Common use of Transfers Clause in Contracts

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 15 business days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord's standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (Landlord, not to exceed $3,500 [***] for a Transfer in the aggregate for any particular Transfer)ordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively individually as a “Transfer,” and, collectively, as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) upon Landlord’s request, an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable out-of-pocket professional fees (including, without limitation, reasonable attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 20 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Concurrently with Tenant’s delivery of the Transfer Notice, Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty ten (3010) business days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this LeaseLease after the expiration of applicable notice and cure periods. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (Landlord, not to exceed $3,500 2,500.00 for a Transfer in the aggregate for any particular Transfer)ordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. Except as otherwise expressly provided herein, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the material terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", if any, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant substantially in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effecteffect with respect to this Lease and the Premises, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, reasonable attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord; provided, however, that if the proposed Transfer does not involve a change of use or substantial alterations of the Premises, Landlord's recoverable fees shall not exceed $4,000.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 15 business days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as fees(not to exceed $1,500.00 for Landlord’s internal costs) plus any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord Xxxxxxxx (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and (iv) current financial statements of all agreements incidental or related to such Transfer, provided that Landlord shall have the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord right to determine require Tenant to utilize Landlord’s standard Transfer documents in connection with the financial responsibility, character, and reputation of the proposed Transferee, nature documentation of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.1049651.1 1/SF 373398-00076/i i-i3-i7/arb/jll 21 Recursion Pharmaceuticuls. Inc.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors invitees (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”). ." If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the .the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any (v) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, shall at Landlord’s option, 's option constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)grant consent, within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord [***] for review and processing fees, and Tenant shall also reimburse Landlord for any actual, documented and reasonable legal fees incurred by Landlord in connection with Tenant's proposed Transfer.

Transfers. Except in connection with a Permitted Transfer (as that term is defined in Section 14.8 below), Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord., provided that such fees shall not exceed Two Thousand Five Hundred Dollars ($2,500.00) for any such Transfer in the ordinary course of business. For purposes of this Lease, “in the ordinary course of business” shall include, without limitation, the review of documents on no more than three (3) occasions in connection with any particular Transfer. -26- HCP XXXXXX XXXXX, LLC [11099 NORTH XXXXXX XXXXX ROAD] [Synthorx Inc.]

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, in an amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the aggregate, but such limitation of fees shall only apply to the extent such Transfer is in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered “in the ordinary course of business” if such Transfer involves the review of documentation by Landlord on more than two (2) occasions.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Tenant’ shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)grant consent, within thirty (30) days after alter written request by Landlord, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,000.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person or entity to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which shall not be unreasonably withheld, conditioned or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) if available, current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any (v) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)grant consent, within thirty thirty, (30) days after written request by Landlord, Tenant shall reimburse Landlord for any actual, documented and reasonable legal fees incurred by Landlord in connection with Tenant's proposed Transfer (not to exceed [***]).

Transfers. Tenant shall not, without the prior written consent of Landlord, which will not be unreasonably withheld, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (Landlord, not to exceed Two Thousand and 00/100 Dollars ($3,500 2,000.00) for a Transfer in the aggregate for any particular Transfer)ordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. Subject to Section 9.07 below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, encumber or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, or sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises Property or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”), except that no written consent shall be required for any Transfer to a Tenant Affiliate, Tenant’s Customer or Permitted Purchaser (all defined below). If Tenant desires To request Landlord’s consent to any TransferTransfer requiring such consent under the provisions of this Article Nine, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (30) days nor more than one hundred eighty (18045) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises Property to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, ,” as that term is defined in Section 14.3 9.03 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer requiring but made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a material default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)connection with such review, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld as further described below: (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of lawLaw or otherwise, (ii) sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise (iii) permit the occupancy or use of the Premises or any part thereof by any persons Persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person Person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice shall include: (the “Transfer Notice”) shall include (ia) the proposed effective date of the Transfer, (which shall not be less than thirty (30) days nor more than one hundred eighty (180) 180 days after the date of delivery of the Transfer NoticeTenant’s notice), (iib) a description of the portion of the Premises to be transferred Transferred (herein called the “Subject Space”), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”name, as that term is defined in Section 14.3 below, in connection with such Transfer, the name address and address of background information concerning the proposed Transferee, and a true and complete copy of all existing executed and/or proposed documentation pertaining to the proposed TransferTransfer documentation, and (ivd) current financial statements (balance sheets and income/expense statements for the current and prior year) of the proposed Transferee Transferee, in form and detail reasonably satisfactory to Landlord, certified by an officer, partner or owner thereofof the Transferee, and or (e) any other reasonable information reasonably required by Landlord which will to enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject SpaceSpace or as Landlord may reasonably request. Any Transfer made without Landlord’s prior written consent complying with this Article shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, or shall constitute a default by Tenant Default under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay $500 towards Landlord’s reasonable review and processing feesexpenses, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after Landlord’s written request by (provided, Landlord’s current policy is to handle such matters with in-house counsel, to the extent that the in-house staff has time, in which case no legal fees will be charged).

Transfers. Except as otherwise specifically provided or permitted in this Article 14, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of Tenant’s interest in this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (1801) days year after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee, (v) any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , which information is requested within five (5) business days following Tenant’s submission to Landlord of the items described in clauses (i), (ii), (iii), (iv) and (vi) of this Section 14.1, and (vi) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer requiring Landlord’s consent which is made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default Default by Tenant under this LeaseLease if not rescinded or terminated within ten (10) business days following notice from Tenant. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (Landlord, not to exceed $3,500 2,500.00 for a Transfer in the aggregate for any particular Transfer)ordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person or entity to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) days nor more than one two hundred eighty seventy (180270) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any particular, proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing feesfees (not to exceed Five Hundred Dollars ($500.00), as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees, but not in excess of Three Thousand Five Hundred Dollars ($3,500.00) in the aggregate) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Subject to Section 14.7 below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors agents (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”"SUBJECT SPACE"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any (v) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)grant consent, within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord Five Hundred Dollars ($500.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord in connection with Tenant's proposed Transfer (which legal fees shall not exceed $750.00 for each proposed Transfer for which Tenant executes Landlord's standard from consent to assignment in the form of EXHIBIT I-1 attached hereto or Landlord's standard from consent to sublease in the form of EXHIBIT I-2 attached hereto, as the case may be).

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (not to be unreasonably withheld), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this LeaseLease after the expiration of applicable notice and cure periods. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)grant consent, within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord up to Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review and processing fees, and any legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.

Transfers. Subject to the terms of Section 14.8 and Section 14.9 below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereofthereof (provided, that the submission of such financial statements shall not be required if the proposed Transferee is a publicly-traded company whose financial statements are publicly available through the Securities and Exchange Commission) and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord Xxxxxxxx (not to exceed $3,500 2,000.00 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlord(which shall not be unreasonably withheld, conditioned or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 20 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the Landlord's prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “Transferee”"Transfer"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify provide Landlord in writing, which notice (the “Transfer Notice”) shall include with (i) notice of the terms of the proposed Transfer, including its proposed effective date of (the Transfer"Contemplated Effective Date"), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject "Contemplated Transfer Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the "Transfer Notice"). Within 15 business days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Default. Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord's review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “TransfersTransfer(s)” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, Premium (as that term is defined in Section 14.3 below, ) in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit G. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, in an amount not to exceed One Thousand Five Hundred Dollars ($1,500) in the aggregate, for a Transfer in the ordinary course of business (for purposes hereof, a Transfer shall be deemed not to be in the “ordinary course of business” if Landlord is required to review documentation related to such Transfer on more than two (2) separate occasions).

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and provided further that the terms of the proposed Transfer shall provide that such proposed Transferee shall not be permitted to further assign or sublease its interest in the Subject Space and/or Lease, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject SpaceSpace and (v) an executed estoppel certificate from Tenant stating the information set forth in items (a) through (d) in Article 17 below. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable (or Landlord’s property manager’s) review and processing feesfees (which currently equal $1,500.00 for each proposed Transfer), as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transferor Landlord’s property manager), within thirty (30) days after written request by Landlord; provided that Tenant’s reimbursement for Landlord’s fees pursuant to this sentence shall not exceed $5,000.00 in connection with any one Transfer.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E, which is requested within five (5) business days following Tenant’s submission to Landlord of the items described in clauses (i), (ii), (iii) and (iv) of this Section 14. 1. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, not to exceed $3,500 for a Transfer in the ordinary course of business. For purposes hereof, “in the ordinary course of business” shall include the review of Transfer documentation on no more than two (2) occasions.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord's standard Transfer documents in connection with the documentation of such Transfer, and provided further that the terms of the proposed Transfer shall provide that such proposed Transferee shall not be permitted to further assign or sublease its interest in the Subject Space and/or Lease, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.DocuSign Envelope ID: 2AF71C8F-63E9-45D8-84DE-18D3F80FA89A

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, provided that in no event shall such costs and expenses exceed $2,000.00 for a Transfer in the ordinary course of business.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit cause any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld as further described below: (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of lawLaw or otherwise, (ii) sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise (iii) permit the occupancy or use of the Premises or any part thereof by any persons Persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person Person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice shall include: (the “Transfer Notice”) shall include (ia) the proposed effective date of the Transfer, (which shall not be less than thirty (30) days nor more than one hundred eighty (180) 180 days after the date of delivery of the Transfer NoticeTenant’s notice), (iib) a description of the portion of the Premises to be transferred Transferred (herein called the “Subject Space”), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”name, as that term is defined in Section 14.3 below, in connection with such Transfer, the name address and address of background information concerning the proposed Transferee, and a true and complete copy of all existing executed and/or proposed documentation pertaining to the proposed TransferTransfer documentation, and (ivd) current financial statements (balance sheets and income/expense statements for the current and prior year) of the proposed Transferee Transferee, in form and detail reasonably satisfactory to Landlord, certified by an officer, partner or owner thereofof the Transferee, and (e) any other reasonable information reasonably required by Landlord which will to enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject SpaceSpace or as Landlord may reasonably request. Any Transfer made without Landlord’s prior written consent complying with this Article shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, or shall constitute a default by Tenant Default under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay $500 towards Landlord’s reasonable review and processing feesexpenses, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not which legal fees shall be subject to exceed $3,500 Tenant’s reasonable approval as to the reasonableness of the number of hours billed and hourly rates used, in relation to the aggregate for any particular scope, complexity and other matters involved with the Transfer), within thirty (30) days after Landlord’s written request by Landlordrequest, which shall include a detailed legal counsel xxxx.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which that will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, including attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) provided that Landlord executes a commercially reasonable non-disclosure agreement, current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (Landlord, not to exceed the sum of $3,500 in the aggregate for any particular Transfer)4,000, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Concurrently with Tenant’s delivery of the Transfer Notice, Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, in an amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the aggregate, but such limitation of fees shall only apply to the extent such Transfer is in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered “in the ordinary course of business” if such Transfer involves the review of documentation by Landlord on more than two (2) occasions.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors connectors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 10 business days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spacein rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent (except as otherwise provided below) of Landlord, assignwhich consent will not be unreasonably withheld, mortgageconditioned or delayed (and subject to obtaining Master Landlord’s consent to the extent required under the Master Lease, pledgewhich consent Landlord shall cause Master Landlord not to unreasonably withhold, hypothecatecondition or delay), encumber, or permit any lien to attach to, or otherwise transfer, assign this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease sublet all or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use portion of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as a “Transfers” and Transfer”; any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires to obtain Landlord’s (and Master Landlord’s) consent to any TransferTransfer (and such consent is required under the terms of this Article 13), Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iiiii) all of the material economic terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all relevant existing executed and/or proposed documentation (to the extent then existing) pertaining to the proposed Transfer, and (iviii) current financial statements of the proposed Transferee certified by an officer, partner Transferee. Landlord shall approve or owner thereof, disapprove (and any other information reasonably required by Landlord which will enable shall cause Master Landlord to determine the financial responsibility, character, and reputation approve or disapprove) of the proposed Transferee, nature Transfer within thirty (30) days (the “Review Period”) after Landlord’s receipt of the applicable Transfer Notice. In the event that (i) Landlord fails to notify Tenant in writing of such Transfereeapproval or disapproval within such Review Period and (ii) Landlord fails to notify Tenant in writing of such approval or disapproval by Landlord and/or Master Landlord within five (5) business days following Landlord’s business and proposed use receipt of a reminder notice of the Subject Spaceexpiration of the Review Period, then Landlord (and/or Master Landlord, as applicable) shall be deemed to have approved such Transfer. Any Transfer requiring Landlord’s and/or Master Landlord’s consent hereunder which is made without Landlord’s such prior written consent shall, at Landlord’s option, be null, void and of no effect. All Transfers under this Article 13, including any Permitted Transfers pursuant to Section 13.3 below, are and shall be subject and subordinate to all of the TCCs of this Lease, except as may otherwise be provided in this Lease. If Landlord and Master Landlord consent to any Transfer, (A) such consent shall not be deemed consent by such party to any further Transfer by either Tenant or a Transferee, and shall(B) Tenant shall deliver to Landlord, at promptly after execution, an original executed copy of all relevant documentation pertaining to such Transfer. In addition, no Transfer, whether with or without Landlord’s optionand Master Landlord’s consent and whether a Permitted Transfer, constitute a default by shall relieve Tenant from any liability under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord's standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (in each case not to exceed $3,500 2,5000 in the aggregate for any particular per proposed Transfer), within thirty (30) days after written request by Landlord.

Transfers. Except as provided in Section 14.7 below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereofthereof (subject to Landlord’s execution of a commercially reasonable non-disclosure agreement), business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject SpaceSpace and (v) an executed estoppel certificate from Tenant stating the information set forth in items (a) through (d) in Article 17 below. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable (or Landlord’s property manager’s) review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (or Landlord’s property manager), which review and processing fees and reasonable professional fees shall not to exceed $3,500 in the aggregate for any particular Transfer)$2,500 per consent request, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, but in no event in excess of $7,500 provided that such Transfer does not require Landlord to make any substantive modifications to its standard form of consent to Transfer documentation.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which consent shall not be unreasonably withheld, conditioned or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) business days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable reasonable, out-of-pocket professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, provided that in no event shall such costs and expenses exceed $2,000.00 for a Transfer in the ordinary course of business.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed Landlord, but in no event more than $3,500 in the aggregate for any particular Transfer)5,000, within thirty (30) days after written request by Landlord.

Transfers. Except as expressly provided herein, Tenant shall not, without the prior written consent may not voluntarily or involuntarily or by operation of Landlordlaw, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, sell or otherwise transfer, transfer this Lease or any interest hereunderherein, cause or permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises all or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises to be sublet, occupied or any part thereof used by any persons other than Tenant and its employees and contractors or permit anyone to succeed to any interest in this Lease or the Premises (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as being a “TransfereeTransfer”)) without the prior consent of Landlord. If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writing, which with notice (the “Transfer Notice”) ), which shall include (ia) the proposed effective date of the TransferTransfer (the “Contemplated Effective Date”), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery Landlord’s receipt of the Transfer Notice, and the contemplated length of the term of the proposed Transfer, (iib) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including including, if applicable, calculation of the “Transfer Premium”, ” (as that term is defined in Section 14.3 below, in connection with such Transfer), the name and address of the proposed Transfereetransferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivd) current financial statements of the proposed Transferee certified by an officertransferee covering the preceding two (2) years (if available), partner (e) any ownership or owner thereofcommercial relationship between Tenant and the proposed transferee, and (f) any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer. If Landlord’s consent to such Transfer is required, nature then within ten (10) days after receiving the Transfer Notice (or such longer period of such Transfereetime required by a Security Holder, not to exceed thirty (30) days), Landlord shall notify Tenant of (i) its consent to the proposed Transfer to the named transferee on the terms and conditions set forth in the Transfer Notice, or (ii) its refusal to consent to the proposed Transfer, which shall include Landlord’s business and proposed use of the Subject Spacereasons for refusing to consent thereto. Any Transfer requiring Landlord’s consent that is made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and/or constitute a non-curable “Default” (as defined below). Tenant shall pay Landlord a fee of One Thousand and of no effect, and shall, at 00/100 Dollars ($1,000.00) for Landlord’s optionreview of any proposed Transfer, constitute a default by Tenant under this Lease. Whether where Landlord’s consent is required, whether or not Landlord consents to thereto, plus any reasonable third party legal fees incurred by Landlord in connection with any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord1,000.00.

Transfers. Tenant shall not, by operation of law or otherwise, except with respect to any affiliate of Tenant (a) assign, transfer, mortgage, pledge, hypothecate or otherwise encumber this Lease, the Leased Premises or any interest therein, (b) grant any concession or license within the Leased Premises, (c) grant or transfer any management privileges or rights with respect to the Leased Premises, or (d) advertise for any of the foregoing, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit . If Tenant requests Landlord's consent to any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other transfer transaction prohibited by this Section 14.1 (collectively, a "Transfer"), then Tenant shall provide Landlord with a written description of this Lease or any interest hereunder by operation all terms and conditions of lawthe proposed transfer, sublet copies of the Premises or any part thereofproposed documentation, or enter into any license or concession agreements or otherwise permit and the occupancy or following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Leased Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Tenant shall reimburse Landlord for its reasonable attorneys' fees and other expenses incurred in connection with considering any request for its consent to a Transfer. Landlord's consent to a Transfer shall not release Tenant from performing its obligations under this Lease but rather Tenant's transferee shall assume all of Tenant's obligations under this Lease in a writing satisfactory to Landlord, and Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfer. While the Leased Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred subject to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) may collect directly from such transferee all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining rents or other sums relating to the proposed Transfer, Leased Premises becoming due to Tenant or Landlord and (iv) current financial statements of apply such rents or other sums against the proposed Transferee certified by an officer, partner or owner thereof, Rent and any other information reasonably required by sums payable hereunder. Tenant authorizes its transferees to make payments of rent and any other sums due and payable, directly to Landlord which will enable upon receipt of notice from Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlorddo so.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord (provided such information is requested by Landlord within ten (10) days following Tenant’s submission to Landlord of the Transfer Notice) which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, (v) any proposed sublease document, if applicable, which sublease document shall contain language stating that in the event Landlord and Tenant terminate this Lease for any reason or for no reason, such subtenant acknowledges and agrees that the sublease shall automatically terminate and be of no further force or effect, and (vi) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E (which estoppel certificate shall be modified, as appropriate, to contain accurate information). Landlord shall approve or disapprove of the proposed transfer within twenty (20) days following Landlord’s receipt of the applicable Transfer Notice and all documents requested by Landlord pursuant to this Section 14.1 (the “Review Period”). In the event Landlord fails to respond to any request for consent to a Transfer within the Review Period, then Tenant shall have the right to provide Landlord with a second (2nd) request for consent (the “Second Request”). The Second Request shall specify the terms of the first request, and specifically state that Landlord’s failure to respond within ten (10) days following Landlord’s receipt of the Second Request shall be deemed Landlord’s approval of such proposed Transfer. In the event Landlord fails to respond to Tenant’s Second Request with ten (10) clays following Landlord’s receipt of the Second Request, the Proposed Transfer shall be deemed to have been approved by Landlord. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing feesfees (not to exceed One Thousand Five Hundred and No/100 Dollars ($1,500.00) for Landlord’s internal costs), as well as plus any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Subject to the TCCs of Section 14.8, below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of --------- Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”"SUBJECT SPACE"), (iii) all of the terms TCC's of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”"TRANSFER PREMIUM", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)shall, within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable and actual out-of-pocket third-party costs and expenses incurred by Landlord in connection with its review of a proposed Transfer; provided that such costs and expenses shall not exceed One Thousand Five Hundred and No/100 Dollars ($1,500.00) for a Transfer in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered "in the ordinary course of business" if such Transfer involves the review of documentation by Landlord on more than two (2) occasions with regard to a single proposed Transfer.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard consent documents in connection with the documentation of Landlord’s consent to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, in an amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the aggregate, but such limitation of fees shall only apply to the extent such Transfer is in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered “in the ordinary course of business” if such Transfer involves the review of documentation by Landlord on more than two (2) occasions.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person or entity to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to In connection with any Transfersuch Transfer contemplated by Tenant, Tenant shall notify Landlord in writingsubmit a written request for consent notice to Landlord, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection together with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine (i) the financial responsibility, character, and reputation of the proposed Transferee, (ii) the nature of such Transferee’s business and business, (iii) the proposed use of the applicable portion of the Premises (which applicable portion of the Premises to which the proposed Transfer relates shall be known as the “Subject Space”), and (iv) any other reasonable consent parameters. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumberencunnb4r, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer consent documents in connection with the consent to such Transfer, and provided further that the terms of the proposed Transfer shall provide that such proposed Transferee shall not be permitted to further assign or sublease its interest in the Subject Space and/or Lease unless such Transfer is in accordance with the provisions of this Article 14, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (which costs and fees shall not to exceed $3,500 3,000.00, in the aggregate aggregate, for any particular each proposed Transfer), within thirty (30) days after written request by Landlord.

Transfers. Except as otherwise specifically provided or permitted in this Article 14, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of Tenant’s interest in this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee, (v) any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , which information is requested within five (5) business days following Tenant’s submission to Landlord of the items described in clauses (i), (ii), (iii), (iv) and (vi) of this Section 14.1, and (vi) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer requiring Landlord’s consent which is made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default Default by Tenant under this LeaseLease if not rescinded or terminated within ten (10) business days following notice from Tenant. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (Landlord, not to exceed $3,500 2,500.00 for a Transfer in the aggregate for any particular Transfer)ordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlord(except in connection with a Permitted Transfer as defined in Section 14.8 below), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer (other than a Permitted Transfer) made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer (other than a Permitted Transfer), whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Except as otherwise provided in this Section 14, Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Subject to Section 14.8 below, Tenant shall not, without the Landlord’s prior written consent of Landlord(which consent shall not be unreasonably withheld, condition or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer (other than a Permitted Transfer), Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 15 business days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer (which shall include, without limitation, any attorney fees for such review), whether or not Landlord consents to any proposed such Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (not to be unreasonably withheld), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this LeaseLease after the expiration of applicable notice and cure periods. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)grant consent, within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord up to Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review and processing fees, and any legal fees incurred by Landlord in connection with Xxxxxx’s proposed Transfer.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard form of consent document in connection with the consent of Landlord to a Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer for which consent is required made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (Landlord, which shall not to exceed $3,500 in the aggregate for any particular Transfer)10,000.00, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 15 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Concurrently with Tenant’s delivery of the Transfer Notice, Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable out of pocket professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.thirty

Transfers. Except as provided in Section 14.7 below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereofthereof (subject to Xxxxxxxx’s execution of a commercially reasonable non-disclosure agreement), business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject SpaceSpace and (v) an executed estoppel certificate from Tenant stating the information set forth in items (a) through (d) in Article 17 below. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable (or Landlord’s property manager’s) review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (or Landlord’s property manager), which review and processing fees and reasonable professional fees shall not to exceed $3,500 in the aggregate for any particular Transfer)$2,500 per consent request, within thirty (30) days after written request by LandlordXxxxxxxx.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard consent document in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord; provided that such costs and expenses shall not exceed Five Thousand and 00/100 Dollars ($5,000.00) for a Transfer in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered “in the ordinary course of business” if such particular proposed Transfer involves the review of documentation by Landlord on more than two (2) occasions.

Transfers. Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or conditioned, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and Tenant, its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty ten (3010) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Noticebusiness days, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer (but not any documentation related solely to the sale of Tenant’s business), including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any (v) such other information as Landlord may reasonably required by require. Landlord which will enable Landlord to determine the financial responsibility, character, and reputation shall approve or disapprove of the proposed TransfereeTransfer in accordance with Section 14.2, nature below, within fifteen (15) business days (the “Review Period”) after Landlord’s receipt of the applicable Transfer Notice. In the event that Landlord fails to notify Tenant in writing of such Transferee’s approval or disapproval within such Review Period, Tenant shall provide Landlord with a second (2nd) Transfer Notice and in the event Landlord fails to notify Tenant in writing of such approval or disapproval within five (5) business and proposed use days of the Subject Spacereceipt by Landlord of the second (2nd) Transfer Notice, Landlord shall be deemed to have approved such Transfer. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at . Each time Tenant requests Landlord’s optionconsent to a proposed Transfer, constitute a default by Tenant under this Lease. Whether whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)grant consent, within thirty (30) days after written request by Landlord, as Additional Rent hereunder, Tenant shall reimburse Landlord for its review and processing fees, as well as reasonable legal fees incurred by Landlord in connection with Tenant’s proposed Transfer, not to exceed Two Thousand Five Hundred Dollars ($2,500.00) in the aggregate per Transfer in the ordinary course of business.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, assign or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). In no event may Tenant mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, this Lease. Prior to advertising or publicizing the Premises or this Lease as available for a Transfer, Tenant shall notify Landlord of its intent to do so. If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (3045) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, ,” as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, by operation of law or otherwise, (a) assign, transfer, mortgage, pledge, hypothecate or otherwise encumber this Lease, the Premises or any part of or interest in this Lease or the Premises, (b) grant any concession or license within the Premises, (c) sublet all or any part of the Premises or any right or privilege appurtenant to the Premises, or (d) permit any other party to occupy or use all or any part of the Premises (collectively, a “Transfer”), without the prior written consent of Landlord, assignwhich consent shall not be unreasonably withheld, mortgageconditioned or delayed. This prohibition against a Transfer includes, pledgewithout limitation, hypothecate, encumber, (i) any subletting or permit any lien to attach to, or assignment which would otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder occur by operation of law, sublet the Premises merger, consolidation, reorganization, transfer or other change of Tenant’s corporate or proprietary structure; (ii) an assignment or subletting to or by a receiver or trustee in any part thereoffederal or state bankruptcy, insolvency, or enter into any license other proceedings; (iii) the sale, assignment or concession agreements transfer of all or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (substantially all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made assets of Tenant with or sought to be made is hereinafter sometimes referred to as without specific assignment of Lease; or (iv) the change in control in a “Transferee”)partnership. If Tenant desires requests Landlord’s consent to any Transfer, then Tenant shall notify provide Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) with a written description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; a copy of the proposed sublease or assignment agreement; banking, financial and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee’s creditworthiness and character. Landlord’s consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant’s transferee shall assume all of Tenant’s obligations under this Lease in a writing satisfactory to Landlord, and Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfer. While the Premises or any part thereof are subject to a Transfer and if Tenant is in default beyond the expiration of any applicable notice and cure periods hereunder, Landlord may collect directly from such transferee all rents or other sums relating to the Premises becoming due to Tenant or Landlord and apply such rents and other sums against the Rent and any other sums payable hereunder. If the aggregate rental, bonus or other consideration therefor, including calculation paid by a transferee for any such space exceeds the sum of the “Transfer Premium”, as that term is defined in Section 14.3 below, (y) Tenant’s Rent to be paid to Landlord for such space during such period and (z) Tenant’s costs and expenses actually incurred in connection with such Transfer, including reasonable brokerage fees, reasonable costs of finishing or renovating the name space affected and address reasonable cash rental concessions, which costs and expenses are to be amortized over the term of the proposed TransfereeTransfer, then fifty percent (50%) of such excess shall be paid to Landlord within fifteen (15) days after such amount is earned by Tenant. Such arrearage amounts in the case of a sublease shall be calculated and adjusted (if necessary) on a Lease Year (or partial Lease Year) basis, and a copy of all existing executed and/or proposed documentation pertaining there shall be no cumulative adjustment for the Term. Landlord shall have the right to audit Tenant’s books and records relating to the proposed Transfer. In the event that Tenant is in default beyond the expiration of any applicable notice and cure periods, and (iv) current financial statements Tenant authorizes its transferees to make payments of the proposed Transferee certified by an officer, partner or owner thereof, rent and any other information reasonably required by sums due and payable, directly to Landlord which will enable upon receipt of notice from Landlord to determine the financial responsibility, character, and reputation do so. Any attempted Transfer by Tenant in violation of the proposed Transferee, nature terms and covenants of such Transferee’s business and proposed use of this Article IX shall be void. In the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute event that Tenant requests that Landlord consider a default by Tenant under this Lease. Whether sublease or not Landlord consents to any proposed Transferassignment hereunder, Tenant shall pay (i) Landlord’s reasonable review and processing feesdocumented expenses, as well as any not to exceed Five Hundred and 00/100 Dollars ($500.00) per transaction, actually incurred in connection with the consideration of such request, and (ii) all reasonable professional attorneys’ fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) costs incurred by Landlord in connection with the consideration of such request or such sublease or assignment. Notwithstanding any provision to the contrary, Tenant may assign this Lease or sublet the Premises without Landlord’s consent (not i) to exceed $3,500 any corporation or other entity that controls, is controlled by or is under common control with Tenant; (ii) to any corporation or other entity resulting from a merger, acquisition, consolidation or reorganization of or with Tenant; (iii) in connection with the aggregate for any particular Transfersale of all or substantially all of the assets of Tenant (a “Permitted Transferee”), within thirty so long as Tenant provides evidence to Landlord in writing that such assignment or sublease complies with the criteria set forth in (30i), (ii) or (iii) above and provided the following conditions are met: (1) if Tenant does not remain in existence as a separate legal entity following the transfer, the net worth of the transferee is equal to or greater than $50,000,000.00, (2) if Tenant remains in existence as a separate legal entity following the transfer, it shall not be released from liability under this Lease, (3) the transferee shall assume in a writing delivered to Landlord all of Tenant’s obligations under the Lease effective upon the consummation of the transfer, and (4) Tenant shall give written notice to Landlord of the proposed transfer at least fifteen (15) days after written request by Landlordin advance of the consummation thereof.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed *** Confidential portions of this document have been redacted and filed separately with the Commission. effective date of the Transfer, which shall not be less than thirty fifteen (3015) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (Landlord, not to exceed $3,500 [***] for a Transfer in the aggregate for any particular Transfer)ordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which consent shall be given or not given in accordance with Section 14.2 below), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine dete1mine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing feesfees in an amount not to exceed $500.00 per proposed Transfer, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular 2,000.00 per proposed Transfer)) incurred by Landlord, within thirty (30) days after written request by Landlord.

Transfers. Except as provided in Section 8.7, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises Property or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises Property or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises Leased Property to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefortherefore, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 8.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord's standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as EXHIBIT B. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default (defined in Section 19). Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable in order to evaluate the proposed Transfer (collectively, the “Transfer Notice”). Within 30 days after receiving the Transfer Notice, Landlord shall notify Tenant of (a) its consent to determine the financial responsibilityproposed Transfer, character(b) its refusal to consent to the proposed Transfer, or (c) its exercise of its rights under Section 14.4. If (x) Landlord fails to so notify Tenant within such 30-day period, (y) Tenant subsequently provides Landlord with a second Transfer Notice that expressly and prominently quotes this sentence in its entirety (and identifies this sentence as being located in this Section 14.1), and reputation of (z) Landlord fails to so notify Tenant within 10 business days after receiving such second Transfer Notice, then Landlord shall be deemed to have consented to the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject SpaceTransfer. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Concurrently with Tenant’s delivery of the Transfer Notice, Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Except as provided in Sections 14.7 and 14.8 below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty nine (1809) days months after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”"SUBJECT SPACE"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, "TRANSFER PREMIUM," as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and and, insofar as the same is then available, a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord pursuant to written notice delivered to Tenant within five (5) business days after Landlord's receipt of the Transfer Notice, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Except as provided in Sections 14.7 and 14.8 below, any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s 's actual, documented and reasonable review and processing fees, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 2,500.00 in the aggregate for any particular Transfer)one instance) incurred by Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements thereof or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”"SUBJECT SPACE"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as EXHIBIT E. Landlord shall respond to Tenant within ten (10) business days. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable actual third-party professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (which fees, in the case of a Transfer which does not require any modification of this Lease to accommodate specific requirements of the proposed Transferee, shall not exceed $3,500 in the aggregate for any particular Transfer1,500), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, . Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit D. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, . Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord's standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and ”, any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”, and any person by whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferor”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the TransferTransfer (the “Contemplated Effective Date”), which shall not be less than thirty ten (3010) business days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, and the contemplated length of the term of such contemplated Transfer (the “Contemplated Transfer Term”); (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (“Transferee Financials”) certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Contemplated Transfer Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing feesfees (not to exceed $500), as well as any reasonable out-of-pocket third party professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular said Transfer), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, ,” as that term is defined in Section 14.3 14.3, below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by LandlordSection 19.1.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 2,500 in the aggregate for any particular Transferaggregate), within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise directly or indirectly transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the 0000-0000-0000.7371310.00016/10-2-23/gjn/gjn -28- [Britannia Oyster Point][Pliant Therapeutics] proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord Xxxxxxxx (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord. Notwithstanding anything contained in this Lease to the contrary, Tenant shall not: (a) make a Transfer to an entity in which, under the Internal Revenue Code of 1986, as amended (the “Code”), any entity that directly or indirectly owns Landlord and is qualified as a real estate investment trust (a “REIT Owner”) owns, directly, indirectly or by applying constructive ownership rules set forth in Section 856(d)(5) of the Code, a ten percent (10%) or greater interest; or (ii) make any Transfer or other action under Section 14.8, below, in a manner that would cause any portion of the amounts received by Landlord pursuant hereto to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code.

Transfers. Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, not to exceed $2,500.00 for any one Transfer, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of --------- Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”"SUBJECT SPACE"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any (v) such other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Spacerequire. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this LeaseLease if not cured within the applicable cure period. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (which shall not to exceed $3,500 1,500.00 in the aggregate for any particular Transfereach instance), within thirty (30) days after written request by Landlord.

Transfers. Tenant Licensee shall not, without the prior written consent of LandlordLADWP, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach assign to, or otherwise transfer, this Lease License or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or License of any interest hereunder by operation of law, or sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises Licensed Area or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Licensee shall desire Landlord’s consent to any Transfer, Tenant Licensee shall notify Landlord LADWP in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30ninety(90) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises Licensed Area to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is defined in Section 14.3 subsection (c) below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord LADWP, which will enable Landlord LADWP to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) such other information as LADWP may reasonably require. Any Transfer transfer made without Landlord’s LADWP’S prior written consent shall, at Landlord’s At LADWP’S option, be null, void and of no effect, and shall, at Landlord’s LADWP’S option, constitute a default by Tenant Licensee under this LeaseLicense. Whether or not Landlord consents to any proposed TransferLicensee shall grant consent, Tenant Licensee shall pay LandlordLADWP’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)LADWP, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all and, for periods not exceeding seven (7) consecutive days, its business invitees who engage in such occupancy or use in the ordinary course of the foregoing are hereinafter sometimes referred business), or permit a Change of Control (defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 15 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent in violation of this Section 14 shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Concurrently with Tenant’s delivery of the Transfer Notice, Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject SpaceSpace (provided that Landlord agrees to execute a commercially reasonable confidentiality agreement cover the disclosure of such financial statements). Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) for a Transfer in the ordinary course of business.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “TransfersTransfer(s)” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the material terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, Premium (as that term is defined in Section 14.3 below, ) in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current latest available financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. , and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit H. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, in an amount not to exceed One Thousand Five Hundred Dollars ($1,500) in the aggregate, for a Transfer in the ordinary course of business (for purposes hereof, a Transfer shall be deemed not to be in the “ordinary course of business” if Landlord is required to review documentation related to such Transfer on more than two (2) separate occasions).

Transfers. Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, as further described below: (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of lawLaw or otherwise, (ii) sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise (iii) permit the occupancy or use of the Premises or any part thereof by any persons Persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " or individually as a "Transfer" as the context so requires and any person Person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"), or (iv) advertise the Premises or Lease for Transfers. If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice shall include: (the “Transfer Notice”) shall include (ia) the proposed effective date of the Transfer, (which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer NoticeTenant's notice), (iib) a description of the portion of the Premises to be transferred Transferred (herein called the “"Subject Space”"), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”name, as that term is defined in Section 14.3 below, in connection with such Transfer, the name address and address of background information concerning the proposed Transferee, and a true and complete copy of all existing executed and/or proposed documentation pertaining to the proposed TransferTransfer documentation, and (ivd) current financial statements of the proposed Transferee certified by an officerTransferee, partner or owner thereofin form and detail reasonably satisfactory to Landlord, and any other information reasonably required by Landlord which will to enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, complying with this Article shall at Landlord’s option, 's option be null, void and of no effect, and shall, at Landlord’s option, or shall constitute a default by Tenant Default under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay a reasonable fee (but not less than $500.00) towards Landlord’s reasonable 's review and processing feesexpenses, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord within ten (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (3010) days after written request by Landlord.

Transfers. Tenant shall not, without the Lxxxxxxx’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease hereof or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any sublease or license or concession agreements or agreement, otherwise permit the occupancy or use of any part of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, or permit a Change of Control (all of the foregoing are hereinafter sometimes referred defined in Section 14.6) to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as occur (each, a “TransfereeTransfer”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writingwith (i) notice of the terms of the proposed Transfer, which notice including its proposed effective date (the “Transfer NoticeContemplated Effective Date”) shall include (i) the proposed effective date of the Transfer), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Contemplated Transfer Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is Premium (defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ivii) current financial statements of the proposed Transferee transferee (or, in the case of a Change of Control, of the proposed new controlling party(ies)) certified by an officer, partner officer or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord in order to determine the financial responsibility, character, and reputation of evaluate the proposed TransfereeTransfer (collectively, nature the “Transfer Notice”). Within 20 days after receiving the Transfer Notice, Landlord shall notify Tenant of such Transferee’s business and (a) its consent to the proposed use Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of the Subject Spaceits rights under Section 14.4. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Default. Concurrently with Txxxxx’s delivery of the Transfer Notice, Tenant under this Lease. Whether shall pay Landlord a fee of $1,500.00 for Landlord’s review of any proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlordit.

Transfers. Subject to the terms of this Article 14, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) business days nor more than one hundred eighty eight (180) days 8) months after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) unless the proposed Transferee is a publicly traded company with publicly available financials, current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, thereof and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord, provided that such fees shall not exceed Two Thousand and 00/100 Dollars ($2,000.00) for any such Transfer in the ordinary course of business. For purposes of this Lease, "in the ordinary course of business" shall include, without limitation, the review of documents on no more than three (3) occasions in connection with any particular Transfer.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, encumber or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, or sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires To request Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, ,” as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s reasonable review and processing fees, which such amounts shall not exceed One Thousand Dollars and 00/100 ($1,000) in the aggregate, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld as further described below: (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of lawLaw or otherwise, (ii) sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise (iii) permit the occupancy or use of the Premises or any part thereof by any persons Persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person Person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"), or (iv) advertise the Premises or Lease for Transfers. If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice shall include: (the “Transfer Notice”) shall include (ia) the proposed effective date of the Transfer, (which shall not be less than thirty (30) days nor more than one hundred eighty (180) 180 days after the date of delivery of the Transfer NoticeTenant's notice), (iib) a description of the portion of the Premises to be transferred Transferred (herein called the “"Subject Space”"), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”name, as that term is defined in Section 14.3 below, in connection with such Transfer, the name address and address of background information concerning the proposed Transferee, and a true and complete copy of all existing executed and/or proposed documentation pertaining to the proposed TransferTransfer documentation, and (ivd) current financial statements (balance sheets and income/expense statements for the current and prior three (3) years) of the proposed Transferee Transferee, in form and detail reasonably satisfactory to Landlord, certified by an officer, partner or owner thereofof the Transferee, and any other information reasonably required by Landlord which will to enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, complying with this Article shall at Landlord’s option, 's option be null, void and of no effect, and shall, at Landlord’s option, or shall constitute a default by Tenant Default under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay a reasonable fee (but not less than $500.00) towards Landlord’s reasonable 's review and processing feesexpenses, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord within ten (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (3010) days after written request by Landlord.

Transfers. Tenant shall notnot by operation of law or otherwise, (a) assign, transfer, mortgage, pledge, hypothecate or otherwise encumber this Lease, the Premises or any part of or interest in this Lease or the Premises, (b) grant any concession or license within the Premises, (c) sublet all or any part of the Premises or any right or privilege appurtenant to the Premises, or (d) permit any other party to occupy or use all or any part of the Premises (collectively, a “Transfer”), without the prior written consent of Landlord, assignwhich consent shall not be unreasonably withheld, mortgageconditioned or delayed. This prohibition against a Transfer includes, pledgewithout limitation, hypothecate, encumber, (i) any subletting or permit any lien to attach to, or assignment which would otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder occur by operation of law, sublet the Premises merger, consolidation, reorganization, transfer or other change of Tenant’s corporate or proprietary structure; (ii) an assignment or subletting to or by a receiver or trustee in any part thereoffederal or state bankruptcy, insolvency, or enter into any license other proceedings; (iii) the sale, assignment or concession agreements transfer of all or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (substantially all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made assets of Tenant with or sought to be made is hereinafter sometimes referred to as without specific assignment of Lease; or (iv) the change in control in a “Transferee”)partnership. If Tenant desires requests Landlord’s consent to any Transfer, then Tenant shall notify provide Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) with a written description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms and conditions of the proposed Transfer Transfer, copies of the proposed documentation, and the consideration therefor, including calculation following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the “Premises; a copy of the proposed sublease or assignment agreement; banking, financial and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee’s creditworthiness and character. Landlord’s consent to a Transfer Premium”shall not release Tenant from performing its obligations under this Lease, but rather Tenant’s transferee shall assume all of Tenant’s obligations under this Lease in a writing satisfactory to Landlord, and Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights as that term is defined in Section 14.3 belowto any subsequent Transfer. While the Premises or any part thereof are subject to a Transfer, Landlord may collect directly from such transferee all rents or other sums relating to the Premises becoming due to Tenant or Landlord and apply such rents and other sums against the Rent and any other sums payable hereunder. If the aggregate rental, bonus or other consideration paid by a transferee for any such space exceeds the sum of (y) Tenant’s Rent to be paid to Landlord for such space during such period and (z) Tenant’s costs and expenses actually incurred in connection with such Transfer, including reasonable brokerage fees, reasonable costs of finishing or renovating the name space affected and address reasonable cash rental concessions, which costs and expenses are to be amortized over the term of the proposed TransfereeTransfer, then fifty percent (50%) of such excess shall be paid to Landlord within fifteen (15) days after such amount is earned by Tenant. Such arrearage amounts in the case of a sublease shall be calculated and adjusted (if necessary) on a Lease Year (or partial Lease Year) basis, and a copy of all existing executed and/or proposed documentation pertaining there shall be no cumulative adjustment for the Term. Landlord shall have the right to audit Tenant’s books and records relating to the proposed Transfer, and (iv) current financial statements . Tenant authorizes its transferees to make payments of the proposed Transferee certified by an officer, partner or owner thereof, rent and any other information reasonably required by sums due and payable, directly to Landlord which will enable upon receipt of notice from Landlord to determine the financial responsibility, character, and reputation do so. Any attempted Transfer by Tenant in violation of the proposed Transferee, nature terms and covenants of such Transferee’s business and proposed use of this Article IX shall be void. In the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute event that Tenant requests that Landlord consider a default by Tenant under this Lease. Whether sublease or not Landlord consents to any proposed Transferassignment hereunder, Tenant shall pay (i) Landlord’s reasonable review and processing feesdocumented expenses, as well as any not to exceed Five Hundred and No/l00 Dollars ($500.00) per transaction, actually incurred in connection with the consideration of such request and (ii) all reasonable professional attorneys’ fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) costs incurred by Landlord in connection with the consideration of such request or such sublease or assignment. Notwithstanding any provision to the contrary, Tenant may assign this Lease or sublet the Premises without Landlord’s consent (not i) to exceed $3,500 any corporation or other entity that controls, is controlled by or is under common control with Tenant; (ii) to any corporation or other entity resulting from a merger, acquisition, consolidation or reorganization of or with Tenant; (iii) in connection with the aggregate for any particular Transfersale of all or substantially all of the assets of Tenant so long as Tenant provides evidence to Landlord in writing that such assignment or sublease complies with the, criteria set forth in (i), within thirty (30ii) or (iii) above and provided the following conditions are met: (1) the net worth of the transferee is equal to or greater than the Tenant’s net worth on the date of this Lease, (2) if Tenant remains in existence as a separate legal entity following the transfer, it shall not be released from liability under this Lease, (3) the transferee shall assume in a writing delivered to Landlord all of Tenant’s obligations under the Lease effective upon the consummation of this transfer, and (4) Tenant shall give written notice to Landlord of the proposed transfer at least fifteen (15) days after written request by Landlordin advance of the consummation thereof. Any transferee that meets the criteria in this paragraph shall hereinafter be referred to as a “Permitted Transferee”.

Transfers. Tenant shall not, without Without the prior written consent of LandlordLender which will not be unreasonably withheld or delayed, assignneither Owner or Borrower nor any other Person having an ownership or beneficial interest, direct or indirect, in Owner or Borrower or the general partner or managing member of Owner or Borrower, as applicable, shall (a) directly or indirectly sell, transfer, convey, mortgage, pledge, hypothecateor assign the Collateral Property, encumber, or permit any lien to attach to, or otherwise transfer, this Lease part thereof or any interest hereundertherein (including any ownership interest in Owner or Borrower or such general partner or managing member, permit as applicable, (a "Transfer"), (b) further encumber, alienate, xxxxx x Xxxx or grant any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet in the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises Collateral Property or any part thereof (including any ownership interest in Owner or Borrower and such general partner or managing member), whether voluntarily or involuntarily or (c) enter into any easement or other agreement granting rights in or restricting the use or development of the Collateral Property which may have a material adverse effect on the Collateral Property. (a) Notwithstanding the foregoing prohibition on Transfers, the Lender shall grant a consent to the Transfer by any persons other than Tenant and or all Borrower(s) or Owner of its employees and contractors (interests in any or all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” Collateral Properties that such Borrower or Owner owns and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include assumption of the Loan by the transferee upon reasonable satisfaction of the following conditions: (i) No Default or Event of Default shall have occurred or be continuing; (ii) Borrower shall deliver to Lender any documents reasonably required by Lender to evidence the assumption of this Agreement, the Note, the Mortgages and the other Loan Documents by the proposed effective date transferee, subject to the provisions of Section 11.1 of this Agreement; (iii) Borrower shall pay all of Lender's reasonable costs and expenses incurred in connection with the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery Lender's consent and approval of the Transfer Notice, in accordance with Section 6.15; (iiiv) Borrower shall deliver to Lender a description of the portion of the Premises to be transferred Rating Comfort Letter; (the “Subject Space”), (iiiv) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection Borrower shall deliver an non-consolidation opinion with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining regard to the proposed Transfertransferee and its partners or members, as the case may be, in form and substance reasonably satisfactory to Lender; (vi) The proposed transferee must be a Special Purpose Entity and comply with the representations and covenants contained in Sections 5.1.1 and 5.1.39 of this Agreement; (vii) In the case of (A) a transfer by Owner, the Borrower shall at all times be a wholly-owned subsidiary of Owner (B) a transfer by Borrower, the Owner shall retain one hundred percent (100%) ownership in the Borrower, and (iv) current financial statements Owner shall at all times guaranty the Obligations of Borrower on the same terms as of the proposed Transferee certified by an officerdate hereof; and (viii) Such other conditions as Lender shall determine in its reasonable discretion to be in the interest of Lender, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’Lender's approval of the creditworthiness, accountants’reputation and qualifications of the proposed transferee with respect to the Loan and the Collateral Property. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon the Transfer of the Collateral Property or any part thereof without Lender's consent. This provision shall apply to any Transfer of the Collateral Property regardless of whether voluntary or not, architects’, engineers’ and consultants’ fees) incurred by Landlord (or whether or not Lender has consented to exceed $3,500 in any previous Transfer of the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.Collateral

Transfers. Tenant shall not, without the prior written consent of Landlord, : (1) assign, mortgage, pledge, hypothecate, encumbertransfer, or permit any lien to attach to, or otherwise transfer, encumber this Lease or any estate or interest hereunderherein, permit any assignment, whether directly or other transfer of this Lease or any interest hereunder by operation of law; (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization; (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant; (4) sublet any portion of the Premises; (5)grant any license, concession, or other right of occupancy of any portion of the Premises; or (6)permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 10(a)(1) through Section 10(a)(6) being a “Transfer”). Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right, without the prior written consent of Landlord, but with written notice to Landlord prior thereto, or as promptly as reasonably practical thereafter, to assign this Lease or sublease all or any part thereofportion of the Premises (i) to any Affiliate of Tenant, or enter into (ii) in connection with a sale or transfer of all or substantially all of the assets, stock or ownership interests of Tenant, or (iii) to an entity which has a tangible net worth, as evidenced by certified financials delivered to Landlord, equal or greater to that of Tenant’s tangible net worth as of the date of this Lease (any license Transfer described in subclauses (i) through (iii) being referred to herein as a “Permitted Transfer”) and a transferee in connection with a Permitted Transfer a “Permitted Transferee”), provided that: (x) within five (5) business days after the effective date of such assignment or concession sublease, Tenant shall give notice to Landlord, which notice shall include the full name and address of the Permitted Transferee, and shall provide Landlord with copies of all agreements executed between Tenant and the Permitted Transferee with respect to the Premises, and evidence that such Permitted Transferee has obtained the OFFICE LEASE AGREEMENT Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx Arcutis, Inc. 14 insurance required under this Lease; (y) within ten (10) business days after Landlord's written request, Tenant shall provide such documents or otherwise permit information which Landlord reasonably requests for the occupancy purpose of substantiating whether or not the Transfer meets the Permitted Transfer criteria in subsections (i), (ii) or (iii) above; and (z) such Permitted Transferee must use of the Premises for the Permitted Use set forth in this Lease and shall in no event use the Premises or any part thereof by in violation of applicable Laws or any persons other than Tenant and its employees and contractors (all of then current exclusives or prohibited uses binding on the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)Premises. If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's reasonable costs and reasonable attorney’s reasonable review fees in reviewing such assignment but in no such event shall such costs and processing fees, as well as any reasonable professional fees exceed Three Thousand Five Hundred Dollars (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer3,500), within thirty (30) days after written request by Landlord.

Transfers. Except for any lease to a sub-tenant pursuant to the Landlord approved form of the “Suite License Agreement” attached hereto as Exhibit G and subject to Section 10.7 below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, encumber or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, or sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires To request Landlord’s consent to any TransferTransfer requiring such consent under the provisions of this Section 10, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (30) days nor more than one hundred eighty (18045) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, ,” as that term is defined in Section 14.3 10.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibilitycapacity, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer requiring but made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a material default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional legal fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer)connection with such review, within thirty (30) days after written request by Landlord, which fees shall not exceed $1,000.