Transfers Requiring Consent. The following dispositions of a Partnership Interest shall require consent as stated below: (a) No Transfers of any Partnership Interest in whole or in part will be permitted if it would cause the termination of the Partnership for Federal income tax purposes or cause the Partnership to be taxed other than as a partnership, unless all the Partners agree in writing to such a disposition. Counsel for the Partnership may give its opinion to the Managing Partner as to whether or not such Transfer would cause such a tax effect for Federal income tax purposes and the opinion shall be conclusive and binding upon all Partners. (b) No Partnership Interest or any portion thereof shall be Transferred to a minor or an incompetent, without the prior written consent of all Partners. (c) No Transfer of the Managing Partner's Partnership Interest shall be permitted without the prior written consent of all Partners. (d) No Transfer of any Partnership Interest of any Partner shall be permitted without the prior written consent of the Managing Partner if such Transfer requires the consent of a third party under any joint venture agreement, partnership agreement or other agreement to which the Partnership is a party.

Transfers Requiring Consent. To the extent that any asset is not transferable or assignable without the consent of any third party or the transfer or assignment of which would result in a violation of any law or order (a "Non-Transferable Asset"), this Agreement shall not constitute an assignment or an attempted assignment thereof. Seller shall use its reasonable efforts to obtain the required consent of any such third party to the transfer or assignment of any such Non-Transferable Asset to the Company. If any such consent shall not be obtained, Seller shall cooperate with the Company in any reasonable arrangement (including reimbursement of monies paid by the Company on account of any such arrangement) designed to provide the Company with the benefits intended to be assigned to it under the relevant Non-Transferable Asset.

Transfers Requiring Consent. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Permit, authorization, approval of any Governmental Authority, Contract, instrument, or other agreement or arrangement, or any claim, right, or benefit arising under any of the foregoing or resulting from any of the foregoing, if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third Person would constitute a breach or violation thereof or affect adversely Buyer's rights, and any transfer or assignment of any interest under any of the foregoing that requires the consent of a third Person shall be made subject to such consent or approval being obtained. If any such consent or approval has not been obtained on or prior to Closing (and Buyer decides to proceed with the Closing), then Sellers and Buyer shall continue to use all reasonable efforts to obtain such consent or approval after the Closing until such time as such consent or approval has been obtained, and Sellers and the Representative will cooperate with Buyer, in any lawful and economically feasible arrangement to provide that Buyer shall receive the benefits under any such Permit, authorization, approval, Contract, instrument, or other agreement or arrangement, including performance by Sellers as agents. Nothing in this Section shall be deemed to be a waiver of Buyer's rights to have received at the Closing an effective assignment and transfer of all Assets, nor shall this Section be deemed to be an agreement to exclude any asset or right from the Assets being purchased by Buyer pursuant to this Agreement.

Transfers Requiring Consent. The following dispositions of a Company Interest shall require the consent or compliance with the conditions stated below: (a) No Transfer of any Company Interest in whole or in part will be permitted if it would cause the Company to be taxed other than as a partnership. Counsel for the Company may give its opinion to the Board of Managers as to whether or not such Transfer would cause such a tax effect for federal income tax purposes and the opinion shall be conclusive and binding upon all Members. (b) No transfer of the Class A Profits Interest Units issued to Renalytix shall be made without the consent of the Board of Managers except that without the consent of the Board of Managers Renalytix shall have the right to transfer all or a portion of the Class A Profits Interest Units to (i) the 100% parent company of Renalytix or (ii) a 100%-owned subsidiary of Renalytix, provided that in either case no such transfer will relieve Renalytix of its obligations under this Agreement with respect to the transferred Units. (c) ISMMS shall have the right to transfer all or a portion of the Class A Profits Interest Units to an Affiliate of ISMMS without the consent of Renalytix, provided that no such transfer will relieve ISMMS of its obligations under this Agreement with respect to the transferred Units. (d) ISMMS shall not transfer Class A Profits Interests such that a Change of Control would take place unless ISMMS complies with the requirements of Section 6.4, Section 6.5 and Section 9.2. Subject to compliance with the requirements of Section 6.4, Section 6.5 and Section 9.2, ISMMS shall have the right to transfer its Class A Profits Interest Units without the consent of Renalytix. (e) Unless waived in whole or in part by the Board of Managers in its absolute discretion, no sale or exchange of a Company Interest may be made unless the transferee of such Company Interest provides the Company the following: (i) an opinion of counsel, in form and substance satisfactory to counsel for the Company, which may reasonably rely on representations and information supplied by the Board of Managers or the Company, that neither the offering nor the assignment of the Company Interest, or part thereof, to such transferee is required to be registered or qualified pursuant to the provisions of federal or state securities laws, nor causes the loss of any exemption from federal or state securities laws which may be available to the Company Interests, nor violates the laws of any s...

Transfers Requiring Consent. 11 Section 6.2

Transfers Requiring Consent. Maxus shall use its reasonable efforts to obtain, or cause to be obtained, as promptly as practicable all consents, if any, necessary to assign, transfer, convey or deliver the Assigned Assets to CLH. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to transfer or assign, or a transfer or assignment of, any contract right, agreement, license or permit or document, if a transfer or assignment thereof without the consent of any other party or parties thereto (other than Maxus or its affiliates) required or necessary for such transfer or assignment would constitute a breach thereof or in any way adversely affect the rights of Maxus thereunder (any such assets are hereinafter referred to as "Non-Assignable Assets"). In order to provide CLH with the utilization of every Non-Assignable Asset, unless and until the necessary consent is obtained, Maxus shall take or cause to be taken, and shall cause each of its subsidiaries (other than CLH) to take or cause to be taken, all reasonable action in cooperation with CLH and do or cause to be done all such things as may be reasonably necessary and proper to: (a) hold in trust for the benefit of CLH all Non-Assignable Assets and any consideration received by Maxus with respect thereto, (b) preserve the material rights and obligations under the Non-Assignable Assets for the benefit of CLH, (c) facilitate the receipt of any consideration to be received by Maxus or its other subsidiaries with respect to any Non-Assignable Asset, and promptly pay or cause to be paid to CLH any such consideration received by Maxus or its other subsidiaries, and (d) make arrangements designed to provide to CLH the material benefits of each Non-Assignable Asset, including without limitation the appointment of an attorney-in-fact for CLH or subcontracting with CLH to effect a "pass-through" of the material rights and obligations of Maxus and its other subsidiaries thereunder. Notwithstanding the foregoing, Maxus shall not be obligated to take any action to ensure that CLH will be allowed the use of, or access to, any technology, whether protected by copyright, patent, license or otherwise, if such action will require the expenditure of funds by Maxus or materially adversely affect the benefits or rights required to be retained by Maxus, unless the parties agree otherwise.

Transfers Requiring Consent. Except as expressly permitted by Section 10.1, Tenant will not assign this Lease or sublet all or any portion of the Premises to any assignee or subtenant without first obtaining Landlord's written consent, which consent will not be unreasonably withheld, conditioned or delayed. If Tenant desires to effect an assignment or subletting that will require Landlord's consent, Tenant will seek such written consent of Landlord by a written request therefor, setting forth the date (which will not be less than 15 days after date of Tenant's notice) on which Tenant desires to assign this Lease or to sublet all or any portion of the Premises, all of the major terms of the proposed assignment or sublease, the consideration to be paid by the assignee or subtenant, the name and address of the proposed assignee or sublessee and its proposed use of the Premises, copies of the proposed assignee's or subtenant's financial statements (to the extent available), and the proposed form of assignment or sublease.

Transfers Requiring Consent. Tenant shall not cause or permit, directly or indirectly, voluntarily or involuntarily, any of the following events (individually and collectively, a “Transfer”) (or any amendment to the instrument affecting the same) without in each case first obtaining Landlord’s written consent, which consent will not be unreasonably withheld, conditioned or delayed: (1) a sale, assignment, hypothecation, mortgage, encumbrance, conveyance or other transfer of this Lease (or any interest therein); (2) a sublease of the Premises or any portion thereof; or (3) the use or occupancy of the Premises or any portion thereof by anyone other than Tenant. If Tenant is a corporation, any transfer of this Lease by merger, consolidation or liquidation, or change in the ownership of, or power to vote, its outstanding voting stock (including redemption thereof), separately or in the aggregate, majority voting control, shall constitute a Transfer. If Tenant is a partnership or limited liability company, any transfer of this Lease by merger, consolidation, liquidation or dissolution of the partnership or limited liability company, or any change in the ownership of a majority of the partnership or membership interests shall constitute a Transfer. As a condition to Landlord’s approval, any potential assignee otherwise approved by Landlord shall assume and shall be jointly and severally liable with Tenant for all obligations of Tenant under this Lease and any sublessee shall assume and shall be jointly and severally liable with Tenant for all obligations of Tenant under this Lease with respect to the portion of the Premises that is subleased to such sublessee. This Lease shall not be assigned by operation of law. Notwithstanding the provisions of this Section 11.1 to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof without Landlord’s consent to any entity that controls, is controlled by or is under common control with Tenant, or to any entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant’s business as a going concern and the requirements of Section 11.2 shall not apply.

Transfers Requiring Consent. 4 Section 1.3 ASO Contracts...................................................................... 5 Section 1.4 Closing............................................................................ 7 Section 1.5 Closing GAAP Equity Amount......................................................... 7 Section 1.6 Manner of Payment.................................................................. 10 Section 1.7 Fees............................................................................... 10

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