlord's Mortgagees consent (if their consent is required); and (d) there will be unable to perform its obligations under the proposed sublease or assignment; or no more than an aggregate of two (iii2) the portion subleases of the Premises proposed Premises. These conditions are not exclusive and Landlord may consider other factors deemed to be sublet is irregular relevant in shape and/or does not permit safe determining if Landlord should grant or otherwise appropriate means of ingress and egress, or does not comply with other Laws or regulations. For clarity, the Alameda City Council shall be deemed to have approved any such assignment or transfer of this Lease or sublease of all or a portion of the Premises if approved by a vote of a simple majority of the council (e.g. in 2022 terms three affirmative votes) at a noticed public meeting of the Alameda City Council, unless otherwise required by law, including the City Charter. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request for approval by the Alameda City Council within sixty (60) days of receipt of the Tenant’s request. In no event shall the Alameda City Council’s approval be unreasonably withheldreasonably withhold its consent.

Reasonable Consent. If Tenant intends to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such intent (“Transfer Notice”). Tenant’s Transfer Notice shall be accompanied by a copy of the proposed assignment or sublease between Tenant and the proposed assignee or subtenant, together with current and three (3) years’ prior financial statements, if available, for the proposed assignee or subtenant, which financial statement shall be prepared in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) Business Days business days after receiving Landlord’s request. Landlord shall then have a period of thirty fifteen (3015) business days following receipt of such additional information (or 30 15 business days after 60447235.v9 receipt of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord elects either (a) to exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as of the date specified in Landlord’s notice terminating the Lease with respect to the relevant space, (b) to permit Tenant to assign this Lease or sublet such space as described in the Transfer Notice, subject, however, to prior written consent, which shall not be unreasonably withheld, conditioned or delayed consent to the proposed assignment or sublease or (c) deny Tenant’s request to assign this Lease or sublet such space. Among other factors upon which Landlord may reasonably withhold base a withholding of consent are the following: (i) the use of the Premises by such proposed assignee or subtenant does would not comply with applicable law or conflicts with any City of Alameda ordinancebe a Permitted Use; (ii) the financial condition of the proposed assignee or subtenant is such that, in Landlord’s reasonable determination, it would be unable to perform its obligations under the proposed sublease or assignment; or (iii) the portion of the Premises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and egress, or does not comply with other Laws or regulations. For clarity; (iv) Landlord or Landlord’s agents have negotiated with the proposed assignee or subtenant with regard to the leasing of space at the Property, at any time within the Alameda City Council shall be deemed to have approved preceding six (6) months; or (v) any such assignment or transfer of this Lease or sublease of all or a portion of the Premises if approved by a vote of a simple majority of the council (e.g. in 2022 terms three affirmative votes) at a noticed public meeting of the Alameda City Council, unless otherwise required by law, including the City Charter. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request for approval by the Alameda City Council within sixty (60) days of receipt of the Tenant’s request. In no event shall the Alameda City Council’s approval be unreasonably withheldother reasonable basis that Landlord may assert.

Reasonable Consent. If Tenant intends Landlord will not unreasonably withhold its consent to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such intent (“Transfer Notice”). Tenant’s Transfer Notice shall be accompanied by a copy of the proposed an assignment or sublease between by Tenant, but Landlord may withhold its consent arbitrarily and in its sole discretion to any hypothecation, assignment for security purposes or other Transfer or to any requested assignment or sublease before the end of the first full Lease Year. Tenant agrees that Landlord's withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in default or any of the other terms and conditions of this Article have not been complied with, or if any of the proposed following conditions are not satisfied: (a) the subtenant or assignee or subtenant, together with current and three (3) years’ prior financial statements, if available, will use the Premises only for the proposed assignee or subtenant, which financial statement shall be prepared uses permitted in Section 1.1(h) and otherwise in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) Business Days after receiving Landlord’s request. Landlord shall then have a period of thirty (30) days following receipt of such additional information (or 30 days after 60447235.v9 receipt of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord elects either (a) to exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as this Lease, and the business and reputation of the date specified subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s notice terminating the Lease with respect to the relevant space, 's reasonable judgement; (b) the subtenant or assignee is reputable and creditworthy and has the independent financial ability to permit perform the obligations of Tenant to assign under this Lease without undue financial burden in Landlord's reasonable judgement, and neither it nor its predecessors in interest has been subject to a bankruptcy or sublet such space as described reorganization, or had a receiver appointed to manage its affairs or in connection with any of its assets, been subject to criminal judgments, sanctions, consent decrees or similar actions by the Transfer Notice, subject, however, to prior written consent, which shall not be unreasonably withheld, conditioned SEC or delayed to the proposed assignment other governmental or sublease or quasi-governmental authorities; (c) deny Tenant’s request to assign this Lease or sublet such spaceLandlord's Mortgagees consent (if their consent is required); and (d) there will be no more than an aggregate of two (2) subleases of the Premises. Among These conditions are not exclusive and Landlord may consider other factors upon which deemed to be relevant in determining if Landlord may should grant or reasonably withhold consent are the following: (i) the use of the Premises by such proposed assignee or subtenant does not comply with applicable law or conflicts with any City of Alameda ordinance; (ii) the financial condition of the proposed assignee or subtenant is such that, in Landlord’s reasonable determination, it would be unable to perform its obligations under the proposed sublease or assignment; or (iii) the portion of the Premises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and egress, or does not comply with other Laws or regulations. For clarity, the Alameda City Council shall be deemed to have approved any such assignment or transfer of this Lease or sublease of all or a portion of the Premises if approved by a vote of a simple majority of the council (e.g. in 2022 terms three affirmative votes) at a noticed public meeting of the Alameda City Council, unless otherwise required by law, including the City Charter. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request for approval by the Alameda City Council within sixty (60) days of receipt of the Tenant’s request. In no event shall the Alameda City Council’s approval be unreasonably withheldconsent.

Reasonable Consent. If Landlord agrees not to unreasonably withhold or delay its consent to any alterations; provided, however, that Landlord shall not be deemed to have acted unreasonably if it withholds its consent because, in Landlord’s reasonable opinion, the work: would adversely affect Building systems, the structure of the Building or the safety of its occupants; would increase Landlord’s cost of repairs, insurance or furnishing services or otherwise adversely affect Landlord’s ability to efficiently operate the Building or furnish services to Tenant intends or other tenants; involves toxic or hazardous materials in any unlawful manner; or requires entry into another tenant’s premises or use of public areas (other than use of public areas for movement of materials to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such intent (“Transfer Notice”Premises). Tenant’s Transfer Notice The foregoing reasons, however, shall not be accompanied by a copy exclusive of the proposed assignment reasons for which Landlord may withhold consent, whether or sublease between Tenant and not any other reasons are similar or dissimilar to the proposed assignee or subtenant, together with current and three (3) years’ prior financial statementsforegoing. In addition, if available, for the proposed assignee or subtenant, which financial statement shall be prepared in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) Business Days after receiving requests Landlord’s request. approval of any plans and specifications for alterations or of any of the other items described in Section 12.A, Landlord shall then have a period of thirty fifteen (3015) days following receipt of such additional information (or 30 days after 60447235.v9 receipt of Tenant’s Transfer Notice if no additional information is requested) within which request for approval of each of such items to notify Tenant of Landlord’s approval or disapproval. If Landlord fails to respond to Tenant within the fifteen (15) day period, Tenant shall deliver a second notice to Landlord, stating in writing bold type on the first page thereof “URGENT - DELAY NOTICE,” which notice shall specify the matter or item for which Tenant is seeking approval and shall state that if Landlord elects either fails to respond within three (a3) to exercise its recapture rights in accordance with Section 13.2 in which event Tenant business days following receipt of the notice, such matter or item will be relieved of all further obligations hereunder as deemed approved by Landlord. If Landlord fails to such space as of the date specified in Landlord’s notice terminating the Lease with respect respond to the relevant space, second notice within three (b3) to permit Tenant to assign this Lease or sublet such space as described in the Transfer Notice, subject, however, to prior written consent, which shall not be unreasonably withheld, conditioned or delayed to the proposed assignment or sublease or (c) deny Tenant’s request to assign this Lease or sublet such space. Among other factors upon which Landlord may reasonably withhold consent are the following: (i) the use of the Premises by such proposed assignee or subtenant does not comply with applicable law or conflicts with any City of Alameda ordinance; (ii) the financial condition of the proposed assignee or subtenant is such that, in Landlord’s reasonable determination, it would be unable to perform its obligations under the proposed sublease or assignment; or (iii) the portion of the Premises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and egress, or does not comply with other Laws or regulations. For claritybusiness days following receipt, the Alameda City Council matters for which approval has been sought shall be deemed to have approved any such assignment or transfer of this Lease or sublease of all or a portion of the Premises if approved by a vote of a simple majority of the council (e.g. in 2022 terms three affirmative votes) at a noticed public meeting of the Alameda City Council, unless otherwise required by law, including the City Charter. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request for approval by the Alameda City Council within sixty (60) days of receipt of the Tenant’s request. In no event shall the Alameda City Council’s approval be unreasonably withheldapproved.

Reasonable Consent. If Tenant intends Landlord will nit unreasonably withhold or delay its consent to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such intent (“Transfer Notice”). Tenant’s Transfer Notice shall be accompanied by a copy of the proposed an assignment or sublease between by Tenant, but Landlord may withhold its consent to any other Transfer (including, without limitation, any hypothecation or assignment for security purposes) arbitrarily and in its sole discretion. Tenant agrees that Landlord's withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in default or any of the other material terms and conditions of this Article have not been complied with, or if any of the following conditions are not satisfied: (a) the subtenant or assignee will use the Building and the proposed assignee or subtenant, together with current and three (3) years’ prior financial statements, if available, Premises only for the proposed assignee or subtenant, which financial statement shall be prepared uses permitted in Section 1.1(h) and otherwise in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) Business Days after receiving Landlord’s request. Landlord shall then have a period of thirty (30) days following receipt of such additional information (or 30 days after 60447235.v9 receipt of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord elects either (a) to exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as this Lease, and the business and reputation of the date specified in subtenant or assignee are reasonably acceptable to Landlord and Landlord’s notice terminating the Lease with respect to the relevant space, ' Mortgagees (and Landlord's Mortgagees will not unreasonably withhold or delay their consent); (b) to permit Tenant to assign this Lease the subtenant or sublet such space as described in assignee is reputable and creditworthy and has the Transfer Notice, subject, however, to prior written consent, which shall not be unreasonably withheld, conditioned or delayed to the proposed assignment or sublease or (c) deny Tenant’s request to assign this Lease or sublet such space. Among other factors upon which Landlord may reasonably withhold consent are the following: (i) the use of the Premises by such proposed assignee or subtenant does not comply with applicable law or conflicts with any City of Alameda ordinance; (ii) the independent financial condition of the proposed assignee or subtenant is such that, in Landlord’s reasonable determination, it would be unable ability to perform its obligations under its assignment or sublease without undue financial burden in Landlord's reasonable judgment (which reasonable judgment shall be deemed satisfied if the proposed sublease subtenant or assignmentassignee has a net worth, credit rating and financial capability at least equal to Tenant's when Tenant executed this Lease), and it is not then subject to any bankruptcy or reorganization plan, proceeding or order, and no receiver is managing its affairs or assets; or and (iiic) the portion there will be no more than an aggregate of six (6) subleases of the Premises proposed at any one time. These conditions are not exclusive and Landlord may consider other factors deemed to be sublet is irregular relevant in shape and/or does not permit safe determining if Landlord should grant or otherwise appropriate means of ingress and egress, or does not comply with other Laws or regulations. For clarity, the Alameda City Council shall be deemed to have approved any such assignment or transfer of this Lease or sublease of all or a portion of the Premises if approved by a vote of a simple majority of the council (e.g. in 2022 terms three affirmative votes) at a noticed public meeting of the Alameda City Council, unless otherwise required by law, including the City Charter. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request for approval by the Alameda City Council within sixty (60) days of receipt of the Tenant’s request. In no event shall the Alameda City Council’s approval be unreasonably withheldreasonably withhold its consent.

Reasonable Consent. If Tenant intends Landlord will not unreasonably withhold its consent to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such intent (“Transfer Notice”). Tenant’s Transfer Notice shall be accompanied by a copy of the proposed an assignment or sublease between by Tenant, but Landlord may withhold its consent arbitrarily and in its sole discretion to any hypothecation, assignment for security purposes or other Transfer or to any requested assignment or sublease before the end of the first full Lease Year. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in default or any of the other terms and conditions of this Article have not been complied with, or if any of the proposed following conditions are not satisfied: (a) the subtenant or assignee or subtenant, together with current and three (3) years’ prior financial statements, if available, will use the Premises only for the proposed assignee or subtenant, which financial statement shall be prepared uses permitted in Section 1.1(i) and otherwise in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) Business Days after receiving Landlord’s request. Landlord shall then have a period of thirty (30) days following receipt of such additional information (or 30 days after 60447235.v9 receipt of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord elects either (a) to exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as this Lease, and the business and reputation of the date specified in Landlord’s notice terminating subtenant or assignee are consistent with the Lease with respect to the relevant space, (b) to permit Tenant to assign this Lease or sublet such space as described in the Transfer Notice, subject, however, to prior written consent, which shall not be unreasonably withheld, conditioned or delayed to the proposed assignment or sublease or (c) deny Tenant’s request to assign this Lease or sublet such space. Among other factors upon which Landlord may reasonably withhold consent are the following: (i) the use tenancies and standards of the Premises by such proposed assignee or subtenant does not comply with applicable law or conflicts with any City of Alameda ordinance; (ii) the financial condition of the proposed assignee or subtenant is such that, Project in Landlord’s reasonable determination, it would be unable judgment; (b) the subtenant or assignee is reputable and creditworthy and has the independent financial ability to perform the obligations of Tenant under this Lease without undue financial burden in Landlord’s reasonable judgment, and neither it nor its obligations under predecessors in interest has been subject to a bankruptcy or reorganization, or had a receiver appointed to manage its affairs or in connection with any of its assets, been subject to criminal judgments, sanctions, consent decrees or similar actions by the proposed sublease SEC or assignmentother governmental or quasi-governmental authorities; or (iiic) the portion Landlord’s Mortgagees consent (if their consent is required); and (d) there will be no more than an aggregate of two (2) subleases of the Premises proposed Premises. These conditions are not exclusive and Landlord may consider other factors deemed to be sublet is irregular relevant in shape and/or does not permit safe determining if Landlord should grant or otherwise appropriate means of ingress and egress, or does not comply with other Laws or regulations. For clarity, the Alameda City Council shall be deemed to have approved any such assignment or transfer of this Lease or sublease of all or a portion of the Premises if approved by a vote of a simple majority of the council (e.g. in 2022 terms three affirmative votes) at a noticed public meeting of the Alameda City Council, unless otherwise required by law, including the City Charter. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request for approval by the Alameda City Council within sixty (60) days of receipt of the Tenant’s request. In no event shall the Alameda City Council’s approval be unreasonably withheldreasonably withhold its consent.

Reasonable Consent. If Tenant intends Except as otherwise set forth in this Section 18, Landlord will not unreasonably withhold or delay its consent to assign this Lease or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such intent (“Transfer Notice”). Tenant’s Transfer Notice shall be accompanied by a copy of the proposed an assignment or sublease between by Tenant (and it will have at least fifteen (15) business days after delivery of the information required in Section 18.2), but Landlord may withhold its consent arbitrarily and in its sole discretion to any hypothecation, assignment for security purposes or other Transfer or to any requested assignment or sublease before Tenant has occupied and begun to conduct business in substantially all of the Premises, has confirmed in writing the correct Rent Commencement Dates and that it has accepted the Premises and Landlord’s Work in all respects, and Tenant has paid its first full month’s rent for the Premises. Tenant agrees that Landlord’s withholding of consent to a proposed sublease or assignment will be deemed reasonable if Tenant is in default or any of the other terms and conditions of this Article have not been complied with, or if any of the following conditions are not satisfied: (a) the Transfer does not violate any terms of this Lease, the subtenant or assignee will use the Premises only for the uses permitted in Section 1.1(i) and otherwise in accordance with this Lease and such use will not increase the risk of possible contamination by hazardous substances in Landlord’s reasonable judgment, and the business and reputation of the subtenant or assignee are consistent with the other tenancies and standards of the Project in Landlord’s reasonable judgment; (b) the subtenant or assignee is as reputable and creditworthy as Tenant and has the independent financial ability to perform the obligations of Tenant under this Lease (if the Transferee is an assignee) or its obligations under its sublease (if the Transferee is a sublessee) without undue financial burden in Landlord’s reasonable judgment, and neither it nor its predecessors in interest is then subject to a bankruptcy or reorganization, or then has a receiver appointed to manage its affairs or in connection with any of its assets, or has been subject to material criminal judgments, sanctions, consent decrees or similar actions by the SEC or other governmental or quasi-governmental authorities; (c) the rent per square foot proposed assignee to be payable by the Transferee is at least 85% of the rent then currently charged by Landlord for comparable space in the Project or subtenantunder this Lease, together with current whichever is greater; (d) if the Transfer is a sublease it must prohibit the Transferee and Tenant from exercising any right to extend, renew or lease additional space or exercising similar rights under this Lease; (e) Landlord’s Mortgagees consent (if their consent is required); and (f) there will be no more than an aggregate of three (3) years’ prior financial statements, if available, for the proposed assignee or subtenant, which financial statement shall be prepared in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) Business Days after receiving Landlord’s request. Landlord shall then have a period of thirty (30) days following receipt of such additional information (or 30 days after 60447235.v9 receipt of Tenant’s Transfer Notice if no additional information is requested) within which to notify Tenant in writing that Landlord elects either (a) to exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all further obligations hereunder as to such space as subleases of the date specified in Landlord’s notice terminating the Lease with respect to the relevant space, (b) to permit Tenant to assign this Lease or sublet such space as described in the Transfer Notice, subject, however, to prior written consent, which shall Premises. These conditions are not be unreasonably withheld, conditioned or delayed to the proposed assignment or sublease or (c) deny Tenant’s request to assign this Lease or sublet such space. Among exclusive and Landlord may consider other factors upon which reasonably deemed to be relevant in determining if Landlord may should grant or reasonably withhold consent are the following: (i) the use of the Premises by such proposed assignee or subtenant does not comply with applicable law or conflicts with any City of Alameda ordinance; (ii) the financial condition of the proposed assignee or subtenant is such that, in Landlord’s reasonable determination, it would be unable to perform its obligations under the proposed sublease or assignment; or (iii) the portion of the Premises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and egress, or does not comply with other Laws or regulations. For clarity, the Alameda City Council shall be deemed to have approved any such assignment or transfer of this Lease or sublease of all or a portion of the Premises if approved by a vote of a simple majority of the council (e.g. in 2022 terms three affirmative votes) at a noticed public meeting of the Alameda City Council, unless otherwise required by law, including the City Charter. Xxxxxxxx agrees to use best efforts to place on the City Council agenda any request for approval by the Alameda City Council within sixty (60) days of receipt of the Tenant’s request. In no event shall the Alameda City Council’s approval be unreasonably withheldconsent.