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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ 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, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (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 correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 shall grant consent, within thirty (30) days 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 prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, 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’ shall desire Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice 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”)) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (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, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor 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) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store an executed estoppel certificate from Tenant in the Premises, and (vi) such other information form attached hereto as Landlord may reasonably require. 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 grant pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days alter after 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 prior written consent of Landlord, except as otherwise expressly provided herein, 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 permit the use of the Premises by any persons other than Tenant and its employees (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’ shall desire Where Landlord’s 's consent to a proposed Transfer is required under this Article 14, if Tenant desires Landlord'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 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”"SUBJECT SPACE"), (iii) all of the material 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, (v) a list and any other information reasonably required by Landlord to determine the financial responsibility, character, and reputation of Hazardous Materials, certified by the proposed Transferee to be true Transferee, nature of such Transferee's business and correct, that proposed use of the proposed Transferee intends to use or store in the PremisesSubject Space, and (vi) 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 shall grant consent, within thirty (30) days 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.PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems]

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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ 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 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, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing 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, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 Section 19.1.7 of this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall grant consentpay Landlord’s review and processing fees, as well as any reasonable legal fees incurred by Landlord, within thirty (30) days alter after 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 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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ 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 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 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, (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, (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store an executed estoppel certificate from Tenant in the Premisesform attached hereto as Exhibit E, and (vi) 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 shall grant consent, within thirty (30) days 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 TransferSection 19.1.

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 such foregoing 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 permit other proceedings; (iii) the use sale, assignment or transfer of all or substantially all of the Premises by any persons other than assets of Tenant, with or without specific assignment of Lease; (iv) the change in control in a partnership; or (v) conversion of Tenant to a limited liability entity. If Tenant converts to a limited liability entity without obtaining the prior written consent of Landlord: (i) the conversion shall be null and void for purposes of the Lease, including the determination of all obligations and liabilities of Tenant and its employees partners to Landlord; (ii) all partners of Tenant immediately prior to its conversion to a limited liability shall be fully liable, jointly and severally, for obligations of Tenant accruing under this Lease pre-conversion and post-conversion, and all members and other equity holders in Tenant post-conversion shall be fully liable for all obligations and liabilities of Tenant accruing under the foregoing Lease after the date such members and other equity holders are hereinafter sometimes referred admitted to collectively the limited liability entity as “Transfers” if such person or entity had become a general partner in a partnership; and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)(iii) Landlord shall have the option of declaring Tenant in default under this Lease. If Tenant’ shall desire Tenant requests Landlord’s '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, the name and address copies of the proposed Transfereedocumentation, 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 all existing and/or the proposed documentation pertaining 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. In addition to its right to approve or reject the proposed Transfer, (iv) current financial statements of Landlord shall have 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 correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 upon written notice to Tenant under this Lease. Whether or not Landlord shall grant consent, within thirty (30) days alter written request after the receipt of such information concerning the proposed transferee, to (x) sublease the applicable space on the terms and conditions of this Lease or (y) in the case of a proposed assignment or proposed subletting for all or substantially all of the Term, to terminate this Lease as to the space so affected as of the date of the proposed assignment or such subletting, in which event the provisions of this Lease governing such space shall terminate (except for any provisions that pursuant to this Lease expressly survive such termination); provided, however, that -------- ------- Landlord's rights set forth in this sentence shall not apply if (A) the proposed subletting is for less than fifty percent (50%) of the Premises and (B) the proposed term of such subletting is for less than a four (4) year term (including any renewal terms). 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, 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 Landlorda 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 space affected and reasonable cash rental concessions, which costs and expenses are to be amortized over the term of the Transfer, then fifty percent (50%) of such excess shall be paid to Landlord within thirty (30) days after such amount is earned by Tenant. Such overage amounts in the case of a sublease shall be calculated and adjusted (if necessary) on a Lease Year (or partial Lease Year) basis, and there shall be no cumulative adjustment for the Term. Landlord shall have the right to audit Tenant's books and records relating to the Transfer. Tenant authorizes its transferees to make payments of rent and any other sums due and payable, directly to Landlord upon receipt of notice from Landlord to do so. Any attempted Transfer by Tenant in violation of the terms and covenants of this Article IX shall be void and shall constitute a default by ---------- Tenant under this Lease. In the event that Tenant requests that Landlord consider a sublease or assignment hereunder, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.00) to reimburse Landlord for its review Landlord's reasonable attorneys' fees and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees costs incurred by Landlord in connection with Tenant’s proposed Transferthe consideration of such request or such sublease or assignment.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (such consent not to 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’ shall desire 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, 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, in a form reasonably approved by Tenant, (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) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store an executed estoppel certificate from Tenant in the Premises, and (vi) such other information form attached hereto as Landlord may reasonably require. 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 Except in connection with any proposed Permitted Transfer (as defined below), 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) actually incurred by Landlord, but not Landlord shall grant consentto exceed two thousand dollars ($2,000) with respect to any single Transfer so long as Tenant and the proposed transferee execute Landlord’s standard form of consent document without material negotiation, within thirty (30) days alter after written request by Landlord, Tenant shall pay whether or not Landlord consents 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 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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ 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 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, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfersublease or assignment document, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereofthereof (subject to Landlord executing a reasonable confidentiality agreement), (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the PremisesSubject Space, and (vi) 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 shall grant consent, 908728.01/SD 374622.00146/4-30-21/MLT/bp ActiveUS 186012966v.2 within thirty (30) days alter after written request by Landlord, Tenant shall pay to Landlord One Two Thousand Five Hundred Dollars ($1,500.002,500.00) to reimburse Landlord for its review and processing feesreview, processing, 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 prior written consent of LandlordLandlord (which, as more particularly set forth in Section 14.2, below, 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 employees, invitees 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’ shall desire Tenant requires 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, 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 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 and (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store an executed estoppel certificate from Tenant in the Premises, and (vi) such other information form attached hereto as Landlord may reasonably require. 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 grant consentpay Landlord’s 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, within thirty (30) days alter after written request by Landlord, Tenant shall pay in an amount not to Landlord One exceed Two Thousand Five Hundred and No/100 Dollars ($1,500.002,500.00) in the aggregate, but such limitation of fees shall only apply to reimburse the extent such Transfer is in the ordinary course of business. Landlord for its review and processing fees, and Tenant hereby agree that a proposed Transfer shall also reimburse Landlord for any reasonable legal fees incurred not be considered “in the ordinary course of business” if such Transfer involves the review of documentation by Landlord in connection with Tenant’s proposed Transferon more than two (2) occasions.

Transfers. Tenant Except as expressly contemplated hereby or by the Merger Agreement or as required by a court of competent jurisdiction or by any applicable Law, during the time period from the date hereof through the expiration of the Term, the Stockholder shall notnot (directly or indirectly), without the prior written consent of Landlordsell, transfer, pledge, encumber, assign, mortgage, pledgedistribute, hypothecate, encumbertender or otherwise dispose of, including by way of merger, consolidation, share exchange or similar transaction, whether voluntarily or by operation of law (collectively, a “Transfer”), or permit enforce the provisions of any lien to attach toredemption, share purchase or sale, recapitalization or other agreement with Clearwire or any other person, or otherwise transferenter into any contract, this Lease option or other arrangement or understanding with respect to the voting of or any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Clearwire Shares beneficially owned by the Stockholder, any Clearwire Shares acquired by the Stockholder after the date hereof, any securities exercisable or exchangeable for or convertible into shares of Clearwire Common Stock, any other capital stock of Clearwire or any interest hereunder, permit in any 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 permit the use of the Premises by any persons other than Tenant and its employees (all foregoing. Notwithstanding the foregoing, upon prior written notice to Sprint containing the name of the foregoing are hereinafter sometimes referred transferee and the number of Clearwire Shares Transferred, the Stockholder shall be permitted to collectively as “Transfers” and any person Transfer Clearwire Shares beneficially owned by the Stockholder to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If 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 any member of the Transfergroup disclosed in the Stockholder’s Statement on Schedule 13D to be filed with the SEC disclosing this Agreement, which shall not be less than thirty or to any controlled Affiliate of any such member, provided that such member is a party to a voting agreement with Sprint of even date herewith substantially identical to this Agreement (30) days nor more than one hundred eighty (180) days after the date of delivery and such member certifies to Sprint’s reasonable satisfaction that such transfer is to another member of the Transfer Notice, group disclosed in the Stockholder’s Statement on Schedule 13D to be filed with the SEC disclosing this Agreement or to a controlled Affiliate of such member) or (ii) a description to any Affiliate of the portion of the Premises Stockholder, provided such Affiliate agrees in writing with Sprint to be transferred (the “Subject Space”), (iii) all of bound by the terms of this Agreement pursuant to a joinder or other documentation reasonably satisfactory to Sprint. No such Transfer to any such Affiliate or member or controlled Affiliate of such member shall relieve the proposed TransferStockholder of any of its obligations pursuant to this Agreement. For the avoidance of doubt, the name and address re-registration of the proposed Transferee, and any Clearwire Shares from a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, physical certificate into book-entry form or from book-entry form into a physical certificate will not (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 correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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, itself) constitute a default by Tenant Transfer under this Lease. Whether or not Landlord shall grant consent, within thirty (30) days 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 TransferAgreement.

Transfers. Except as expressly set forth herein, Tenant shall not, without the prior written consent of Landlord, not to 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 (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’ shall desire 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 forty five (3045) 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”), (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, (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, and (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store an executed estoppel certificate from Tenant in the Premises, and (vi) such other information form attached hereto as Landlord may reasonably require. 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 Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall grant consentpay Landlord’s reasonable, out-of-pocket review fees, as well as any reasonable, out-of-pocket professional fees (including, without limitation, reasonable attorneys’, accountants’, architects’, engineers’ and consultants’ fees) actually incurred by Landlord for a Transfer in the ordinary course of business, within thirty (30) days alter after written request by LandlordLandlord with reasonable backup documentation, provided such fees shall not exceed Three Thousand Dollars ($3,000) for any proposed Transfer. In addition, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.00) to reimburse Landlord or pay directly to ▇▇▇▇▇▇▇▇’s mortgagee(s) (as determined by Landlord) for its mortgagee(s)’ actual review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord in connection with Tenantany proposed Transfer if review by ▇▇▇▇▇▇▇▇’s proposed Transfermortgagee(s) is required.

Transfers. Tenant (a) Each transferee or assignee of any Shares subject to this Agreement shall not, without continue to be subject to the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, terms hereof and shall execute and deliver a Joinder pursuant to which such transferee or permit any lien assignee shall confirm their agreement to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder be subject to and bound by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” provisions set forth in this Agreement, and any person to whom any Transfer is made such successor or sought permitted assignee shall be deemed to be made is hereinafter sometimes referred to as a “Transferee”)party hereto in the capacity specified in such Joinder. If Tenant’ The Company shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (not permit the “Transfer Notice”) shall include (i) the proposed effective date transfer of the Transfer, which Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall not be less than thirty (30) days nor more than one hundred eighty (180) days have complied with the terms of this Section 6.2. Each certificate representing the Shares subject to this Agreement if issued on or after the date of delivery this Agreement shall be endorsed by the Company with the legend set forth in Section 6.11. Notwithstanding the foregoing or anything to contrary elsewhere in this Agreement, a transferee of Shares shall not be bound by the Transfer Noticeprovisions of this Agreement or required to execute and deliver a Joinder if such transferee is not, at the time, party to this Agreement in any capacity and provided such transferee receives only Common Stock (iiother than Common Stock issued upon conversion of Preferred Stock) in connection with such transfer from an Investor who is not, at the time, also a description Key Holder or a Transferee Shareholder under this Agreement. (b) With respect to any transfer or assignment of Preferred Stock (or Common Stock issued upon conversion of Preferred Stock) subject to this Agreement made by an Investor prior to the portion date hereof, the transferee or assignee of the Premises such Preferred Stock (or Common Stock issued upon conversion of Preferred Stock) shall be deemed to be transferred (a party hereto as an Investor and a Shareholder under this Agreement, notwithstanding any failure to execute and deliver an adoption agreement, counterpart signature page hereto or other written instrument in the “Subject Space”), (iii) all of form required by the terms of this Agreement in effect as of the proposed date of such transfer or assignment; in addition, any Joinder entered into by such transferee or assignee of such Preferred Stock (or Common Stock issued upon conversion of Preferred Stock), whether or not in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment, shall be deemed to satisfy any requirement of such prior version of this Agreement to enter into an adoption agreement, counterpart signature page hereto or other written instrument of any form. (c) With respect to any transfer or assignment of Shares subject to this Agreement made by a Key Holder prior to the date hereof, which transfer constitutes an Exempt Transfer (as defined below), the transferee or assignee of such Shares shall be deemed to be a party hereto as a Key Holder and a Shareholder under this Agreement, notwithstanding any failure to execute and deliver an adoption agreement, counterpart signature page hereto or other written instrument in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment; in addition, any Joinder entered into by such transferee or assignee of such Shares, whether or not in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment, shall be deemed to satisfy any requirement of such prior version of this Agreement to enter into an adoption agreement, counterpart signature page hereto or other written instrument of any form. (d) With respect to any transfer or assignment of Shares subject to this Agreement made by a Key Holder prior to the date hereof, which transfer does not constitute an Exempt Transfer, the name transferee or assignee of such Shares shall be deemed to be a party hereto as a Transferee Shareholder and address a Shareholder under this Agreement, notwithstanding any failure to execute and deliver an adoption agreement, counterpart signature page hereto or other written instrument in the form required by the terms of this Agreement in effect as of the proposed Transfereedate of such transfer or assignment; in addition, any Joinder entered into by such transferee or assignee of such Shares, whether or not in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment, shall be deemed to satisfy any requirement of such prior version of this Agreement to enter into an adoption agreement, counterpart signature page hereto or other written instrument of any form. (e) For the avoidance of doubt, a Shareholder may constitute a Key Holder, an Investor and/or a Transferee Shareholder under this Agreement, and constituting one type of Shareholder (i.e., as a copy of all existing and/or proposed documentation pertaining to the proposed TransferKey Holder, (ivan Investor or a Transferee Shareholder) 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 correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 Agreement shall not be construed to affect such Shareholder’s status as a different type of a Shareholder (i.e., as a Key Holder, an Investor or not Landlord shall grant consenta Transferee Shareholder), within thirty (30) days alter written request by Landlord, Tenant shall pay provided that such Shareholder continues 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 Transfermeet the definition of such type of Shareholder under this Agreement.

Transfers. Tenant (a) Holder agrees that until the earlier of the consummation of the Closing or the valid termination of the Merger Agreement in accordance with its terms it shall not, and shall cause its Affiliates not to, without the SPAC’s prior written consent of Landlordconsent, assign, mortgage, pledge, hypothecate, encumber, (i) Transfer any or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any 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 permit the use of the Premises by any persons other than Tenant and its employees (all of the foregoing are hereinafter sometimes referred Covered Shares; (ii) grant any proxies or powers of attorney with respect to collectively as any or all of the Covered Shares; or (iii) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Covered Shares in violation of this Agreement. (b) In the event the Business Combination is consummated, Holder shall not Transfer any Equity Securities of the Company Beneficially Owned by it, him or her immediately following the Effective Time (such Equity Securities, the “TransfersShareholder Lock-Up Securities” and any person such obligation not to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant’ shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer NoticeShareholder Lock-up”) during the period commencing on the Closing Date and continuing through the date that is 180 days after the Closing Date. Notwithstanding the foregoing, if, subsequent to the Effective Time, the volume-weighted average price of Company Ordinary Shares on NASDAQ (or the U.S. exchange on which the Company Ordinary Shares are then listed) exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like recapitalization) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date, the Shareholder Lock-Up Securities shall include be released from the Shareholder Lock-up. (c) Notwithstanding the provisions set forth in Sections 2(a) or 2(b), Transfers of the Covered Shares or other Equity Securities of the Company and that are held by Holder or any of his, her or its permitted transferees (that have complied with this Section 2(c)), are permitted (i) in the proposed effective date case of the Transferan entity, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date to any officer, director or affiliate of delivery of the Transfer Notice, Holder; (ii) in the case of an individual, by gift to a description member of such individual’s immediate family or to a trust, the portion beneficiary of the Premises which is a member of such individual’s immediate family, an affiliate of such individual or to be transferred (the “Subject Space”), a charitable organization; or (iii) all in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; provided, however, that in the terms case of the proposed Transferclauses (i) through (iii), the name and address of the proposed Transfereesuch permitted transferees must, and before any such Transfer is effected, enter into a copy of all existing and/or proposed documentation pertaining written agreement with SPAC (if prior to the proposed Transfer, (ivEffective Time) current financial statements of and the proposed Transferee certified by an officer, partner or owner thereof, (v) a list of Hazardous Materials, certified by the proposed Transferee Company agreeing to be true bound by this Agreement (including the provisions relating to voting and correct, transfer restrictions). (d) Holder agrees during the Voting Period to not take or agree or commit to take any action that the proposed Transferee intends to use or store would make any representation and warranty of Holder contained in the Premises, and (vi) 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 shall grant consent, within thirty (30) days 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 Agreement inaccurate in any reasonable legal fees incurred by Landlord in connection with Tenant’s proposed Transfermaterial respect.

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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ 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, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereofthereof (subject to Landlord executing a reasonable confidentiality agreement), (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 shall grant consent, within thirty (30) days alter after written request by Landlord, Tenant shall pay to Landlord One Two Thousand Five Hundred Dollars ($1,500.002,500.00) 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. 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 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 Tenant, its wholly-owned subsidiaries, its Clients and its Business Partners (as defined in Section 14.9 below), and their respective 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’ shall desire 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, (v) a list business credit and personal references and history of Hazardous Materials, certified by the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to be true determine the financial responsibility, character, and correct, that reputation of the proposed Transferee intends to Transferee, nature of such Transferee’s business and proposed use or store in of the Premises, and (vi) such other information as Landlord may reasonably requireSubject 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 grant consentpay 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, within thirty (30) days alter after written request by LandlordLandlord , Tenant provided that such fees shall pay to Landlord One not exceed Two Thousand Five Hundred Dollars ($1,500.002,500) to reimburse Landlord for its review and processing feesany such Transfer request made in the ordinary course, and Tenant no such fee shall also reimburse Landlord for any reasonable legal fees incurred by Landlord be payable in connection with Tenant’s proposed a Permitted Transfer.

Transfers. Tenant shall not, without the prior written consent of Landlord, (except as otherwise provided in Section 14.7 or Section 14.8 below), which consent shall not be unreasonably withheld, conditioned or delayed (subject to the terms of’ 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 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’ shall desire 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 an executed copy of all existing 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 or by a certified public accountant, 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) a list an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Landlord shall approve or disapprove of Hazardous Materials, certified by the proposed Transferee Transfer within ten (10) days (the “Review Period”) after Landlord’s receipt of the applicable Transfer Notice. In the event that ▇▇▇▇▇▇▇▇ fails to notify Tenant in writing of such approval or disapproval within such Review Period, Tenant may send a reminder notice. If Landlord fails to respond within ten (10) additional days after such reminder, Landlord shall be true and correct, that the proposed Transferee intends deemed to use or store in the Premises, and (vi) have approved such other information as Landlord may reasonably requireTransfer. Any Transfer made without Landlord’s prior written consent or, to the extent applicable, ▇▇▇▇▇▇▇▇’s deemed consent as aforesaid, 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 (but other than for failure by Landlord to respond), Tenant shall grant consent, within thirty (30) days alter after written request by Landlord, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.00) to reimburse Landlord for its review all reasonable and processing fees, actual out-of-pocket costs and Tenant shall also reimburse Landlord for any reasonable legal fees expenses incurred by Landlord in connection with Tenant’s its review of a proposed Transfer, provided that such costs and expenses shall not exceed $3,000.00 for a Transfer in the ordinary course of business.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which, as more particularly set forth in Section 14.2, below, 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’ shall desire 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, 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) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store an executed estoppel certificate from Tenant in the Premises, and (vi) such other information form attached hereto as Landlord may reasonably require. 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 grant consentpay Landlord’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, within thirty (30) days alter after written request by Landlord, Tenant shall pay in an amount not to Landlord One exceed Two Thousand Five Hundred and No/100 Dollars ($1,500.002,500.00) in the aggregate, but such limitation of fees shall only apply to reimburse the extent such Transfer is in the ordinary course of business. Landlord for its review and processing fees, and Tenant hereby agree that a proposed Transfer shall also reimburse Landlord for any reasonable legal fees incurred not be considered “in the ordinary course of business” if such Transfer involves the review of documentation by Landlord in connection with Tenant’s proposed Transferon 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 permit the use of the Premises by any persons other than Tenant and its employees (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’ shall desire 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 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 material 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, (v) a list and any other information reasonably required by Landlord to determine the financial responsibility, character, and reputation of Hazardous Materials, certified by the proposed Transferee to be true Transferee, nature of such Transferee's business and correct, that proposed use of the proposed Transferee intends to use or store in the PremisesSubject Space, and (vi) such other information as Landlord may reasonably require. 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 grant consentpay Landlord's review and processing fees, as well as any reasonable legal fees incurred by Landlord, within thirty (30) days alter after written request by Landlord, Tenant which fees shall pay to Landlord not exceed One Thousand Five Hundred and No/100 Dollars ($1,500.001,000.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord a Transfer in connection with Tenant’s proposed Transferthe ordinary course of business.

Transfers. Except as otherwise expressly provided herein, Tenant shall not, without the prior written consent of Landlord, : (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 such foregoing transfer of this Lease or any interest hereunder by operation of lawLaw or otherwise, (ii) sublet the Premises or any part thereof, or (iii) permit the use of the Premises by any persons Persons other than Tenant and its employees (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 for Lease for Transfers. If Tenant’ Tenant 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) 90 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 TransferTransfer and the consideration therefor, the name name, address and address of background information concerning the proposed Transferee, and a true and complete copy of all existing 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, (v) a list and any other information to enable Landlord to determine the financial responsibility, character, and reputation of Hazardous Materials, certified by the proposed Transferee to be true Transferee, nature of such Transferee’s business and correct, that proposed use of the proposed Transferee intends to use or store in the PremisesSubject Space, and (vi) 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, 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 shall grant consent, within thirty (30) days alter written request by Landlord, Tenant shall pay to Landlord One Thousand Five Hundred Dollars a reasonable fee (but not less than $1,500.00500.00) to reimburse Landlord for its towards Landlord’s review and processing feesexpenses, and Tenant shall also reimburse Landlord for as well as any reasonable legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.within thirty (30) days after written request by Landlord. In no event shall any Transferee be: (w) an existing tenant of the

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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ 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 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, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfersublease or assignment document, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereofthereof (subject to Landlord executing a reasonable confidentiality agreement), (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the PremisesSubject Space, and (vi) 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 shall grant consent, within thirty (30) days alter after written request by Landlord, Tenant shall pay to Landlord One Two Thousand Five Hundred Dollars ($1,500.002,500.00) to reimburse Landlord for its review and processing feesreview, processing, 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 prior written consent of Landlord, assign, : (A) mortgage, pledge, hypothecate, encumber, or permit any lien to attach toto this Lease or any interest hereunder without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion; nor (B) without the prior written consent (except as otherwise provided in SECTION 14.7 below) of Landlord, which consent will not be unreasonably withheld, conditioned or delayed, assign, 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 (in Clauses (A) and (B)) are hereinafter sometimes referred to collectively as “TransfersTRANSFERS” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “TransfereeTRANSFEREE”). If Tenant’ shall desire Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer NoticeTRANSFER 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 ninety (18090) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject SpaceSUBJECT SPACE”), (iii) all of the terms TCCs 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, (iv) 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 (ivexcluding confidential information and documents (other than financial information required pursuant to subsection (v) below) as determined by Tenant in its reasonable business judgment), (v) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) a list business credit and personal references and history of Hazardous Materials, certified by the proposed Transferee and any other information required by Landlord which will enable Landlord to be true determine the financial responsibility, character, and correct, that reputation of the proposed Transferee intends to Transferee, nature of such Transferee’s business and proposed use or store in of the Premises, Subject Space and (vi) such other information an executed estoppel certificate from Tenant in the form attached hereto as Landlord may reasonably require. 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 shall grant consentconsents to any proposed Transfer, Tenant shall, within thirty (30) days alter after written request by Landlord, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.00) to reimburse Landlord for its review all reasonable and processing fees, actual out-of-pocket third-party costs and Tenant shall also reimburse Landlord for any reasonable legal fees expenses incurred by Landlord in connection with Tenant’s its review of a proposed Transfer; provided that such costs and expenses shall not exceed One Thousand and No/100 Dollars ($1,000.00) for a Transfer in the ordinary course of business.

Transfers. Tenant During the term hereof, no Party shall notsell, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, transfer or otherwise dispose of, hypothecate or otherwise encumber (voluntarily or involuntarily) (any such sale, transfer, this Lease disposition, hypothecation or any interest hereunder, permit any 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 permit the use of the Premises by any persons other than Tenant and its employees (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 encumbrance being referred to as a “Transferee”"transfer") any Common Stock or Transfer Restricted Equivalents except as expressly permitted in this Section 3.1. (a) Investor or its permitted assigns may transfer shares of Common Stock or Transfer Restricted Equivalents and its rights hereunder to any subsidiary of First Data Corporation or to any Alliance; provided, however, that Investor shall first deliver to the Corporation the written agreement of such subsidiary or Alliance to be bound by the terms and provisions of this Agreement as though a Party; provided, further, that such Alliance shall not be required to bind any of its Affiliates to any of the provisions of this Agreement; provided, further, that any such Alliance shall be allowed to transfer to any of its Affiliates shares of Common Stock and Transfer Restricted Equivalents received from Investor or its Affiliates, if such Affiliate shall deliver to the Corporation the written agreement of such Affiliate to vote any such shares transferred in accordance with the provisions of Section 2.1 of this Agreement. (b) A Party may transfer up to 25,000 shares of Common Stock or Transfer Restricted Equivalents during each calendar quarter, subject to compliance with the requirements of the Securities Act. (c) Any Significant Stockholder may transfer Common Stock or Transfer Restricted Equivalents to any member of such Significant Stockholder's immediate family (including any spouse, parent grandparent, child or grandchild, whether by blood, marriage or adoption), any trust or trustee for the benefit of such person or any entity substantially all of the equity of which is directly or indirectly owned by the transferor and/or one or more of the foregoing persons; provided, however, that such Significant Stockholder shall first deliver to the Corporation a written agreement of such person to be bound by the terms and provisions of this Agreement as though a Party. Any Significant Stockholder may also pledge to a lender in connection with a bona fide personal loan one-third of such Significant Stockholder's Common Stock; provided, however, such Significant Stockholder shall not pledge Common Stock with a market value in excess of $5,000,000 based on the Market Price of the Common Stock on the date of such pledge; provided, further, that so long as any such shares of Common Stock are pledged, such Significant Stockholder shall own at least twice as many shares of Common Stock as have been pledged. (d) No Party may transfer any shares of Common Stock or Transfer Restricted Equivalents except as provided in Section 3.1(a), (b), (c), (d) or (f). If Tenant’ a Party (the "Transferor") proposes to transfer any shares or Transfer Restricted Equivalents pursuant to this Section 3.1(d), the Transferor shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which give written notice (the “"Transferor's Notice") to the Corporation and the other Parties (the "Other Parties") that either it proposes to complete a Market Sale of any or all shares of such Party's Common Stock or it has received a bona fide written offer to purchase any or all shares of such Party's Common Stock or Transfer Notice”Restricted Equivalents and that such Party desires to transfer any or all of such shares or Transfer Restricted Equivalents. In the case of a Market Sale, the Transferor's Notice shall specify the number of shares of Common Stock to be transferred and the Market Price. In the case of all other proposed transfers pursuant to Section 3.1(d), the Transferor's Notice shall specify the proposed transferee thereof, all material terms of the proposed transaction, including the number of shares of Common Stock or Transfer Restricted Equivalents to be transferred and the amount and type of consideration to be received therefor and shall be accompanied by a copy of such bona fide offer. The shares or Transfer Restricted Equivalents proposed to be transferred as set forth in the Transferor's Notice (the "Transfer Securities") shall include be subject to the following options: (i) The Transferor shall offer to sell (the "First Option") all such Transfer Securities to the Other Parties at the Market Price, in the case of a Market Sale, and at the same price per Transfer Security as to be paid by the proposed effective date transferee (or at the cash equivalent as determined pursuant to this Section 3.1(d)(i)), in all other cases. To the extent the consideration to be paid by the proposed transferee consists of assets other than cash, the cash equivalent of such consideration shall be determined reasonably and in good faith by the Corporation. The cash equivalent determination required by the preceding sentence, in any particular instance, shall be made in good faith by the Board of Directors, excluding therefrom any directors designated by the Transferor or the proposed transferee (or any Affiliate thereof), who may be counted for quorum purposes but shall abstain from any such decision, utilizing any method and/or advisory assistance the Board of Directors deems appropriate, and the Corporation shall give the Transferor and the Other Parties written notice of such determination within twenty days after receipt of the TransferTransferor's Notice. Each Other Party may purchase the number of Transfer Securities equal to the product of (A) the aggregate number of Transfer Securities and (B) a fraction with a numerator equal to the number of shares of Common Stock that such Other Party owns on a Fully Diluted Basis and a denominator equal to the number of shares of Common Stock owned in the aggregate, on a Fully Diluted Basis, by the Other Parties. (ii) If any of the Other Parties (A) fails to notify the Transferor within ten days after (i) receipt of the Transferor's Notice, if the consideration to be paid by the proposed transferee is solely cash; or (ii) receipt of notice of the determination by the Board of Directors of the cash equivalent of the consideration to be paid by the proposed transferee that it elects to accept the First Option or (B) by written notice rejects the First Option, in whole or in part, the Transferor shall offer to sell (the "Second Option") the Transfer Securities not so purchased by the Other Parties to the Corporation for cash at the same price as the First Option, and the Transferor shall promptly provide written notice thereof (the "Second Notice") to the Corporation and the Other Parties. The Second Option may be accepted by the Corporation by written notice delivered to the Transferor within the ten days after receipt of the Second Notice. (iii) If the Corporation (A) fails to notify the Transferor within ten days after receipt of the Second Notice that it elects to exercise the Second Option or (B) by written notice rejects the Second Option, in whole or in part, the Transferor shall offer to sell (the "Third Option") the Transfer Securities not purchased pursuant to the First Option or the Second Option for cash at the same price as the First Option to the Other Parties which exercised the First Option in full, and the Transferor shall promptly provide written notice thereof (the "Third Notice") to the Corporation and the Other Parties. Such Other Parties may purchase the number of Transfer Securities as they shall mutually agree, or, in absence of such agreement, that number equal to the product of (A) the aggregate number of Transfer Securities remaining following the First Option and the Second Option and (B) a fraction with a numerator equal to the number of shares of Common Stock that such Other Party owns on a Fully Diluted Basis and a denominator equal to the number of shares of Common Stock owned in the aggregate, on a Fully Diluted Basis, by each Other Party which elects to exercise the Third Option, without reference to the number of shares of Common Stock owned by any Other Party not eligible or declining to exercise the Third Option. Each Other Party eligible to participate in the Third Option shall have ten days to provide written notice to the Transferor of its election to exercise the Third Option. Unless, through exercise of the First Option, the Second Option or the Third Option (collectively, the "Options"), all the Transfer Securities proposed to be less transferred in the Transferor's Notice are to be acquired by the Corporation and Other Parties, the Transferor may transfer any Transfer Securities covered by the Transferor's Notice which are not purchased by the Corporation or the Other Parties in the market, in the case of a Market Sale, and to the proposed transferee upon the terms of such transfer set forth in the Transferor's Notice, in all other cases; provided, however, that such transfer must occur no later than thirty (30) days nor more than one hundred eighty (180) 60 days after the date the Transferor's Notice was received by the Corporation or five days after the expiration or termination of delivery any waiting period applicable to such transfer pursuant to the HSR Act, whichever is later. If any of the Options is exercised, the Transferor shall transfer any such shares or Transfer NoticeRestricted Equivalents (free of all liens and encumbrances except this Agreement) to the respective purchasers thereof within 20 days after the date such offer is accepted by the Corporation and/or Other Parties, as applicable, against delivery by the purchasers of the consideration for such shares; provided, however, that, if the HSR Act is applicable to the Options, such date shall be extended to the date which is five days after the date the applicable waiting period expires or is terminated. (e) Other than transfers pursuant to Section 3.1(b), (c), or (f), or Market Sales pursuant to Section 3.1(d), no transfers of shares of Common Stock or Transfer Restricted Equivalents shall be made unless prior to the consummation thereof, the Party transferring such shares delivers to the Corporation in form reasonably acceptable to the Corporation a written agreement of the proposed transferee to become a Party and be bound by the terms hereof. (f) In the case of any tender or exchange offer made pursuant to Section 14(d) of the Securities Exchange Act of 1934, as amended, any Party shall be permitted (i) on or before December 31, 1999, to tender shares of Common Stock to the offeror if such tender offer or exchange offer is recommended by the Board of Directors and (ii) after December 31, 1999 to tender shares of Common Stock to the offeror whether or not the tender or exchange offer is recommended by the Board of Directors, provided that such Party complies with Section 3.1(d), as modified as follows: (i) a description Party may transfer its shares or Common Stock Equivalents only if the Transferor has delivered the Transferor's Notice not later than ten business days prior to expiration of such tender or exchange offer; (ii) in an exchange offer, when the Board of Directors is required to determine the cash equivalent of the portion consideration being offered, the value of securities which are publicly traded shall be deemed to be the Market Price of such securities on the date of the Premises to be transferred (Transferor's Notice and the “Subject Space”), Board of Directors shall make such determination within two business days of receipt of the Transferor's Notice; and (iii) all the time periods during which the Options may be exercised shall be reduced as follows: the First Option must be exercised within two business days of receipt of the terms Transferor's Notice, the Second Option must be exercised within two business days of receipt of the proposed Transfer, the name and address of the proposed TransfereeSecond Notice, and a copy of all existing and/or proposed documentation pertaining the Third Option must be exercised not later than one business day prior to the proposed Transfer, date the tender or exchange offer is to expire. (ivg) current financial statements Transfers pursuant to Sections 3.1(a) and 3.1(b) shall not be subject to Section 3.1(d). Any purported transfer of the proposed Transferee certified Common Stock or Transfer Restricted Equivalents by an officer, partner or owner thereof, (v) a list of Hazardous Materials, certified Party which is not permitted by the proposed Transferee to foregoing provisions of this Section, or which is in violation of such provisions, shall be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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, force and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord shall grant consent, within thirty (30) days 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 Transfereffect whatsoever.

Transfers. Except with respect to "Permitted Transfers," 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 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’ shall desire Tenant desires Landlord’s 's consent to any Transfer, except with respect to Permitted Transfers, 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, 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) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store an executed estoppel certificate from Tenant in the Premises, and (vi) such other information form attached hereto as Landlord may reasonably require. Exhibit E. Any Transfer requiring Landlord's consent and 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 grant consentpay 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, within thirty (30) days alter after written request by Landlord, Tenant ; provided that such costs and expenses shall pay to Landlord One not exceed Two Thousand Five Hundred and 00/100 Dollars ($1,500.002,500.00) to reimburse for a Transfer in the ordinary course of business. Landlord for its review and processing fees, and Tenant hereby agree that a proposed Transfer shall also reimburse Landlord for any reasonable legal fees incurred not be considered "in the ordinary course of business" if such particular proposed Transfer involves the review of documentation by Landlord in connection with Tenant’s proposed Transferon 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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ 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, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (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 correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 shall grant consent, within thirty (30) days alter after written request by Landlord, Tenant shall pay to Landlord One Two Thousand Five Hundred Dollars ($1,500.002,500.00) 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 prior written consent of Landlord, assign, : (A) mortgage, pledge, hypothecate, encumber, or permit any lien to attach toto this Lease or any interest hereunder without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion; nor (B) without the prior written consent (except as otherwise provided in SECTION 14.7 below) of Landlord, which consent will not be unreasonably withheld, conditioned or delayed, assign, 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 (in Clauses (A) and (B)) 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’ shall desire 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 twenty (3020) days nor more than one hundred eighty ninety (18090) 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 TCCs 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, (iv) 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 (ivexcluding confidential information and documents (other than financial information required pursuant to subsection (v) below) as determined by Tenant in its reasonable business judgment), (v) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) a list business credit and personal references and history of Hazardous Materials, certified by the proposed Transferee and any other information required by Landlord which will enable Landlord to be true determine the financial responsibility, character, and correct, that reputation of the proposed Transferee intends to Transferee, nature of such Transferee's business and proposed use or store in of the Premises, Subject Space and (vi) such other information an executed estoppel certificate from Tenant in the form attached hereto as Landlord may reasonably require. 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 shall grant consentconsents to any proposed Transfer, Tenant shall, within thirty (30) days alter after written request by Landlord, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.00) to reimburse Landlord for its review all reasonable and processing fees, actual out-of-pocket third-party costs and Tenant shall also reimburse Landlord for any reasonable legal fees expenses incurred by Landlord in connection with Tenant’s its review of a proposed Transfer; provided that such costs and expenses shall not exceed One Thousand and No/100 Dollars ($1,000.00) for a Transfer in the ordinary course of business.

Transfers. Except as otherwise 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 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, "co-location" 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’ shall desire 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, 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) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store an executed estoppel certificate from Tenant in the Premises, and (vi) such other information form attached hereto as Landlord may reasonably require. 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 grant consentpay Landlord'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, within thirty (30) days alter after written request by Landlord, Tenant shall pay Landlord not to Landlord One Thousand Five Hundred Dollars (exceed $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 1,000 per Transfer.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (except as otherwise provided in Section 14.8, below), which consent shall not be unreasonably withheld, assign, sublease, 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”), and any such Transferee approved by Landlord shall be referred to as an “Approved Transferee”. If Tenant’ shall desire 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, 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) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store an executed estoppel certificate from Tenant in the Premises, and (vi) such other information form attached hereto as Landlord may reasonably require. 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 grant consentpay 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, within thirty (30) days alter after 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. Except as otherwise provided in 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 or other such foregoing transfer of this Lease or any interest hereunder by operation of law, or sublet the Premises Property or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees thereof (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’ shall desire 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 (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 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 9.03 below, in Industrial Lease—Las Vegas, Nevada ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Las Vegas, Nevada Switch, Ltd. connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing 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, (v) a list and any other information required by Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of Hazardous Materials, certified by the proposed Transferee to be true Transferee, nature of such Transferee’s business and correct, that proposed use of the proposed Transferee intends to use or store in the PremisesSubject Space, and (vi) 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 shall grant consent, within thirty (30) days alter written request by Landlord, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.00) to reimburse Landlord for its Landlord’s review and processing fees, and Tenant shall also reimburse Landlord for as well as any reasonable legal fees incurred by Landlord in connection with Tenant’s proposed Transfersuch review, within thirty (30) days after written request by Landlord, subject to Section 12.02 below.

Transfers. Tenant shall not, without (a) Without the prior written consent of LandlordLender, assignneither Borrower nor any other Person having an ownership or beneficial interest, direct or indirect, in Borrower shall (i) directly or indirectly sell, transfer, convey, mortgage, pledge, hypothecateor assign the 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 Borrower); (ii) further encumber, permit alienate, grant a Lien or grant any assignment other interest in the Property or any par▇ ▇▇▇▇▇▇▇ (▇nclu▇▇▇▇ any ownership interest in Borrower), whether voluntarily or involuntarily; or (iii) enter into any easement or other such foregoing transfer of this Lease agreement granting rights in or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit restricting the use or development of the Premises by any persons other than Tenant and its employees Property. (all of the foregoing are hereinafter sometimes referred b) Borrower may, upon thirty (30) days prior notice 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’ shall desire Landlord’s consent to any TransferLender, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) make immaterial transfers of portions of the Property to any Governmental Authority for dedication or public use, and (ii) grant easements, restrictions covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially adversely effect the utility and operation of the Property or materially adversely effect the value of the Property taken as a whole or materially adversely effect the ability of Borrower to pay the debt secured by the Mortgage. In connection with any transfer, conveyance or encumbrance permitted pursuant to this Section 5.2.13(b), Borrower shall deliver to Lender not less than 30 days prior to the date of such transfer a copy of the proposed effective date instrument of the Transfertransfer, which shall not impose any liability on Lender and shall be reasonably acceptable to Lender in all respects; and if acceptable, Lender shall execute and deliver such instrument, in the case of the transfers referred to in clause (i) above, to release the portion of the Property affected by such transfer from the lien of the Mortgage or, in the case of clause (ii) above, to subordinate the lien of the Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants promptly following receipt by Lender of: (a) payment of costs incurred by Lender in connection therewith; and (b) a certificate from an officer of the general partner or managing member of Borrower stating (x) with respect to any transfer, the consideration, if any, being paid for the transfer provided that if such consideration exceeds $25,000, Borrower shall deliver such consideration to Lender to be applied to the Debt or at Lender's option held as additional collateral for the Loan and (y) that such transfer does not materially adversely effect the utility and operation of the Property or materially adversely effect the value of the Property taken as a whole or materially adversely effect the ability of Borrower to pay the Debt. (c) Following a Securitization, a sale or conveyance by Borrower of all of the Property (but not a mortgage, lien or other encumbrance) is permitted provided that each of the following conditions have been satisfied: (i) no Event of Default shall have occurred and be continuing; (ii) the Person to whom the Property is sold or conveyed satisfies the requirements of a Special Purpose Entity, the transferee is controlled by a Permitted Owner, and not less than 51% of the direct or indirect equity interests in the transferee are owned by a Permitted Owner; (iii) the Rating Agencies shall have confirmed in writing that such sale or conveyance will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization; (iv) Lender has received a non-consolidation opinion which may be relied upon by Lender, the Rating Agencies and their respective counsel, successors and assigns, with respect to the sale or conveyance, which opinion shall be reasonably acceptable to Lender and, after a Securitization, the Rating Agencies; (v) the transferee of the Property shall execute an assumption of all of the obligations of the Borrower under this Agreement, the Mortgage and the other Loan Documents, subject, however, to the provisions of Section 9.4 of this Agreement; (vi) one or more transferee's principals having an aggregate net worth and liquidity reasonably acceptable to Lender (a net worth and liquidity greater than that of Sponsor as of the date hereof shall be acceptable to Lender) shall execute in favor of Lender a Guaranty of Recourse Obligations and an Environmental Indemnity Agreement in form acceptable to Lender; and (vii) Borrower shall give written notice to Lender of the proposed sale or conveyance not later than thirty (30) days nor prior thereto, which notice shall set forth the name of the proposed transferee, identify the owners of such direct and indirect interests of the proposed transferee and set forth the date the sale or conveyance is expected to be effective. Upon satisfaction of the foregoing conditions, Borrower and, provided that it shall not own any interest in the transferee, Sponsor, shall be released from any liability under the Loan Documents following such sale or conveyance of all of the Property, provided that Borrower and Sponsor shall be responsible for any remediation or loss, cost, damage or expense resulting from contamination of the Property with hazardous substances first introduced to the Property prior to the transfer. (d) Following a Securitization, a transfer or sale (but not a pledge, hypothecation, creation of a security interest in or other encumbrance) of direct or indirect ownership interest in Borrower is permitted provided the following conditions have been satisfied: (i) following such transfer one or more Permitted Owners shall control Borrower and own at least 51% of the direct or indirect equity interests in Borrower; (ii) prior to any such transfer or sale of direct or indirect ownership interests in Borrower, if as a result of either of which (and after giving effect to such transfer or sale), more than one hundred eighty (180) days after 50% of the direct or indirect ownership interests in Borrower shall have been transferred to a person or entity not owning at least 50% of the direct or indirect ownership interests in Borrower on the date of delivery of closing, Borrower shall deliver to Lender a non-consolidation opinion which may be relied upon by Lender, the Transfer NoticeRating Agencies and their respective counsel, (ii) successors and assigns, with respect to the proposed transfer or sale, which opinion shall be reasonably acceptable to Lender and, after a description of Securitization, the portion of the Premises to be transferred (the “Subject Space”), Rating Agencies; (iii) all intentionally deleted; (iv) immediately prior to such transfer or sale no Event of Default has occurred and is continuing; (v) if, following such sale or transfer, Sponsor shall no longer directly or indirectly control Borrower, one or more of the terms transferee's principals having an aggregate net worth and liquidity reasonably acceptable to Lender (a net worth and liquidity greater than that of Sponsor as of the date hereof shall be acceptable to Lender) shall execute in favor of Lender a Guaranty of Recourse Obligations and an Environmental Indemnity Agreement in form acceptable to Lender; and (vi) Borrower shall give or cause to be given written notice to Lender of the proposed Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner transfer or owner thereof, (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 sale not Landlord shall grant consent, within later than thirty (30) days alter prior thereto, which notice shall set forth the name of the Person to which the interest in Borrower is to be transferred or sold, identify the proposed transferee and set forth the date the transfer or sale is expected to be effective. Upon satisfaction of the foregoing conditions, if clause (v) shall apply, Sponsor shall be released from any liability under the Loan Documents following such sale or transfer of direct or indirect ownership interest in Borrower, provided that Sponsor shall be responsible for any remediation or loss, cost, damage or expense resulting from contamination of the Property with hazardous substances first introduced to the Property prior to the transfer. (e) Notwithstanding anything to the contrary contained in Section 5.2.13, a transfer or sale (but not a pledge, hypothecation, creation of a security interest in or other encumbrance) in one (1) or a series of transactions of not more than forty-nine percent (49%) of the equity interests in Borrower, directly or indirectly, that does not result in a change of control in Borrower, directly or indirectly, shall not require Lender's consent or Rating Agency confirmation. In connection with any such transfer or sale, Borrower shall give or cause to be given written request by Landlordnotice to Lender of the proposed transfer or sale not later than thirty (30) days prior thereto, Tenant which notice shall set forth the name of the Person to which the interest in Borrower is to be transferred or sold, identify the proposed transferee and set forth the date the transfer or sale is expected to be effective. (f) Borrower and Transferee 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 Lender in connection with Tenant’s proposed Transfer.any transfer or sale pursuant to Section 5.2.13(c) or 5.2.13

Transfers. Notwithstanding any provisions of this Article 13 to the contrary: (a) Tenant shall nothave the right to assign or sublet, without the Landlord’s prior written consent consent, to any parent, subsidiary or affiliate of Landlord, assign, mortgage, pledge, hypothecate, encumberTenant, or permit to any lien partnership, corporation or other business entity into or with which Tenant shall be merged, converted or consolidated or to attach towhich all of Tenant’s assets may be transferred, or otherwise transferto any entity to which Tenant transfers its assets. For purposes of this paragraph, this “Affiliate” shall mean: (i) an entity which owns fifty percent (50%) or more of the outstanding common stock of Tenant, or (ii) an entity which has fifty percent (50%) or more of its common stock owned by Tenant, or (iii) an entity which purchases substantially all of the assets of Tenant and has a net worth equal to or greater than Tenant, or (iv) an entity which is the surviving entity in a merger pursuant to law with the Tenant. Tenant shall have the right to assign the Lease, without Landlord’s prior written consent, to any entity that is the direct successor to Tenant. Notwithstanding, no such assignment shall be made by Tenant to any such entity that cannot fulfill Tenant’s obligations under the Lease. Tenant agrees to notify Landlord in writing within ten (10) days after any such assignment and agrees to execute the necessary Lease or any interest hereunder, permit any documentation between Landlord and Tenant perfecting such assignment or other such foregoing transfer of this Lease sublease. (b) Tenant shall have the right to sublet all or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use a portion of the Premises to an unrelated party with Landlord’s prior written consent, which will not be reasonably withheld or delayed. Landlord and Tenant agree to split any net profit generated by any persons other than Tenant and its employees (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 such sublease on a “Transferee”)50/50 basis. If Tenant’ shall desire Landlord’s consent to any Transfer, 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 with at least thirty (30) days nor more than one hundred eighty prior written notice of its intent to sublease or assign all or part of the Premises. Landlord shall then have fifteen (18015) days after the date following Tenant’s notice of delivery its intent to sublease or assign all or part of the Transfer Notice, (ii) a description premises to notify Tenant of the portion of the Premises its intent to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner approve or owner thereof, (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use disapprove such sublease or store in the Premises, and (vi) 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 shall grant consent, within thirty (30) days 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 Transferassignment.

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 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’ shall desire 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, 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, (v) a list business credit and personal references and history of Hazardous Materials, certified by the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to be true determine the financial responsibility, character, and correct, that reputation of the proposed Transferee intends to Transferee, nature of such Transferee’s business and proposed use or store in of the Premises, and (vi) such other information as Landlord may reasonably requireSubject 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 grant consentpay 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, within thirty (30) days alter after 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 (a) No Transfer shall not, be made without the prior written consent of Landlordall Lenders except for a Permitted Transfer; provided, assignthat, mortgage, pledge, hypothecate, encumber, in the case of a Permitted Transfer: (i) Except with respect to a Permitted Transfer described in clauses (d),(e) or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any 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 permit the use (h) of the Premises by any persons definition of “Permitted Transfer”, no Event of Default shall have occurred and be continuing as of the date of such Permitted Transfer; (ii) Except with respect to a Permitted Transfer described in clauses (d),(e), (f), (g) or (h) of the definition of “Permitted Transfer,” Loan Parties shall have given Agent prior written notice of the proposed Transfer, which notice shall identify the proposed transferee(s) and the proposed percentage interest to be transferred and include the following items: (A) a revised organizational chart of Loan Parties which shall show the effect of such proposed Transfer, which organizational chart shall be in substantially the same form, detail and scope as the Loan Parties’ organizational chart delivered on the Closing Date; (B) drafts (other than Tenant initial or interim drafts) of all consents, notices, instruments of transfer and its employees other documents required to be executed or delivered under the organizational documents of the entity whose ownership interests are being transferred, along with any amendment to the organizational documents of the entity whose ownership interests are being transferred, any consent of the members, partners, shareholders, as applicable, of the entity whose ownership interests are being transferred, and any other instrument of transfer which is entered into or delivered in connection with any such transfer (all and final executed copies of each of the foregoing are hereinafter sometimes referred shall be delivered 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’ shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice Agent within ten (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 (18010) days after the date upon which such Permitted Transfer occurs); and (C) such information as may be reasonably requested by Agent within ten (10) Business Days of delivery receipt of the Transfer Notice, (ii) a description of the portion of the Premises Loan Parties’ notice in order to be transferred (the “Subject Space”), evidence Loan Parties’ compliance with Sections 6.20 and 6.29; (iii) all the proposed Transfer shall not result in Loan Parties, the transferor or the proposed transferee being in default under any Loan Document or under any other agreement, instrument or document of which any of the terms foregoing Persons is a party, either upon such transfer or but for the passage of time or the giving of notice or both; (iv) all taxes (other than income taxes), including, stamp taxes, mortgage recording taxes, transfer taxes, recordation taxes, intangible taxes and other taxes, charges and fees incurred in connection with such Transfer shall have been paid by the transferor or the proposed transferee at the time of such proposed transfer, and if such amounts shall become due as a result of the proposed transferor’s or transferee’s direct or indirect ownership interest in Loan Parties or the Premises, evidence of such payment shall have been delivered to Agent within ten (10) days after such transfer; (v) Agent shall have been or shall be reimbursed for all documented, reasonable out-of-pocket expenses incurred by Agent, if any, in connection with such proposed transfer, including Agent’s Counsel Fees; (b) If, as a result of any Permitted Transfer, any Guarantor no longer owns any direct or indirect interest in Loan Parties, it shall also be a condition hereunder that a replacement guarantor (1) with a Net Worth and Cash or Cash Equivalents (as such terms are defined in the name Recourse Liability Agreement) which is not less than $120,000,000 and address $10,000,000, respectively, (2) which is otherwise satisfactory to the Lenders, (3) which is an Affiliate of the proposed Transfereetransferee and (4) which owns a direct or indirect interest in Loan Parties, shall execute and deliver a copy of all existing and/or proposed documentation pertaining recourse liability agreement (in the same form as the Recourse Liability Agreement) and an environmental indemnity agreement (in the same form as the Environmental Indemnity) on or prior to the proposed date of such Permitted Transfer, (iv) current financial statements of pursuant to which, in each case, the proposed Transferee certified by an officer, partner or owner thereof, (v) a list of Hazardous Materials, certified by the proposed Transferee replacement guarantor/indemnitor agrees to be true liable under each such recourse liability agreement and correct, that environmental indemnity agreement from and after the proposed Transferee intends to use or store date of such Permitted Transfer (whereupon the applicable Guarantor shall be released from any further liability under the Recourse Liability Agreement and Environmental Indemnity from and after the date of such Permitted Transfer and such replacement guarantor/indemnitor shall be the “Guarantor” for all purposes set forth in the Premises, and (vi) 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 shall grant consent, within thirty (30) days 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.Loan Agreement); and

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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ 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, the name and address of the proposed Transferee, and a copy of all existing 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, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. Tenant’s delivery of a Transfer Notice to Landlord shall constitute a representation and warranty by Tenant to Landlord that the information contained in or delivered pursuant to the Transfer Notice is true, correct and complete in all material respects, including the amount of all rent and other consideration to be paid pursuant to the operative agreements relating to the Transfer. If Tenant requests Landlord consent to any Transfer, subject to Section 14.4, Landlord shall grant or withhold such consent in writing within thirty (30) days after Tenant’s request therefor. Tenant’s failure to respond within such thirty (30) day period shall be deemed denial of consent. 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 Each time Tenant requests Landlord’s consent to a proposed Transfer, whether or not Landlord shall grant consent, within thirty (30) days alter after written request by Landlord, as Additional Rent hereunder, 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 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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ Tenant 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, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereofthereof (which Landlord shall treat as confidential and shall not disclose), (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. 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 shall grant consent, within thirty (30) days alter after 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 's proposed Transfer.

Transfers. Tenant shall not, not do any of the following (each a "TRANSFER") 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 such foregoing 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 the Premises all or any part thereofportion of the Premises, (5) grant any license, concession, or other right of occupancy of all or any portion of the Premises, or (6) permit the use of the Premises by any persons parties other than Tenant. Tenant and its employees (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’ shall desire may request Landlord’s 's consent to any Transfer, Tenant shall notify a Transfer by delivering to 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 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, the name and address copies of the proposed Transfereedocumentation, and a copy of all existing and/or proposed documentation pertaining to the following information about the proposed Transfertransferee: its name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's credit worthiness and character. Landlord shall not unreasonably withhold its consent to any requested Transfer if the proposed transferee (ivA) is creditworthy in accordance with Landlord's then-current financial statements credit standards for prospective tenants of the Complex of the proposed Transferee certified by an officer, partner or owner thereoftransferee's type and size, (vB) has a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store good reputation in the Premisesbusiness community, (C) in Landlord's opinion does not compete with any tenant in the Complex, and (viD) such other information as is not another tenant of the Complex; otherwise, Landlord may reasonably requirewithhold its consent in its sole discretion. Any Transfer made Notwithstanding the foregoing, the Tenant named herein ("ADESSO") shall be entitled to assign the entirety of its interest under this Lease to any entity which controls, is controlled by, or is under common control with Adesso, or to any entity which results from a merger of, reorganization of, or consolidation with Adesso ("PERMITTED NEW TENANT"), without Landlord’s prior written 's consent shall, at Landlord’s option, be null, void upon delivering to Landlord an instrument executed by such Permitted New Tenant by which such Permitted New Tenant unconditionally assumes all liabilities and obligations of no effect, and shall, at Landlord’s option, constitute a default by the Tenant under this LeaseLease and agrees to observe and be bound by all terms and provisions hereof. Whether or not Landlord shall grant consent, within thirty (30) days alter written have no right to terminate this Lease or to be paid any consideration in connection with any Transfer to a Permitted New Tenant in accordance with the terms of the foregoing sentence. Concurrently with each request by for Landlord's consent to a Transfer, Tenant shall pay to Landlord One Thousand Five Hundred Dollars (a fee of $1,500.00) 500.00 to reimburse Landlord for its review and processing feesdefray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for any reasonable legal Landlord's attorney fees incurred by Landlord in connection with Tenant’s considering any request for consent to a Transfer. If Landlord consents to a proposed Transfer, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Adesso from its obligations under this Lease, but, rather, Adesso shall remain jointly and severally liable with any transferee for the obligations and liabilities of the tenant under this Lease; following any transfer, Adesso's liabilities and obligations hereunder shall remain primary, rather than in the nature of a guarantee or surety. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against the Rent and falling due hereunder from time to time. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

Transfers. (a) If the Tenant intends to effect a Transfer, in whole or in part, the Tenant shall not, without provide the Landlord with prior written consent notice of Landlordits intention to effect a Transfer, 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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet which written notice shall set out the Premises or any part thereof, or permit the use name of the Premises by any persons other than Tenant proposed Transferee and its employees (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” principals and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant’ shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include accompanied by: (i) such information regarding the proposed effective date of Transferee as the Transfer, which shall Landlord may reasonably require in order to determine whether or 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, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining consent to the proposed Transfer, including, without limitation, information concerning the principals of the Transferee, a detailed breakdown of the proposed Transferee’s, complete credit, financial and business information regarding the proposed Transferee and an original copy of all documents and agreements relating to the proposed Transfer; and (ii) the Landlord’s then current non-refundable administrative fee for considering the Tenant’s request for consent (currently being $[*****], plus HST). Such fee excludes any legal fees and disbursements which the Landlord may incur in connection with a request for its consent. The Landlord shall not be required to consider any request for its consent until such time as it has received all of the preceding information and monies. The Landlord will, within [*****] days after having received such written notice and all such necessary information and monies, notify the Tenant in writing either that: (iii) it consents (subject to the Tenant complying with all of the provisions of this section 13.3 on its part to be complied with) or does not consent to the Transfer; or (iv) current financial statements of it elects to cancel this Lease in preference to giving its consent. If the proposed Transferee certified by an officer, partner or owner thereof, (v) Transfer relates to only a list part of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. Any Transfer made without the Landlord’s prior written consent shallright to cancel this Lease will relate only to such part and, in such event, the Tenant will, at Landlord’s optionits sole cost and expense, arrange for the partitioning of the Premises so as to separate the part being proposed to be nulltransferred from the remainder of the Premises, void and subject to the provisions of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord shall grant consent, within thirty (30) days 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 Transfersection 9.

Transfers. Tenant shall not14.1 The Seller agrees not to directly or indirectly Transfer or enter into any agreement to directly or indirectly Transfer the Santa ▇▇▇▇ Project, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease Mining Rights or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease portion thereof or any interest hereunder by operation right therein, except expressly subject to the satisfaction of law, sublet the Premises all conditions set forth in this Section 14. Any Transfer or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (all of the foregoing are hereinafter sometimes referred purported Transfer that does not comply with this Section 14 shall be void ab initio. The Seller shall be permitted 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’ shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord directly or indirectly, in writing, which notice (the “Transfer Notice”) shall include whole or in part: (i) the proposed effective date Santa ▇▇▇▇ Project, including the Mining Rights or any portion thereof or any right therein; or (ii) its rights and obligations under this Agreement, in each case only so long as the following conditions precedent set forth below are satisfied. If such conditions are satisfied in respect of a Transfer that constitutes a Transfer to a bona fide third party purchaser of the applicable part or parts of the Mining Rights (and not to a mortgagee, chargeholder, encumbrancer or surviving company after completion of a merger, arrangement, consolidation or spin-out transaction), the Seller shall be released from its obligations under this Agreement upon the completion of such Transfer. The conditions precedent are as follows: (a) the Seller shall provide the Buyer with at least 30 days prior written notice of its intent to Transfer; (b) any purchaser, merged company, transferee, successor or assignee shall, as a condition precedent to the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery agree in writing in favour of the Transfer NoticeBuyer (in form and content satisfactory to the Buyer in its sole discretion) to abide by and be bound by this Agreement and all terms, obligations and covenants contained herein; (iic) a description any purchaser, merged company, transferee, successor or assignee shall, in the reasonable judgment of the portion Buyer, have the financial capability and commitment to advance or continue the operation and development of the Premises Santa ▇▇▇▇ Project and shall otherwise be capable of performing the obligations of the Seller under this Agreement; (d) the Buyer, in its judgment in its sole discretion, shall not, as a result of such Transfer, suffer or be reasonably likely to suffer a material adverse effect in relation to the transactions set forth in this Agreement; and (e) any transferee that is a mortgagee, chargeholder or encumbrancer agrees to obtain an agreement in writing in favour of the Buyer from any subsequent purchaser or transferee of such mortgagee, chargeholder or encumbrancer that such subsequent mortgagee, chargeholder or encumbrancer will be transferred (the “Subject Space”), (iii) all of bound by the terms of the proposed TransferAgreement, as applicable and to the extent possible. 14.2 The Seller may relinquish, surrender, abandon or terminate all or any part of the Mining Rights if the Seller reasonably determines that the cost of maintaining such relinquished, surrendered, abandoned or terminated Mining Rights is not justified. If the Seller acquires, reacquires, restakes or relocates any Mining Rights that cover or relate to or are contiguous with or appurtenant to any portion of the Santa ▇▇▇▇ Project that was released, surrendered, abandoned, terminated, lapsed or relinquished, this Agreement shall apply fully to such acquired, reacquired, restaked or relocated portion. 14.3 The Seller may enter into a joint venture with another Person or Persons with respect to the Santa ▇▇▇▇ Project provided that: (a) the Seller shall provide the Buyer with at least 30 days prior written notice of its intent to enter into a joint venture in respect of the Santa ▇▇▇▇ Project; (b) the Seller retains at least a 50% undivided interest in the Santa ▇▇▇▇ Project; (c) the Seller is at all times the operator of the Santa ▇▇▇▇ Project; (d) each joint venture counterparty agrees to sell any and all Refined Bullion attributable to it to the Buyer pursuant to the terms of this Agreement; and (e) each joint venture participant agrees in a document, or documents, acceptable to the Buyer, acting reasonably, with the Seller, the name Buyer and address any other joint venture participant to assume on a joint and several basis with the Seller all of the proposed Transferee, obligations and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (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 correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 duties under this Lease. Whether or not Landlord shall grant consent, within thirty (30) days 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 TransferAgreement.

Transfers. Tenant (a) Prior to the repayment in full of the Note, the Borrower shall notnot assign or attempt to assign the Loan Modification Agreement or any right therein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Property, the Improvements thereon, or any portion thereof or interest therein (referred to hereinafter as a “Transfer”), without prior written approval of the City, except as otherwise permitted in this Note or the Loan Modification Agreement. Consent to one such transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. City shall not unreasonably withhold or delay its consent. If consent should be given, any such transfer shall be subject to this Section 13, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein, subject to the provisions of subsection 13(e)(iii), below. (b) Any such proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the City, to fulfill the obligations undertaken by Borrower in the Loan Modification Agreement and this Note. Any such proposed transferee, by instrument in writing satisfactory to the City and in form recordable among the land records of San Diego County, for itself and its successors and assigns, and for the benefit of the City shall expressly assume all of the obligations of the Borrower under the Loan Modification Agreement, and agree to be subject to all conditions and restrictions applicable to the Borrower in this Note, subject to the provisions of subsection 13(e)(iii). There shall be submitted to the City for review all instruments and other legal documents proposed to affect any such transfer; and if approved by the City its approval shall be indicated to the Borrower in writing. (c) In the absence of specific written agreement by the City, no unauthorized Transfer, or approval thereof by the City, shall be deemed to relieve the Borrower or any other party from any obligations under the Loan Modification Agreement. (d) In the event of a Transfer without the prior written consent of Landlordthe City, assignthe principal balance of the Note, mortgagewith interest, pledgeshall be immediately due and payable in full. (i) As used herein, hypothecate“Transfer” includes the sale, encumbertransfer or conveyance of the Property, the Improvements, or permit any lien to attach toportion thereof or interest therein, or otherwise transferwhether voluntary, this Lease or any interest hereunderinvoluntary, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of lawlaw or otherwise, sublet the Premises or any part thereof, agreement to do so; the execution of any installment land sale contract or permit the use similar instrument affecting all or a portion of the Premises by any persons other than Tenant and its employees (Property or the Improvements; or the lease of all or substantially all of the foregoing are hereinafter sometimes referred to collectively Property or Improvements, except 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’ shall desire Landlord’s consent to any Transferprovided in subparagraph (e)(iii) of this Section 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”), (iii) all of the terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (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 correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 shall grant consent, within thirty (30) days 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 Transferbelow.

Transfers. Tenant shall not, without the prior written reasonable consent of LandlordLandlord except as provided herein to the contrary, 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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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”"). For purposes of this Lease, an "Approved Transferee" shall mean (i) any Affiliate (as defined in Section 14.5 below) that is an assignee of Tenant's entire interest in this Lease, (ii) any other assignee of Tenant's entire interest in this Lease approved by Landlord pursuant to the terms and conditions of this Article 14, and (iii) any sublessee of the entire Office Space portion of the Premises then leased by Tenant for the entire balance of the Lease Term which sublessee is approved by Landlord pursuant to the terms and conditions of this Article 14. In no event shall the terms of a proposed Transfer provide the Transferee with a right of first offer to all or any portion of the Premises. If Tenant’ Tenant 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 substantive terms of the proposed TransferTransfer and the consideration therefor, the name and address of the proposed Transferee, and a copy of all existing 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, (iv) in the case of a proposed assignment of the Lease or a proposed sublease involving three (3) or more floors of the Premises, current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) any other information reasonably required by Landlord, which will enable Landlord to determine the financial responsibility (in the case of a list proposed assignment of Hazardous Materialsthe Lease or a proposed sublease involving three (3) or more floors of the Premises), certified by 804296.08/LAH4321-047/10-7-08/nng/law -▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] character, and reputation of the proposed Transferee to be true Transferee, nature of such Transferee's business and correct, that proposed use of the proposed Transferee intends to use or store in the PremisesSubject Space, and (vi) such other information as Landlord may reasonably require. Landlord shall approve or disapprove of the proposed Transfer within fifteen (15) days after Landlord's receipt of the applicable Transfer Notice. 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 option, constitute a default by Tenant under this Lease. Whether or not Landlord shall grant consent, Tenant shall, within thirty (30) days alter after 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 all reasonable legal fees and expenses incurred by Landlord in connection with Tenant’s its review of a proposed Transfer.; provided, however, in the event that the Transfer is a sublease of other than three (3) or more floors of the Premises and Tenant uses Landlord's approved form to evidence such sublease (with red-lined changes where appropriate), Landlord's legal fees and expenses in connection with the review of such sublease shall not exceed $1,500.00 during the Initial Period, and $3,000.00 during the Extended Term. Notwithstanding anything in this Lease to the contrary, no restriction in any other tenant or subtenant's lease or sublease restricting the subleasing of space to another tenant in the Real Property shall be enforced by Landlord as to Tenant and/or the other tenant or subtenant so as to prevent or restrict an assignment, sublease or sub-sublease to Tenant if either (A) Landlord has no available space in the Building for direct lease to Tenant of comparable size as the proposed space to be assigned to or sublet by Tenant from such other tenant or subtenant (herein, the "Proposed Sublease Space"), or (B) the Proposed Sublease Space is contiguous to any space in the Building then leased by Tenant under this Lease or is located below the 30th floor of the Building (unless Landlord has available space in the Building for direct lease to Tenant of comparable size as the Proposed Sublease Space and such available space consists of space in the Building that was once leased under this Lease but subsequently terminated by Tenant pursuant to Section 2.4 above and/or Section 2.3.3 of the Tenant Work Letter)

Transfers. Tenant Other than as contemplated by the Transaction Term Sheet and the Implementation Steps Memo (or such other transaction structure or means of implementation as directed by the Requisite Consenting Holders in their sole discretion), each Consenting Holder agrees that during the Support Period, it shall not, without the prior written consent of Landlordnot sell, assign, mortgage, pledge, hypothecatetransfer, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer dispose of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ 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”), directly or indirectly, any of the Senior Secured Notes, Convertible Notes, or any right or interest therein (iiicollectively, the “Claims and Interests”) (including grant any proxies, deposit into a voting trust, or enter into a voting agreement with respect to such Claims and Interests), and any purported Transfer shall be void and without effect unless the transferee thereof (a) is an Initial Consenting Holder, (b) is a Related Fund of an Initial Consenting Holder, or (c) any other Person consented to by the Issuer (such consent not to be unreasonably conditioned, withheld, or delayed), provided that, before such Transfer, such transferee shall agree in writing for the benefit of the Parties to become a Consenting Holder and to be bound by all of the terms of this Agreement applicable to Consenting Holders (including with respect to any and all Claims and Interests it already may hold against or in the proposed Issuer before such Transfer) by executing a joinder agreement in the form attached hereto as Exhibit 1 (a “Joinder Agreement”) and delivering an executed copy of the same within two Business Days following such execution, to Ropes, Pillsbury, and ▇▇▇▇ ▇▇▇▇▇▇▇▇, in which event, the name transferee shall be deemed to be a Subsequent Consenting Holder hereunder to the extent of such transferred rights and address obligations and the transferor shall be deemed to relinquish certain of its rights (and be released from certain of its obligations) under this Agreement to the proposed Transfereeextent of such transferred rights and obligations. Each Consenting Holder agrees that any Transfer of any Claim and Interest that does not comply with the terms and procedures set forth herein shall be deemed void ab initio, and a copy each other Party shall have the right to enforce the voiding of all existing and/or proposed documentation pertaining to the proposed Transfer, (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 correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 shall grant consent, within thirty (30) days 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. 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 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 4▇▇▇-▇▇▇▇-▇▇▇▇.5 391174.00001/5-24-21//mem -3▇- ▇▇▇▇▇▇ ▇▇▇▇▇ [Turning Point Therapeutics] 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’ shall desire 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, (v) a list business credit and personal references and history of Hazardous Materials, certified by the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to be true determine the financial responsibility, character, and correct, that reputation of the proposed Transferee intends to Transferee, nature of such Transferee's business and proposed use or store in of the Premises, and (vi) such other information as Landlord may reasonably requireSubject 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 an Event of Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall grant consentpay 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, within thirty (30) days alter after written request by Landlord, Tenant provided that such fees shall pay to Landlord One not exceed Two Thousand Five Hundred Dollars ($1,500.002,500.00) to reimburse Landlord for its review and processing feesany such Transfer request made in the ordinary course of business, and Tenant no such fee shall also reimburse Landlord for any reasonable legal fees incurred by Landlord be payable in connection with Tenant’s proposed a Permitted 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 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 permit the use of the Premises by any persons other than Tenant and its employees (for purposes hereof, “employees” shall include independent contractors, consultants, and partners performing services for Tenant at the Premises without the payment of rent to Tenant and not occupying the Premises pursuant to a sublease or in separately demised space) (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 for Transfers allowed pursuant to Section 14.7. If Tenant’ shall desire 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 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 material terms of the proposed Transfer and the consideration therefor (including calculation of the “Transfer Premium”, as that term is defined in Section 14.3, 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, (v) a list and any other information reasonably required by Landlord to determine the financial responsibility, character, and reputation of Hazardous Materials, certified by the proposed Transferee to be true Transferee, the nature of such Transferee’s business and correct, that proposed use of the proposed Transferee intends to use or store in the PremisesSubject Space, and (vi) 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 Transfer, Tenant shall grant consentpay Landlord’s reasonable review and processing fees, as well as any reasonable legal fees incurred by Landlord, within thirty (30) days alter after written request by Landlord, Tenant shall pay not to Landlord One Thousand Five Hundred Dollars (exceed in the aggregate $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 Transfer2,500 per consent request.

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 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 for the occupancy of the Premises 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’ shall desire 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 consent to Transfer documents in connection with the documentation of any consent to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) a list business credit and personal references and history of Hazardous Materials, certified by the proposed Transferee and any other information required by Landlord which will enable Landlord to be true determine the financial responsibility, character, and correct, that reputation of the proposed Transferee intends to Transferee, nature of such Transferee's business and proposed use or store in of the Premises, and (vi) such other information as Landlord may reasonably requireSubject Space. Any Transfer made without Landlord’s 's prior written consent (to the extent required hereunder) 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 grant consentpay Landlord'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, within thirty (30) days alter after written request by Landlord, Tenant provided, however, the foregoing fees shall pay to Landlord One not exceed Two Thousand Five Hundred and 00/100 Dollars ($1,500.002,500.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord a Transfer in connection with Tenant’s proposed Transferthe 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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ 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 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 material terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining the operative documents to the proposed be executed to evidence such Transfer, (iv) current the most recent audited annual financial statements of the proposed Transferee or, in the case of unaudited financial statements, the most recent annual financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 Each time Tenant requests Landlord’s consent to a proposed Transfer, whether or not Landlord shall grant consent, within thirty (30) days alter after written request by Landlord, as Additional Rent hereunder, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.001,500) 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.Transfer (so long as Tenant utilizes Landlord’s standard form transfer and consent documents without material modification, Landlord legal fees shall not exceed $2,000). Notwithstanding anything to the contrary contained in this Article 14, so long as Tenant delivers to Landlord (i) written notice at least fifteen (15) days prior to the effective date of an assignment or subletting of the Premises to any Permitted Transferee, which notice shall set forth the name of the Permitted

Transfers. Tenant shall notThe Lessee recognizes that the operational experience of the Lessee as set forth in the proposal was given special consideration by the Lessor in the public selection process undertaken by the Lessor for the award of this Lease. Therefore, Lessee agrees that except as permitted pursuant to subparagraphs (a), (b) and (c) below, or as specifically approved pursuant Section 10.14 below, no Transfer may be made, suffered or created by the Lessee, or any Owner without the prior written consent of Landlordthe City Manager which consent shall not be unreasonably withheld or delayed. The City Manager, assignin his sole discretion, mortgagemay, pledge, hypothecate, encumber, or permit any lien to attach but shall not be obligated to, present any request for Transfer to the City Commission for its final approval. The following Transfers shall be permitted hereunder: (a) Any Transfer directly resulting from the foreclosure of Lessee‟s Leasehold Estate, provided that such purchaser or otherwise transfergrantee is an institutional investor or an agent, this Lease designee or any interest hereundernominee of an institutional investor which is wholly owned or controlled by an institutional investor, permit any assignment and that such purchaser or other such foregoing transfer grantee within six (6) months after taking possession of this Lease or any interest hereunder by the Premises, shall have entered into an agreement for the management and operation of law, sublet the Premises or any part thereof, or permit the use of the Premises with an Acceptable Operator or is itself an Acceptable Operator; (b) any Transfer to an Acceptable Operator consented to by any persons other the City Manager; (c) the issuance of stock or stock options to Lessee‟s directors, officers, or employees, provided the stock or stock options issued constitute, in the aggregate, less than Tenant and its employees fifteen percent (all 15%) of the foregoing are hereinafter sometimes referred issued and outstanding stock of Lessee; The Parties hereby acknowledge and agree that anything herein to collectively as the contrary notwithstanding, the “Transfersgoing public” by Lessee, including, but not limited to, the filing of a registration statement with the Securities and any person Exchange Commission, the creation of one or more classes of stock and the offering of shares of stock to whom any the public for purchase, shall not constitute a Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)hereunder and shall not require the consent of the Lessor. If Tenant’ shall desire Landlord’s Any consent to a Transfer shall not waive any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Lessor's rights to consent to a subsequent 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, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (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 correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, in violation of the terms hereof shall be null, null and void and of no force and effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord shall grant consent, within thirty (30) days 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 prior written consent of Landlord, assignwhich shall not be unreasonably withheld if Landlord does not elect to proceed under Section 14.4 below, 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 or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ Tenant 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 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, Transferee and a copy of all existing and/or proposed documentation pertaining operative documents to be executed to evidence such Transfer or the proposed agreements incidental or related to such 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 correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. If there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.1, or (ii) which would cause the proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant's original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and other action under this Article 14 (including Landlord's right of recapture, if any, under Section 14.4 of this Lease). As a condition to Landlord's consent to any proposed assignment of this Lease, Landlord may, at Landlord's sole option, require the assigning Tenant to guaranty the proposed assignee's obligations under this Lease, as assigned; and, if Landlord so elects, the assigning Tenant shall execute a Guaranty of Lease in a form reasonably acceptable to Landlord. 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 shall grant consent, Tenant shall pay Landlord's review and processing fees, as well as any reasonable legal fees incurred by Landlord, (up to a total amount not to exceed $1500) within thirty (30) days alter after written request by Landlord. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Article 14, Tenant's and such Transferee's only remedy shall pay be to Landlord One Thousand Five Hundred Dollars ($1,500.00) to reimburse Landlord for its review and processing feesseek a declaratory judgment and/or injunctive relief, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred Tenant, on behalf of itself and, to the extent permitted by Landlord in connection with Tenant’s law, such proposed TransferTransferee waives all other remedies against Landlord, including without limitation, the right to seek monetary damages or to terminate this Lease.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (except as otherwise provided in Section 14.8 below), which consent shall not be unreasonably withheld, conditioned or delayed (subject to the terms of 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 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, subject to the terms of this Section 14 below (all of the foregoing are hereinafter sometimes referred to 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’ shall desire 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 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, provided that Landlord shall have the right to require Tenant to utilize Landlord's standard consent to Transfer documents in connection with the documentation of Landlord's consent to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereofthereof or by a certified public accountant, (v) a list business credit and personal references and history of Hazardous Materials, certified by the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to be true determine the financial responsibility, character, and correct, that reputation of the proposed Transferee intends to Transferee, nature of such Transferee's business and proposed use or store in of the Premises, and (vi) such other information as Landlord may reasonably requireSubject Space. Any Transfer made without Landlord’s 's prior written consent (or deemed 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 grant consentpay 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, within thirty (30) days alter after written request by LandlordLandlord ("Transfer Fee"), provided, Tenant shall not be required to pay to Landlord One more than Two Thousand Five Hundred Dollars ($1,500.002,500.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord as a Transfer Fee in connection with Tenantany one Transfer in the ordinary course of business, (b) Landlord shall provide supporting documentation for the Transfer Fee, and (c) no Transfer Fee shall be payable by Tenant in the event of any deemed approval of a proposed Transfer following Landlord’s proposed Transferfailure to timely respond as set forth above. The foregoing Transfer Fee cap shall increase by ten percent (10%) after each five (5) year period during the Lease Term.

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 such foregoing transfer of this Lease or any interest hereunder by operation of lawLaw or otherwise, (ii) sublet the Premises or any part thereof, or (iii) permit the use of the Premises by any persons Persons other than Tenant and its employees (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 for Transfers. If Tenant’ Tenant 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 TransferTransfer and the consideration therefor, the name name, address and address of background information concerning the proposed Transferee, and a true and complete copy of all existing and/or proposed documentation pertaining to the proposed TransferTransfer documentation, (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, (ve) at least one favorable financial and business character/reputation reference respecting the Transferee from a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use current or store in the Premisesrecent commercial landlord, and (vif) any other reasonable information to enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such other information Transferee’s business and proposed use of the Subject Space or as Landlord may reasonably requirerequest. 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 shall grant consent, within thirty (30) days alter written request by Landlord, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.00) to reimburse Landlord for its 500 towards Landlord’s review and processing feesexpenses, and Tenant shall also reimburse Landlord for as well as any reasonable legal fees incurred by Landlord in connection with TenantLandlord, within fifteen (15) days after Landlord’s proposed Transferwritten request.

Transfers. Except as expressly provided under Section 14.8, below, Tenant shall not, without the prior written consent of LandlordLandlord (which consent shall be subject to the terms more particularly set forth in 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 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’ shall desire 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 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, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard “consent-to-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) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store an executed estoppel certificate from Tenant in the Premises, and (vi) such other information form attached hereto as Landlord may reasonably require. 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 grant consentpay Landlord’s review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’ and accountants’, fees) incurred by Landlord, within thirty (30) days alter after written request by Landlord, Tenant shall pay in an amount not to Landlord One exceed Two Thousand Five Hundred and No/100 Dollars ($1,500.002,500.00) in the aggregate, but such limitation of fees shall only apply to reimburse the extent such Transfer is in the ordinary course of business. Landlord for its and ▇▇▇▇▇▇ hereby agree that a proposed Transfer shall not be considered “in the ordinary course of business” if such Transfer involves the review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred of documentation with respect to such Transfer by Landlord in connection with Tenant’s proposed Transferon 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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises 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’ Tenant 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, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (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 correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. Any Transfer made without Landlord’s 's prior written consent (or any Transfer purported to be made pursuant to Section 14.8 that actually constitutes a Void Transfer, as defined below) 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. Landlord shall respond to a Transfer Notice within thirty (30) days of its receipt of such Transfer Notice. Whether or not Landlord shall grant consent, within thirty (30) days alter after written request by Landlord, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.001,000.00) 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 's proposed Transfer, not to exceed Two Thousand Five Hundred Dollars ($2,500.00) per Transfer request. Any Transfer in contravention of this Article 14 shall be void and shall constitute an Event of Default. If, without Landlord's consent, this Lease is assigned, or any part of the Premises is sublet or occupied by anyone other than Tenant or this Lease is encumbered (by operation of law or otherwise), Landlord may collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent herein reserved. No such collection shall be deemed a waiver of the provisions of this Article 14, an acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance of Tenant's covenants hereunder, and in all cases Tenant shall remain fully liable for its obligations under this Lease.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, not mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, T▇▇▇▇▇’s interest hereunder. Furthermore, Tenant shall not, without the prior written consent of Landlord, 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 (whether by changes in the ownership or control of Tenant, or any direct or indirect owner of Tenant, whether at one time or at intervals, by sale or transfer of stock, partnership or beneficial interests, or 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 (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’ shall desire 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, 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, (iv) a list of Hazardous Materials (which list shall be certified by the proposed Transferee to be true and correct) that the proposed Transferee intends to use or store in the Premises, and the information described in Section 5.3.2.4 above related thereto, and (v) 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 correct, that the proposed Transferee intends to use or store in the Premisesbusiness credit references, and (vi) a description of the nature of such other information as Landlord may reasonably requireTransferee’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 an Event of Default by Tenant under this Lease; provided that if there is a Transfer, Landlord may collect rent from the Transferee without waiving the prohibition against Transfers, accepting the Transferee, or releasing Tenant from full performance under this Lease. The listing of any name other than that of Tenant, whether on the doors of the Premises or on the Building directory, or otherwise, shall not operate to vest in any such other person, firm or corporation any right or interest in this Lease or in the Premises or be deemed to effect or evidence any consent of Landlord, it being expressly understood that any such listing is a privilege extended by Landlord revocable at will by written notice to Tenant. Whether or not Landlord consents to any proposed Transfer, Tenant shall grant consentpay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, within thirty (30) days alter after 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 TransferL▇▇▇▇▇▇▇.

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 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’ shall desire 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 and/or proposed documentation pertaining to the proposed Transfer (which documentation must by fully executed by the parties thereto), including all operative documents 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, which information is requested within ten (10) business days following Tenant’s submission to Landlord of the items described in clauses (i), (ii), (iii), (iv) of this Section 14.1, and (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store an executed estoppel certificate from Tenant in the Premisesform attached hereto as Exhibit E; provided, and (vi) however, if such other information as estoppel certificate contains statements to the effect that Tenant claims any default, breach, or failure to perform on the part of Landlord may reasonably requireunder this Lease, such fact shall not serve to negate the effectiveness of the Transfer Notice. 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 LeaseLease if not rescinded or terminated within ten (10) business days following notice from Landlord. Whether or not Landlord consents to any proposed Transfer, Tenant shall grant consentpay 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, within thirty (30) days alter after written request by Landlord. If Tenant executes Landlord’s standard form of consent without any changes to this Lease or material changes to the consent, such fees shall not exceed $2,500.00 in the aggregate. However, if Tenant or the transferee request, material changes to Landlord’s standard form of consent or if there are material negotiations related thereto or if this Lease needs to be amended as a result thereof, and if Landlord’s actual reasonable costs and expenses (including reasonable attorney’s fees and costs attributable to time expended by in house counsel, accountants or other personnel of Landlord) exceed $2,500.00, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.00) to reimburse Landlord for its review such reasonable costs and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees expenses incurred by Landlord in connection with Tenant’s proposed its review of the requested 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 its interest hereunderin the Premises, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of lawlaw or otherwise, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the use occupancy of the Premises or any part thereof by any persons other than Tenant and its employees (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’ shall desire 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) in the case of a sublease, license or similar grant of occupancy rights, 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 defined below) for that 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, (iv) current financial statements of the proposed Transferee certified as true and correct by an officer, partner or owner thereofother authorized individual and any other information reasonably required by Landlord to enable Landlord to determine the financial responsibility, character and reputation of the proposed Transferee, nature of the Transferee’s business and proposed use of the Subject Space, and (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store an executed estoppel certificate from Tenant in the Premises, and (vi) such other information form attached hereto as Landlord may reasonably require. 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 grant consentpay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord in connection with any proposed Transfer, within thirty (30) days alter after written request by Landlord, Tenant Landlord (and 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 Transfermake the Advances required under ARTICLE 25).

Transfers. 14.1.1 Tenant shall not, without the prior written reasonable consent of LandlordLandlord except as provided herein to the contrary, 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 such foregoing transfer of this Lease or any interest hereunder by operation of lawlaw except as provided herein, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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”). For purposes of this Lease, an “Approved Transferee” shall mean (i) any Affiliate (as defined in Section 14.5 below) that is an assignee of Tenant’s entire interest in this Lease, (ii) any other assignee of Tenant’s entire interest in this Lease approved by Landlord pursuant to the terms and conditions of this Article 14, and (iii) any sublessee of the entire Office Space portion of the Premises then leased by Tenant for the entire balance of the Lease Term which sublessee is approved by Landlord pursuant to the terms and conditions of this Article 14. 14.1.2 In no event shall the terms of a proposed Transfer provide the Transferee with a right of first offer to all or any portion of the Premises. If Tenant’ 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 substantive terms of the proposed TransferTransfer and the consideration therefor, the name and address of the proposed Transferee, and a copy of all existing 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, (iv) in the case of a proposed assignment of the Lease or a proposed sublease involving three (3) or more floors of the Premises, current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) any other information reasonably required by Landlord, which will enable Landlord to determine the financial responsibility (in the case of a list proposed assignment of Hazardous Materialsthe Lease or a proposed sublease involving three (3) or more floors of the Premises), certified by character, and reputation of the proposed Transferee to be true Transferee, nature of such Transferee’s business and correct, that proposed use of the proposed Transferee intends to use or store in the PremisesSubject Space, and (vi) such other information as Landlord may reasonably require. Landlord shall approve or disapprove of the proposed Transfer within fifteen (15) days after Landlord’s receipt of the applicable Transfer Notice. Any Transfer made without Landlord’s Landlords 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 shall grant consent, Tenant shall, within thirty (30) days alter after 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 all reasonable legal fees and expenses incurred by Landlord in connection with Tenant’s its review of a proposed Transfer; provided, however, in the event that the Transfer is a sublease of other than three (3) or more floors of the Premises and Tenant uses Landlord’s approved form to evidence such sublease (with red-lined changes where appropriate), Landlord’s legal fees and expenses in connection with the review of such sublease shall not exceed $2,500.00 during the initial Lease Term, and $5,000.00 during any extension thereafter. Notwithstanding anything in this Lease to the contrary, no restriction in any other tenant or subtenant’s lease or sublease restricting the subleasing of space to another tenant in the Real Property shall be enforced by Landlord as to Tenant and/or the other tenant or subtenant so as to prevent or restrict an assignment, sublease or sub-sublease to Tenant if either (A) Landlord has no available space in the Building for direct lease to Tenant of comparable size as the proposed space to be assigned to or sublet by Tenant from such other tenant or subtenant (herein, the “Proposed Sublease Space”), or (B) the Proposed Sublease Space is contiguous to any space in the Building then leased by Tenant under this Lease or is located below the 30th floor of the Building (unless Landlord has available space in the Building for direct lease to Tenant of comparable size as the Proposed Sublease Space and such available space consists of space in the Building that was once leased by Tenant under this Lease or the Existing Lease).

Transfers. Subject to the provisions 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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or otherwise permit the occupancy or use of the Premises by any persons other than Tenant Tenant, its Affiliates and its their employees (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”"). Any Transfer with respect to which Landlord's consent is required under this Article 14 and with respect to which such consent requirement is not exempted under this Article 14 is referred to herein as a "Consent Transfer." If Tenant’ shall desire Tenant desires Landlord’s 's consent to any Consent 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 (30a) days nor more in the case of a sublease of less than one hundred eighty 24,000 rentable square feet, ten (18010) business days, (b) in the case of a sublease of 24,000 square feet or more, fifteen (15) business days, and (c) in the case of an assignment of this Lease or any other Transfer, twenty (20) business 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 principal 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 and/or proposed documentation pertaining to the proposed Transfer, including all then existing material, executed operative documents 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 (v) a list to the extent reasonably available, any other reasonable information reasonably and customarily required by landlords of Hazardous MaterialsComparable Buildings in connection with the review of similar Transfers. Subject to the terms of this Article 14, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. Any any Consent 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 option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any Consent Transfer, Tenant shall grant consentpay Landlord's review and processing fees, as well as any reasonable legal fees incurred by Landlord, within thirty (30) days alter after 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 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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ Tenant 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 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”"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 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, (v) a list and any other information required by Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of Hazardous Materials, certified by the proposed Transferee to be true Transferee, nature of such Transferee's business and correct, that proposed use of the proposed Transferee intends to use or store in the PremisesSubject Space, and (vi) such other information as Landlord may reasonably require. Landlord shall approve or disapprove any proposed Transfer within ten (10) business days after Landlord's receipt of the Transfer Notice together with all of the other information required to be provided by Tenant pursuant to this Section 14.1; Landlord's failure to notify Tenant in writing of its disapproval within said ten (10) business day period shall be deemed to constitute Landlord's approval of the Transfer. 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 shall grant consent, Tenant shall pay Landlord's review and processing fees, as well as any reasonable legal fees incurred by Landlord, which total fees shall not exceed $1,000.00 per proposed Transfer, within thirty (30) days alter after 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 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 permit the use of the Premises by any persons other than Tenant and its employees (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’ shall desire 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 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 material terms of the proposed Transfer and the consideration therefor (including calculation of the "Transfer Premium," as defined in Section 14.3, 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, (v) a list and any other information reasonably required by Landlord to determine the financial responsibility, character, and reputation of Hazardous Materials, certified by the proposed Transferee to be true Transferee, nature of such Transferee's business and correct, that proposed use of the proposed Transferee intends to use or store in the PremisesSubject Space, and (vi) such other information as Landlord may reasonably require. 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 grant consentpay Landlord's review and processing fees, as well as any reasonable legal fees incurred by Landlord, within thirty (30) days alter after written request by Landlord. Notwithstanding anything to the contrary herein, 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 may assign this Lease in connection with Tenant’s proposed Transferan acquisition, merger, or sale of substantially all its assets; provided that the assignee agrees in writing to be bound by the terms of, and assume all obligations of Tenant under, this Lease.

Transfers. Except as otherwise specifically provided or permitted in this Article 14, 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 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’ shall desire 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 and/or proposed documentation pertaining to effectuating the proposed 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) a list of Hazardous Materials, certified by an executed estoppel certificate from Tenant stating the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store information set forth in the Premises, and items (via) such other information as Landlord may reasonably requirethrough (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 grant consentpay Landlord’s (or Landlord’s property manager’s) review and processing fees (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 (or Landlord’s property manager), within thirty (30) days alter after written request by Landlord. Notwithstanding the foregoing, in no event shall Tenant shall be required to pay to Landlord One an amount greater than Two Thousand Five Hundred and No/100 Dollars ($1,500.002,500.00) with respect to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal attorneys’ fees incurred by Landlord in connection with Tenanta request for Landlord’s proposed consent to a Transfer, provided such Transfer involves only the preparation of a consent document by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord, assignwhich shall not be unreasonably withheld if Landlord does not elect to proceed under Section 14.4 below, 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 or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ 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 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 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, Transferee and a copy of all existing and/or proposed documentation pertaining operative documents to be executed to evidence such Transfer or the proposed agreements incidental or related to such 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 correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. If there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.1, or (ii) which would cause the proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant’s original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and other action under this Article 14 (including Landlord’s right of recapture, if any, under Section 14.4 of this Lease). If the Transfer Notice informed Landlord that Landlord’s failure to approve or disapprove of the proposed Transfer within fifteen (15) days following Landlord’s receipt of the Transfer Notice would constitute Landlord’s approval of the proposed Transfer, then Landlord’s failure to approve or disapprove of the proposed Transfer within fifteen (15) days following Landlord’s receipt of the Transfer Notice shall constitute Landlord’s approval. 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 shall grant consent, Tenant shall pay Landlord’s review and processing fees (total review and processing fees for any Transfer not to exceed Five Hundred Dollars ($500.00), as well as any reasonable legal fees incurred by Landlord, within thirty (30) days alter after written request by Landlord. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Article 14, Tenant’s and such Transferee’s only remedy shall pay be to Landlord One Thousand Five Hundred Dollars ($1,500.00) to reimburse Landlord for its review and processing feesseek a declaratory judgment and/or injunctive relief, and Tenant Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee waives all other remedies against Landlord, including without limitation, the right to seek monetary damages or to terminate this Lease; provided, however, this waiver shall also reimburse Landlord for any reasonable legal fees incurred by Landlord not apply if Landlord’s conduct was determined to be in connection with Tenant’s proposed Transferbad faith.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (except as otherwise provided in Section 14.8 below), which consent shall not be unreasonably withheld, conditioned or delayed (subject to the terms of 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 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, subject to the terms of this Section 14 below (all of the foregoing are hereinafter sometimes referred to 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’ shall desire 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 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, provided that Landlord shall have the right to require Tenant to utilize Landlord's standard consent to Transfer documents in connection with the documentation of Landlord's consent to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereofthereof or by a certified public accountant, (v) a list business credit and personal references and history of Hazardous Materials, certified by the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to be true determine the financial responsibility, character, and correct, that reputation of the proposed Transferee intends to Transferee, nature of such Transferee's business and proposed use or store in of the Premises, and (vi) such other information as Landlord may reasonably requireSubject Space. Any Transfer made without Landlord’s 's prior written consent (or deemed 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 grant consentpay Landlord's reasonable review and processing fees, as well as 788288.01/WLA 375755-00007/8-9-18//ejw -26- C▇▇▇▇▇▇ HIGHLINE 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [Building 2] Roku, Inc. any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, within thirty (30) days alter after written request by LandlordLandlord ("Transfer Fee"), provided, Tenant shall not be required to pay to Landlord One more than Two Thousand Five Hundred Dollars ($1,500.002,500.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord as a Transfer Fee in connection with Tenantany one Transfer in the ordinary course of business, (b) Landlord shall provide supporting documentation for the Transfer Fee, and (c) no Transfer Fee shall be payable by Tenant in the event of any deemed approval of a proposed Transfer following Landlord’s proposed Transferfailure to timely respond as set forth above. The foregoing Transfer Fee cap shall increase by ten percent (10%) after each five (5) year period during the Lease Term.

Transfers. Except as otherwise specifically provided or permitted in this Article 14, Tenant shall not, without the prior written consent of LandlordLandlord (not to 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 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’ shall desire 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, 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 (provided that Landlord must request such additional information within five (5) business days following the date Tenant delivers the Transfer Notice to Landlord), (v) a list any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of Hazardous Materials, certified by the proposed Transferee 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 be true Landlord of the items described in clauses (i), (ii), (iii), (iv) and correct, that the proposed Transferee intends to use or store in the Premises(vi) of this Section 14.1, and (vi) such other information upon Landlord’s request, an executed estoppel certificate from Tenant in the form attached hereto as Landlord may reasonably require. 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 grant consentpay Landlord’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, provided that such amount shall not be in excess of $2,000.00 in the aggregate, for a Transfer which (as reasonably determined by Landlord) does not require (A) analysis of Transfer documentation, or (B) negotiation of a consent document, within thirty (30) days alter after 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 Without the prior written consent of LandlordLender which will not be unreasonably withheld or delayed, assignneither Borrower nor any other Person having an ownership or beneficial interest, direct or indirect, in Borrower or the general partner or managing member of Borrower shall (a) directly or indirectly sell, transfer, convey, mortgage, pledge, hypothecateor assign any 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 Borrower or such general partner or managing member (a "Transfer"), permit (b) further encumber, alienate, ▇▇▇▇▇ ▇ ▇▇▇▇ or ▇▇▇▇▇ any assignment other interest in any Collateral Property or any part thereof (including any ownership interest in 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 any 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 or all Borrower(s) of its interests in any or all of the Collateral Properties that such foregoing transfer Borrower owns and the 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 Lease Agreement, the Note, the Mortgages and the other Loan Documents by the proposed 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 Lender's consent and approval of the Transfer in accordance with Section 6.15; (iv) Borrower shall deliver to Lender a Rating Comfort Letter; (v) Borrower shall deliver an non-consolidation opinion with regard to the proposed transferee 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; and (vii) Such other conditions as Lender shall determine in its reasonable discretion to be in the interest of Lender, including, without limitation, Lender's approval of the creditworthiness, 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 Borrower's Transfer of any Collateral Property or any part thereof (including any individual Collateral Property) without Lender's consent. This provision shall apply to every Transfer of any Collateral Property regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer of any Collateral Property. (b) Provided no Default or Event of Default has occurred and is continuing under this Agreement or the other Loan Documents, the prior written consent of the Lender and the approval of the Applicable Rating Agencies shall not be required for the following Transfers provided that any reasonable costs and expenses incurred by the Lender in reviewing any such proposed Transfer shall be paid by Borrower, regardless of whether such consent or approval is given by Lender: (i) Any Transfer of any interest hereunder in any Borrower between and among that Borrower's partners or members to Affiliates of such Borrower and Borrower's partners or members; (ii) Any Transfer of interests in any of any Borrower's partners or members (between and among the partners and members); (iii) Any Transfer by devise or descent or by operation of lawlaw upon the death of a partner of any Borrower; or (iv) Any Transfers of limited partnership or membership interests in any Borrower up to an aggregate of fifty percent (50%) of such interests; provided, sublet however that (A) Lender must receive at least sixty (60) days prior written notice of any proposed Transfer pursuant to this subsection; (B) Westfield America Limited Partnership or an approved general partner (collectively, "Westfield") must retain at least fifty percent (50%) ownership interest in the Premises or applicable Borrower and Westfield must, following any part thereofsuch Transfer, or permit the use retain control of the Premises by any persons other than Tenant applicable Borrower and the day to day operations of the applicable Collateral Property; (C) Lender shall have received evidence satisfactory to it that the Borrower and its employees (all partners or members, as the case may be, following such transfer, remain Special Purpose Entities in accordance with the standards of the Applicable Rating Agencies; and (D) If requested by Lender, Lender shall have received a non-consolidation opinion with regard to the proposed transferee and its partners or members, as the case may be, in form and substance satisfactory to Lender. (c) Notwithstanding the foregoing are hereinafter sometimes referred restrictions on Transfers, nothing contained in this Agreement or the other Loan Documents shall in any way restrict or prohibit, nor shall any notice to collectively as “Transfers” and any person to whom any Transfer is made Lender or sought to consent of Lender be made is hereinafter sometimes referred to as a “Transferee”). If Tenant’ shall desire Landlord’s consent to any Transferrequired in connection with, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date transfer or issuance of the Transferany securities or interests in Westfield America, which shall not be less than thirty Inc. (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice"WEA"), (ii) a description the merger or consolidation of the portion of the Premises to be transferred (the “Subject Space”), WEA (iii) all the transfer or issuance of any securities or interests in Westfield America Limited Partnership ("▇▇▇▇") or (iv) the merger or consolidation of ▇▇▇▇. With respect to the events set forth in subsections (iii) and (iv) hereof, to the extent that such transfers, issuance of securities or interests, merger or consolidation of ▇▇▇▇ result in a change of ownership or control in ▇▇▇▇, the Borrower must be owned and controlled by an entity that provides the same expertise as ▇▇▇▇ in conducting business of the terms nature currently conducted by ▇▇▇▇. Prior to completing any action with respect to ▇▇▇▇ pursuant to subsections (iii) and (iv) hereof that will result in a change in control of the proposed Transfer▇▇▇▇, the name and address of the proposed Transferee, Borrower must deliver to Lender a Rating Comfort Letter and a copy of all existing and/or proposed documentation pertaining non-consolidation opinion with regard to the proposed Transfertransferee and its partners or members, (iv) current financial statements of as the proposed Transferee certified by an officercase may be, partner in form and substance satisfactory to Lender, provided that no Rating Comfort Letter or owner thereof, (v) a list of Hazardous Materials, certified by the proposed Transferee to non-consolidation opinion shall be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 shall grant consent, within thirty (30) days 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 required in connection with Tenant’s proposed Transfersubsection (i) or (ii) hereof. (d) In accordance with the provisions of the entity documents of each Borrower, in no event shall the provisions of this Section 7.7 be amended or modified in any manner until such time as the Borrower has obtained a Rating Comfort Letter.

Transfers. Tenant shall not, without the prior written consent of LandlordMiramar, 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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (all of the foregoing are hereinafter sometimes referred to in this Lease 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’ shall desire Landlord’s Tenant desires Miramar's consent to any Transfer, Tenant shall notify Landlord Miramar 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 material terms of the proposed Transfer and the consideration therefor (including calculation of the "Transfer Premium", as that term is defined to 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, (v) a list and any other information reasonably required by Miramar to determine the financial responsibility, character, and reputation of Hazardous Materials, certified by the proposed Transferee to be true Transferee, nature of such Transferee's business and correct, that proposed use of the proposed Transferee intends to use or store in the PremisesSubject Space, and (vi) such other information Information as Landlord Miramar may reasonably require. Any Transfer made without Miramar's prior Initial Here: Tenant: -------------- 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 shall grant consent, within thirty (30) days 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 prior written consent of LandlordLandlord (except as otherwise provided in Section 14.8, below), which consent shall not be unreasonably withheld, assign, sublease, 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 ▇▇ ▇▇▇ ▇▇▇▇▇▇ STAR WAY(Single-Tenant Lease Form)[Rovi Corporation] 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 such Transferee approved by Landlord shall be referred to as an "Approved Transferee". If Tenant’ shall desire 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, (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) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store an executed estoppel certificate from Tenant in the Premises, and (vi) such other information form attached hereto as Landlord may reasonably require. 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 option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall grant consentpay 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, within thirty (30) days alter after 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 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 permit the use of the Premises by any persons other than Tenant and its employees (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’ shall desire 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 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 material 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, (v) a list and any other information reasonably required by Landlord to determine the financial responsibility, character, and reputation of Hazardous Materials, certified by the proposed Transferee to be true Transferee, nature of such Transferee's business and correct, that proposed use of the proposed Transferee intends to use or store in the PremisesSubject Space, and (vi) such other information as Landlord may reasonably require. 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 shall grant consent, within thirty (30) days alter written request by Landlord, Tenant shall pay consents 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 prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, 811311.04/WLA 378421-00002/2-14-20/mem/mem -34- ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ [Akero Therapeutics, Inc.] 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 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’ shall desire 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, 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, (v) a list business credit and personal references and history of Hazardous Materials, certified by the proposed Transferee and any other information required by Landlord which will enable Landlord to be true determine the financial responsibility, character, and correct, that reputation of the proposed Transferee intends to Transferee, nature of such Transferee’s business and proposed use or store in of the Premises, and (vi) such other information as Landlord may reasonably requireSubject 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 after the expiration of any applicable notice and cure period expressly set forth in this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall grant consentpay Landlord’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, not to exceed Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) for a Transfer in the ordinary course of business, within thirty (30) days alter after 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 No Borrower shall notTransfer any of its real or personal property or issue or cause or permit a direct or indirect Transfer or Lien upon its own direct or indirect Equity Interests, without except for the following: (a) In each case to the extent entered into in the ordinary course of business and made to a Person that is not an Affiliate of any Borrower, (i) Transfers of Cash Equivalents for property or services of equivalent value, (ii) inventory or property that has become obsolete or worn out and (iii) non-exclusive licenses of Intellectual Property; (i) any Transfer of any personal property (other than their own Equity Interests or Equity Equivalents) by any Borrower to any other Borrower to the extent any resulting Investment constitutes a Permitted Investment, (ii) any Restricted Payment by any Borrower permitted pursuant to Section 8.5, (iii) any distribution by Parent of the proceeds of Restricted Payments from any other Borrower to the extent permitted in Section 8.5, and (iv) any transaction permitted pursuant to Section 8.9; (c) so long as no (x) monetary Default or other Event of Default has occurred and is continuing, (y) no Change of Control shall result therefrom and (z) upon at least thirty (30) days’ prior written consent notice to the Administrative Agent, (i) Transfer by any Borrower (other than Parent) of Landlordits own Equity Interests to Parent, assign(ii) any direct or indirect Transfer by Parent of its own Equity Interests or Transfer of Parent’s Equity Interests among the Permitted Investors, mortgage(iii) any direct or indirect Transfer by Parent of its own Equity Interests to any Person other than the Permitted Investors; provided, pledgehowever, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer in the case of this Lease or any interest hereunder by operation of lawclause (iii), sublet the Premises or any part thereof, or permit the use if such Transfer consists of the Premises by any persons other Transfer of greater than Tenant 20% of such interests of Parent (with the express understanding that no Transfer is permitted if a Change of Control shall result therefrom), such Transfer shall be subject to the approval of the Lenders in accordance with their reasonable standards with respect to (A) previous relationships between such Lender and the proposed transferee, (B) the reputation for integrity, honesty and veracity of the proposed transferee and its employees principals, owners, officers and directors, and (all of C) OFAC, money-laundering, anti-terrorism, SEC, healthcare laws and regulations, and other similar regulations and activities, which approval shall not be unreasonably withheld, conditioned or delayed (provided that the foregoing are hereinafter sometimes referred Borrowers provide timely information reasonably requested by Lenders with respect 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”such proposed manager). If Tenant’ shall desire Landlord’s consent Notwithstanding anything in any Loan Document to any Transferthe contrary, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include following Transfers are permitted: (i) the proposed effective date trading or issuance of Equity Interests of Emeritus or Blackstone in 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 Noticepublic or private markets, (ii) a description issuance, transfer or sale of Equity Interests of Emeritus or Blackstone in connection with the portion merger, reorganization or consolidation of the Premises to be transferred (the “Subject Space”)Emeritus or Blackstone, (iii) transfers of the limited partnership interests of Blackstone and its Affiliates, and (iv) any merger or consolidation of Emeritus or Blackstone into or with, or a sale of substantially all of the terms asset of Emeritus or Blackstone to any Person; provided, however, the managing member or manager, as the case may be, shall not be transferred. (d) the Transfer for value of Westlake or Boynton, or the Parent’s interest in the related Borrowers, or the Whittier Residence; provided that all Net Cash Proceeds of such Transfer be applied to the outstanding principal of the proposed TransferTerm Loans in accordance with Section 2.6(b); (e) entering into, modifying, amending, renewing, terminating in the ordinary course of business any resident care agreement or service agreement for ancillary services; and (f) entering into, modifying or amending any Lease (other than resident care agreements and service agreements for ancillary services) in the ordinary course on market terms; provided, however, the name and address of the proposed Transferee, and a copy total square footage of all existing and/or proposed documentation pertaining to the proposed Transfer, (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 correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. Any Transfer made leases shall not exceed 2,500 square feet at any Facility without LandlordLender’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 shall grant consent, within thirty (30) days 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 prior written consent (except as otherwise provided in SECTION 14.8 below) of Landlord, which consent will 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’ shall desire 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, 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) to the extent reasonably necessary for Landlord to make its consent determination, 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 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) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store an executed estoppel certificate from Tenant in the Premises, and (vi) such other information form attached hereto as Landlord may reasonably require. 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 option's option (to the extent not cured within the applicable notice and cure period), constitute a default by Tenant under this Lease. Whether or not Landlord shall grant consentconsents to any proposed Transfer, Tenant shall, within thirty (30) days alter after written request by Landlord, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.00) to reimburse Landlord for its review all reasonable and processing fees, actual out-of-pocket third-party costs and Tenant shall also reimburse Landlord for any reasonable legal fees expenses incurred by Landlord in connection with Tenant’s its review of a proposed Transfer.; provided that such costs and expenses shall not exceed One Thousand and No/100 Dollars ($1,000.00) for a Transfer in the ordinary course of business. -41-

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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ 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 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, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereofthereof (which Landlord shall treat as confidential and not disclose), (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 shall grant consent, within thirty (30) days alter after 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, not to exceed the sum of Three Thousand Dollars ($3,000.00).

Transfers. Subject to and except as provided in Sections 14.7 and 14.8 below and Section 8.4 above, Tenant shall not, without the prior written consent of LandlordLandlord (which consent shall not be unreasonably withheld or conditioned, or delayed beyond the 10-business day period described in 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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees employees, agents, consultants 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’ 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 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 material terms of the proposed Transfer and the consideration therefor (including a calculation of any Transfer Premium, as 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 and/or proposed documentation pertaining to the proposed Transfer (but not any documentation relating solely to the sale (if any) of Tenant’s or an Affiliate’s business to such Transferee), including all existing operative documents to be executed to evidence 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 and identified in a written notice delivered to Tenant within five (v5) a list days after Landlord’s receipt of Hazardous Materialssuch financial statements which will enable Landlord to determine the financial responsibility, certified by character and reputation of the proposed Transferee to be true Transferee, nature of such Transferee’s business and correctproposed use of the Subject Space. Except as otherwise provided herein, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. Any 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 shall grant consent, Tenant shall pay Landlord’s actual, documented and reasonable legal fees (not to exceed $2,000.00 in any one instance) incurred by Landlord, within thirty (30) days alter after 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 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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises 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’ Tenant 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, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (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 correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. 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. Landlord shall respond to a Transfer Notice within thirty (30) days of its receipt of such Transfer Notice. Whether or not Landlord shall grant consent, within thirty (30) days alter after written request by Landlord, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.001,000.00) 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 's proposed Transfer, not to exceed Two Thousand Five Hundred Dollars ($2,500.00) per Transfer request.

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 permit the use of the Premises by any persons other than Tenant and its employees (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’ shall desire 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 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 material 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, (v) a list and any other information reasonably required by Landlord to determine the financial responsibility, character, and reputation of Hazardous Materials, certified by the proposed Transferee to be true Transferee, nature of such Transferee's business and correct, that proposed use of the proposed Transferee intends to use or store in the PremisesSubject Space, and (vi) such other information as Landlord may reasonably require. 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 shall grant consent, within thirty (30) days 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.Section 19.1.7

Transfers. Except as otherwise specifically provided or permitted in this Article 14, 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 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’ shall desire 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”, 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, (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 (provided that Landlord must request such additional information within five (5) business days following the date Tenant delivers the Transfer Notice to Landlord), and (v) a list of Hazardous Materialsupon Landlord’s request, certified by an executed estoppel certificate from Tenant in the proposed Transferee form attached hereto as Exhibit E (modified as appropriate to be make the statements therein true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 after notice and expiration of the cure period set forth in Section 19.1.4 of this Lease, below. Whether or not Landlord consents to any proposed Transfer, Tenant shall grant consentpay Landlord’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, not to exceed Three Thousand Five Hundred Dollars ($3,500.00) in the aggregate for a Transfer in the ordinary course of business, within thirty (30) days alter after 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 not12.1 The Optionee may at any time (and from time to time) either during the Option Period or thereafter, without the prior written consent of Landlordsell, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, transfer or otherwise transfer, this Lease dispose of all or any portion of its interest in and to the Property and this Agreement provided that any purchaser, grantee or transferee of any such interest will have first delivered to the Optionor its agreement related to this Agreement and to the Property, containing (a) a covenant by such transferee to perform all the obligations of the Optionee to be performed under this Agreement in respect of the interest to be acquired by it from the Optionee to the same extent as if this Agreement had been originally executed by the Optionee and such transferee as joint and several obligors making joint and several covenants, and (b) a provision subjecting any further sale, transfer or other disposition of such interest in the Property and this Agreement or any portion thereof to the restrictions contained in this §13.1. 12.2 No assignment by the Optionee of any interest less than its entire interest in this Agreement and in the Property will, as between the Optionee and the Optionor, discharge it from any of its obligations hereunder, permit but upon the transfer by the Optionee of the entire interest at the time held by it in this Agreement (whether to one or more transferees and whether in one or in a number of successive transfers), the Optionee will be deemed to be discharged from all obligations hereunder save and except for the fulfilment of contractual commitments accrued due before the date on which the Optionee will have no further interest in this Agreement. 12.3 If the Optionor (a) receives a bona fide offer from an independent third party ("Proposed Purchaser") dealing at arm's length with the Optionor to purchase all or substantially all of its interest in the Property, which offer the Optionor desires to accept, or (b) the Optionor intends to sell all or substantially all of its interest in the Option or the Property, the Optionor will first offer (the "Offer") such interest in writing to the Optionee upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Optionor, as the case may be. 12.4 The Offer will specify the price and terms and conditions of such sale, the name of the Proposed Purchaser (which term will, in the case of an intended offer by the Optionor, mean the person or persons to whom the Optionor intends to offer its interest) and, if the offer received by the Optionor from the Proposed Purchaser provides for any assignment or other consideration payable to the Optionor otherwise than in cash, the Offer will include the Optionor good faith estimate of the cash equivalent of the non-cash consideration. 12.5 If within a period of 30 days of the receipt of the Offer the Optionee notifies the Optionor in writing that it will accept the same, the Optionor will be bound to sell such foregoing interest to the Optionee (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. 12.6 If the Offer so accepted by the Optionee contains the Optionor's good faith estimate of the cash equivalent consideration as aforesaid, and if the Optionee disagrees with the Optionor's best estimate, the Optionee will so notify the Optionor at the time of acceptance and the Optionee will, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. 12.7 If the Optionee so notifies the Optionor, the acceptance by the Optionee will be effective and binding upon the Optionor and the Optionee and the cash equivalent of any such non-cash consideration will be determined by binding arbitration under the Commercial Arbitration Act (British Columbia) and will be payable by the Optionee, subject to prepayment as hereinafter provided, within 10 days following its determination by arbitration. 12.8 The Optionee will in such case pay to the Optionor, against receipt of an absolute transfer of this Lease or any clear and unencumbered title to the interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant Optionor being sold, the total purchase price which is specified in its notice to the Optionor and its employees (all such amount will be credited to the amount determined following arbitration of the foregoing are hereinafter sometimes referred cash equivalent of any non-cash consideration. 12.9 If the Optionee fails 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’ shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) Optionor before the proposed effective date expiration of the Transfertime limited therefor that it will purchase the interest offered, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date Optionor may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of delivery of the Transfer Notice45 days, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of provided that the terms of this Part 13 will again apply to such interest if the proposed Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining sale to the proposed Transfer, (iv) current financial statements of Proposed Purchaser is not completed within the proposed Transferee certified by an officer, partner or owner thereof, (v) a list of Hazardous Materials, certified said 45 days. 12.10 Any sale hereunder will be conditional upon the delivery by the proposed Transferee Proposed Purchaser to the Optionee of a written undertaking, in form and substance satisfactory to counsel for the Optionee, to be true bound by the terms and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 conditions of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord shall grant consent, within thirty (30) days 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 TransferAgreement.

Transfers. Tenant (a) No Transfer 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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ shall desire Landlordwithout Agent’s consent to any Transferprior consent, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include except for Permitted Transfers provided that: (i) other than in the proposed effective case of any Permitted Guarantor Transfer, no Event of Default shall have occurred and be continuing as of the date of such Permitted Transfer; (ii) with respect to Transfers of direct and indirect interests in Borrower and Borrower GP, other than in the case of any Permitted Guarantor Transfer, Borrower shall have given Agent notice within ten (10) Business Days following the Transfer, which notice shall not be less than thirty (30y) days nor more than one hundred eighty identify the transferee(s) and the percentage interest transferred and (180z) days after include the date of delivery of the Transfer Notice, following items: (iiA) a description revised organizational chart of Borrower which shall show the portion effect of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the such proposed Transfer, which organizational chart shall be in the name same form, detail and address of scope as the proposed TransfereeBorrower’s organization chart delivered on the Closing Date; (B) in the event the transferee(s) is an entity, and a good standing certificate; (C) a copy of all existing and/or proposed documentation pertaining consents, notices, instruments of transfer and other documents required to be executed or delivered under the organizational documents of the entity whose ownership interests are being transferred, along with (but without limiting Section 8.21 hereof) any amendment to the organizational documents of the entity whose ownership interests are being transferred, any consent of the members, partners, shareholders, as applicable, of the entity whose ownership interests are being transferred, and any other instrument of transfer which is entered into or delivered in connection with any such transfer; and (D) such information as may be reasonably requested by Agent in order to evidence Borrower’s compliance with Sections 8.21 and 8.34 hereof; and (iii) the proposed TransferTransfer shall not result in Borrower, the transferor or the proposed transferee being in default under any Loan Document or under any other agreement, instrument, document or understanding of which any of the foregoing Persons is a party; (iv) current financial statements all taxes (other than income taxes), including, stamp taxes, mortgage recording taxes, transfer taxes, recordation taxes, intangible taxes and other taxes, charges and fees incurred in connection with such Transfer shall have been paid by the transferor or the proposed transferee at the time of such proposed transfer, and if such amounts shall become due as a result of the proposed Transferee certified by an officertransferor’s or transferee’s direct or indirect ownership interest in the Borrower or any Property, partner or owner thereof, evidence of such payment shall have been delivered to Agent within ten (10) days after such transfer; and (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 Agent shall grant consent, within thirty (30) days 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 have been reimbursed for any reasonable legal fees and all out-of-pocket expenses incurred by Landlord Agent, if any, in connection with Tenant’s such proposed Transfertransfer, including attorneys’ fees and disbursements.

Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which, as more particularly set forth in Section 14.2, below, 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’ shall desire 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, (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) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store an executed estoppel certificate from Tenant in the Premises, and (vi) such other information form attached hereto as Landlord may reasonably require. 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 grant consentpay Landlord'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, within thirty (30) days alter after written request by Landlord, Tenant shall pay in an amount not to Landlord One exceed Two Thousand Five Hundred and No/100 Dollars ($1,500.002,500.00) in the aggregate, but such limitation of fees shall only apply to reimburse the extent such Transfer is in the ordinary course of business. Landlord for its review and processing fees, and Tenant hereby agree that a proposed Transfer shall also reimburse Landlord for any reasonable legal fees incurred not be considered "in the ordinary course of business" if such Transfer involves the review of documentation by Landlord in connection with Tenant’s proposed Transferon more than two (2) occasions.

Transfers. Tenant shall notSubject to Clauses 20.5(I) (Restriction on transfer of Commitments), any Lender (the “Transferor Bank”) may at any time cause:- (A) all (but not part only) of its rights, benefits and/or obligations under this Agreement and the other Security Documents to be transferred to any of its subsidiaries, affiliates or associates, which for the purpose of this Clause means subsidiaries, affiliates or associates of which the relevant Lender owns more than 50% of the issued shares, or to a federal reserve bank, central bank or other monetary or regulatory authority having jurisdiction over such Lender (a “Related Bank”) without the prior written consent of Landlordthe Borrower; or (B) part of its rights, assignbenefits and/or obligations hereunder and the other Security Documents to be transferred to a Related Bank with the consent of the Borrower such consent not to be unreasonably withheld (except that such consent shall not be required where any such Lender has been required by any applicable law or regularity authority to cause such part transfer); or (C) subject to Clause 24.6 (Joint Arrangers’ right of first refusal), mortgageall or part of its rights, pledgebenefits and/or obligations hereunder and the other Security Documents to be transferred to any other bank or financial institution with the consent of the Borrower (such consent not to be unreasonably withheld it being agreed however that it shall not be unreasonable for the Borrower to withhold its consent to any proposed transfer by a Lender which is a Joint Arranger if, hypothecate, encumber, or permit any lien to attach to, or otherwise as a result of such transfer, this Lease or any interest hereunder, permit any 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 permit the use aggregate Commitments of the Premises by any persons other than Tenant and its employees Joint Arrangers would fall below thirty five point one per cent (all 35.1%) of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and aggregate Commitments of all the Lenders together) (any person to whom any Transfer is made or sought to be made is hereinafter sometimes such transferee being herein referred to as a “TransfereeTransferee Bank”) by delivering to the Facility Agent a Transfer Certificate duly completed and duly executed by the Transferor Bank and the Transferee Bank. Any transfer by a Lender shall be offered and effected in compliance with all applicable laws and regulations. If the Borrower fails to respond to a written request for such consent within ten (10) Banking Days of such request being made, the Borrower shall be deemed to have given such consent. No such transfer is binding on, or effective in relation to, any of the parties hereto unless it is effected or evidenced by a Transfer Certificate which complies with the provisions of this Clause 24.3 and is signed by or on behalf of the Transferor Bank, the Transferee Bank and the Facility Agent (on behalf of itself, the Borrower and the other Banks). If Tenant’ Upon signature of any such Transfer Certificate by the Facility Agent, which signature shall desire Landlord’s consent be effected as promptly as is practicable after such Transfer Certificate has been delivered to the Facility Agent, and subject to the terms of such Transfer Certificate, such Transfer Certificate shall have effect as set out below. The following further provisions shall have effect in relation to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include Certificate:- (i) the proposed effective date a Transfer Certificate may be in respect of a Lender’s rights in respect of all or part of its Commitment and shall be in respect of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date same proportion of delivery its Percentage and of the Transfer Notice, its Contribution; (ii) a description Transfer Certificate shall only be in respect of rights and obligations of the portion of Transferor Bank in its capacity as a Lender and shall not transfer its rights and obligations as an Agent or in any other capacity, as the Premises to case may be and such other rights and obligations may only be transferred (the “Subject Space”), in accordance with any applicable provisions of this Agreement; (iii) a Transfer Certificate shall take effect in accordance with English law as follows:- (a) to the extent specified in the Transfer Certificate, the Transferor Bank’s payment rights and all its other rights (other than those referred to in paragraph (B) above) under this Agreement are assigned to the Transferee Bank absolutely, free of any defects in the Transferor Bank’s title and of any rights or equities which the Borrower had against the Transferor Bank; (b) the Transferor Bank’s Commitment is discharged to the extent specified in the Transfer Certificate; (c) the Transferee Bank becomes a Lender with a Contribution, a Percentage and a Commitment of the terms amounts specified in the Transfer Certificate; (d) the Transferee Bank becomes bound by all the provisions of this Agreement and the other Security Documents which are applicable to the Lenders generally, including those about pro rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agents in accordance with the provisions of this Agreement and to the extent that the Transferee Bank becomes bound by those provisions, the Transferor Bank ceases to be bound by them; (e) an Advance or part of an Advance which the Transferee Bank makes after the Transfer Certificate comes into effect ranks in point of priority and security in the same way as it would have ranked had it been made by the Transferor Bank, assuming that any defects in the Transferor Bank’s title and any rights or equities of the proposed TransferBorrower against the Transferor Bank had not existed; (f) the Transferee Bank becomes entitled to all the rights under this Agreement which are applicable to the Lenders generally, including but not limited to those relating to the Majority Banks and those under Clauses 6.6 (Market disruption; non-availability), 7 (Illegality, Increased Costs and Force Majeure) and 14 (Fees), and to the extent that the Transferee Bank becomes entitled to such rights, the name Transferor Bank ceases to be entitled to them; (g) the rights and address equities of the proposed TransfereeBorrower referred to above include, but are not limited to, any right of set off and a copy any other kind of all existing and/or proposed documentation pertaining to cross-claim; and (h) the proposed Transfer, (iv) current financial statements Borrower and each of the proposed other Banks hereby irrevocably authorise and instruct the Facility Agent to sign any such Transfer Certificate on its behalf and undertake not to withdraw, revoke or qualify such authority or instruction at any time. Promptly upon its signature of any Transfer Certificate, the Facility Agent shall notify the Borrower, the other Agents, the Transferor Bank and the Transferee certified by an officer, partner or owner thereof, (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 shall grant consent, within thirty (30) days 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 TransferBank.

Transfers. Tenant Lessee shall not, without the prior written consent of LandlordLessor, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, hereunder or permit any 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 permit the use of the Premises by any persons other than Tenant Lessee and its employees employees, agents and licensees (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’ Lessee shall desire Landlordbe required to obtain Lessor’s consent to any Transfer, Tenant Lessee shall notify Landlord Lessor in writing, which notice (the “Transfer Notice”) shall include 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 Notice, ; (iib) a description of the portion of the Premises to be transferred (the “Subject Space”), ; (iiii) all of the terms of the proposed Transfer and the consideration therefore, including a calculation of the “Transfer Premium,” as that term is defined in Article 13.4 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, including all operative assignment or subletting documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer; and, (ivc) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) a list and any other information reasonably required by Lessor, which will enable Lessor to determine the financial responsibility, character, and reputation of Hazardous Materials, certified by the proposed Transferee to be true Transferee, nature of such Transferee’s business and correct, that proposed use of the proposed Transferee intends to use or store in the PremisesSubject Space, and (vi) such other information as Landlord Lessor may reasonably require. Any Transfer made without LandlordLessor’s prior written consent or not in compliance with this Article 13 shall, at LandlordLessor’s option, be null, void and of no effect, and shall, at LandlordLessor’s option, constitute a default by Tenant Lessee under this Lease. Whether or not Landlord shall grant consentLessee shall, within thirty (30) days alter after written request by LandlordLessor, Tenant shall pay to Landlord One Thousand Five Hundred Dollars reimburse Lessor for all reasonable costs and expenses ($1,500.00including reasonable attorneys’ fees) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord Lessor in connection with Tenant’s its review of a proposed TransferTransfer up to a maximum of $5,000.

Transfers. (a) If the Tenant intends to effect a Transfer, in whole or in part, the Tenant shall not, without provide the Landlord with prior written consent notice of Landlordits intention to effect a Transfer, 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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet which written notice shall set out the Premises or any part thereof, or permit the use name of the Premises by any persons other than Tenant proposed Transferee and its employees (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” principals and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant’ shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include accompanied by: (i) such information regarding the proposed effective date of Transferee as the Transfer, which shall Landlord may reasonably require in order to determine whether or 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, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining consent to the proposed Transfer, including information concerning the principals of the Transferee, a detailed breakdown of the proposed Transferee’s, and its principals’ prior business experience, complete credit, financial and business information regarding the proposed Transferee and its principals and an original copy of all documents and agreements relating to the proposed Transfer; and (ii) the Landlord’s then current non-refundable administrative fee for considering the Tenant’s request for consent (currently being $1,000.00, plus HST). Such fee excludes any legal fees and disbursements which the Landlord may incur in connection with a request for its consent, which shall also be payable by the Tenant. The Landlord is not required to consider any request for its consent until such time as it has received all of the preceding information and monies. The Landlord will, within 30 days after having received such written notice and ail such necessary information and monies, notify the Tenant in writing either that: (iii) it consents (subject to the Tenant complying with all of the provisions of this section 13.3 on its part to be complied with) or does not consent to the Transfer; or (iv) current financial statements of it elects to cancel this Lease in preference to giving its consent. If the proposed Transferee certified by an officer, partner or owner thereof, (v) Transfer relates to only a list part of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. Any Transfer made without the Landlord’s prior written consent shallright to cancel this Lease will relate only to such part and, in such event, the Tenant will, at Landlord’s optionits sole cost and expense, arrange for the partitioning of the Premises so as to separate the part being proposed to be nulltransferred from the remainder of the Premises, void and subject to the provisions of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord shall grant consent, within thirty (30) days 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 Transfersection 9.

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 .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’ shall desire Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “"Transfer ▇▇▇▇▇▇ REALTY 571981.06/ ✓LA ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ K4064-066/6-8-04/pjr/pjr -32-[STMicroelectronics, Inc.] 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, (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 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) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store an executed estoppel certificate from Tenant in the Premises, and (vi) such other information form attached hereto as Landlord may reasonably require. 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 grant consentpay Landlord'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, within thirty (30) days alter after 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 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 Tenant, its Affiliates and its their 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’ shall desire Tenant desires Landlord’s consent to any TransferTransfer (and provided that Tenant has previously delivered the “Intention to Transfer Notice”, as defined in Section 14.4, below), 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 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 a good faith estimate (which may be subject to revision) of any “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 and, to the extent it then exists, copies of all existing and/or proposed or executed documentation pertaining to effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer (and, to the extent any such documentation materially changes, Tenant shall notify Landlord, and, if Landlord might otherwise have reasonably withheld its consent to the applicable Transfer, had the documentation initially contained such change, then Landlord shall have the right to approve or disapprove such change), (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) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store an executed estoppel certificate from Tenant in the Premises, and (vi) such other information form attached hereto as Landlord may reasonably require. 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 grant consentpay Landlord’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, within thirty (30) days alter after written request by Landlord, Tenant shall pay in an amount not to Landlord One exceed Two Thousand Five Hundred and No/100 Dollars ($1,500.002,500.00) 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 Transferthe aggregate.

Transfers. Tenant (a) Except as otherwise permitted under Section 5.2.10(c) or 5.2.11 hereof, Borrower shall notnot sell, convey, mortgage, grant, bargain, encumber, pledge, assign, grant options with respect to, or otherwise transfer or dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) any Individual Property, the Collateral, any Mortgage Principal’s general partner interest in the related Mortgage Borrower Entity or any part thereof or any legal or beneficial interest therein or permit a Sale or Pledge of any interest in any Restricted Party (collectively, a “Transfer”), without the prior written consent of LandlordLender, assignother than (i) pursuant to Leases of space in the Improvements to tenants in accordance with the provisions of Section 5.1.17 hereof, mortgage(ii) Permitted Encumbrances, pledgeand (iii) the transfer of obsolete or worn out Personal Property and fixtures that are contemporaneously replaced by items of equal or better function and quality, hypothecatewhich are free of liens, encumberencumbrances and security interests other than those created by the Loan Documents or consented to by Lender. The replacement requirement in clause (iii) of the preceding sentence shall not apply to sales or dispositions of Personal Property in any fiscal year valued at less than $50,000 in the aggregate, provided that Borrower shall, or permit any lien to attach shall cause Mortgage Borrower to, upon Lender’s written request, provide an annual written certification to Lender as to the value of Personal Property sold in the prior year. (b) A Transfer shall include, but shall not be limited to, (i) an installment sales agreement wherein (A) Mortgage Borrower agrees to sell one or otherwise transfer, this Lease more of the Properties or any interest hereunder, permit any assignment part thereof or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet (B) Borrower agrees to sell the Premises Collateral or any part thereof, for a price to be paid in installments; (ii) an agreement by Mortgage Borrower to lease all or permit substantially all of any Individual Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the use grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a managing general partner or the Sale or Pledge of the Premises by partnership interest of any persons managing general partner or any profits or proceeds relating to such partnership interest, or the Sale or Pledge of limited partner interests or any profits or proceeds relating to such limited partner interests or the creation or issuance of new limited partner interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Sale or Pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the resignation of the Manager (including, without limitation, an Affiliated Manager) other than Tenant in accordance with the Mortgage Loan Documents and its employees Section 5.1.18 hereof; (all viii) any deed-in-lieu or consensual foreclosure relating to any Individual Property with or for the benefit of Mortgage Lender or any Affiliate thereof; (ix) any transaction, event or series of transactions or events that result in Borrower holding less than 100% of the foregoing are hereinafter sometimes referred to collectively direct limited partnership interests or limited liability company interests, as “Transfers” applicable, in Mortgage Borrower, or less than 100% of the membership interests in Mortgage Principal; or (x) any transaction, event or series of transaction or events that results in a change in Control of Borrower. (c) Notwithstanding the provisions of Sections 5.2.10(a) and any person to whom any Transfer is made or sought 5.2.10(b) hereof, none of the following transfers shall be deemed to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant’ shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include : (i) a transfer by devise or descent or by operation of law upon the proposed effective date death of a member, partner or shareholder of a Restricted Party (other than Mortgage Borrower or Mortgage Principal); (ii) intentionally omitted; (iii) intentionally omitted; (iv) the Pledge to Mezzanine B Lender of (A) the limited partnership or limited liability company interest in any Borrower Entity, as applicable, held by the related Mezzanine B Borrower Entity, and (B) the membership interest in any Principal held by the related Mezzanine B Borrower Entity, in each case as collateral security for the Mezzanine B Loan (or any restructuring thereof in accordance with Section 9.8 hereof), or any registration of such Pledge or the exercise of any rights or remedies Mezzanine B Lender may have under the Mezzanine B Loan Documents with respect to such Pledge in accordance with the terms of the TransferIntercreditor Agreements; (v) Intentionally Omitted; (vi) Intentionally Omitted; (vii) the Pledge to Bank Loan Agent for the benefit of the Bank Loan Lenders of (A) the limited partnership or limited liability company interest in any Mezzanine B Borrower Entity, which as applicable, held by the related Bank Loan Borrower, (B) the membership interest in any Mezzanine B Principal held by the related Bank Loan Borrower and (C) 100% of the equity interests in each of the entities set forth on Schedule 5.2.10(c)(vii) annexed hereto, in each case as collateral security for the Bank Loan, or any registration of such Pledge or the exercise of any rights or remedies Bank Loan Lender may have under the Bank Loan Documents with respect to such Pledge in accordance with the terms of the Bank Loan Intercreditor Agreement; (viii) Intentionally Omitted; (ix) Intentionally Omitted; (x) Intentionally Omitted; or (xi) the Sale or Pledge, in one or a series of transactions, of any direct or indirect legal or beneficial interest in any Restricted Party other than a direct interest in any Mortgage Borrower Entity, any Mortgage Principal, any Mezzanine B Borrower Entity, any Mezzanine B Principal, any Borrower Entity or any Principal (or as otherwise specifically set forth in Sections 5.2.10(c)(i), 5.2.10(c)(ii) or 5.2.10(c)(iii) above). Borrower shall not be deliver written notice to Lender of any transfer made pursuant to clause (i) above within thirty (30) days after the occurrence of such transfer. With respect to the transfers referenced in (iv) through (vii) above, Lender shall receive no less than thirty (30) days nor more than one hundred eighty days’ prior written notice of such proposed transfer. With respect to transfers referenced in (180xi) days after above, Borrower shall, upon request, deliver an Officer’s Certificate to Lender certifying that no transfers in violation of such clause (xi) have occurred. Notwithstanding the date of delivery foregoing, at all times during the term of the Loan, one or more Tishman Speyer Control Persons and/or ▇▇▇▇▇▇ Entities shall maintain a Controlling Interest. (d) 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 a Transfer Notice, (ii) a description in violation of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (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 correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 shall grant consent, within thirty (30) days 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 TransferSection 5.

Transfers. Tenant shall not, without the prior written reasonable consent of LandlordLandlord except as provided herein to the contrary, 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 such foregoing transfer of this Lease or any interest hereunder by operation of lawlaw except as provided herein, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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”). For purposes of this Lease, an “Approved Transferee” shall mean (i) any Affiliate (as defined in Section 14.5 below) that is an assignee of Tenant’s entire interest in this Lease, (ii) any other assignee of Tenant’s entire interest in this Lease approved by Landlord pursuant to the terms and conditions of this Article 14, and (iii) any sublessee of the entire Office Space portion of the Premises then leased by Tenant for the entire balance of the Lease Term which sublessee is approved by Landlord pursuant to the terms and conditions of this Article 14. In no event shall the terms of a proposed Transfer provide the Transferee with a right of first offer to all or any portion of the Premises. If Tenant’ 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 substantive terms of the proposed TransferTransfer and the consideration therefor, the name and address of the proposed Transferee, and a copy of all existing 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, (iv) in the case of a proposed assignment of the Lease, current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) any other information reasonably required by Landlord, which will enable Landlord to determine the financial responsibility (in the case of a list proposed assignment of Hazardous Materialsthe Lease), certified by character, and reputation of the proposed Transferee to be true Transferee, nature of such Transferee’s business and correct, that proposed use of the proposed Transferee intends to use or store in the PremisesSubject Space, and (vi) such other information as Landlord may reasonably require. Landlord shall approve or disapprove of the proposed Transfer within fifteen (15) days after Landlord’s receipt of the applicable Transfer Notice. Any Transfer made without Landlord’s Landlords 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 shall grant consent, Tenant shall, within thirty (30) days alter after 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 all reasonable legal fees and expenses incurred by Landlord in connection with Tenant’s its review of a proposed Transfer; provided, however, Landlord’s legal fees and expenses in connection with the review of such sublease shall not exceed $2,500.00 during the Initial Lease Term, and $5,000.00 during any extension thereafter. Notwithstanding anything in this Lease to the contrary, no restriction in any other tenant or subtenant’s lease or sublease restricting the subleasing of space to another tenant in the Real Property shall be enforced by Landlord as to Tenant and/or the other tenant or subtenant so as to prevent or restrict an assignment, sublease or sub-sublease to Tenant if either Landlord has no available space in the Retail Area for direct lease to Tenant of comparable size as the proposed space to be assigned to or sublet by Tenant from such other tenant or subtenant (herein, the “Proposed Sublease Space”).

Transfers. Except for an assignment of this Lease or a sublease of all or a portion of the Premises (each of the foregoing, together with any modifications or amendments to any existing assignments or subleases being referred to herein as a "Transfer" and any person or entity to whom any Transfer is made or sought to be made is referred to herein as a "Transferee"), Tenant shall not, without the prior written consent of Landlord, assign, not mortgage, pledge, hypothecate, encumber, encumber or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet law or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof, or permit the use of the Premises thereof by any persons other than Tenant and its employees (all employees. Except as otherwise provided herein, Tenant shall not Transfer this Lease or its interest in any portion of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made Premises without Landlord's prior written consent, which consent shall not be unreasonably withheld or sought to be made is hereinafter sometimes referred to as a “Transferee”)delayed. If Tenant’ shall desire 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 ten (3010) days nor more than one hundred eighty (180) business 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 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 relating solely to the sale (if any) of Tenant's business to such Transferee, 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 commercially reasonable consent to Transfer 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, as reasonably necessary to determine if such Transferee is a party of reasonable financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with the proposed Transfer on the date consent is requested, business credit, bank 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, which information is requested within three (3) business days following ▇▇▇▇▇▇'s submission to Landlord of items described in clauses (i), (ii), (iii) and (iv) of this Section 14.1, (v) a list of Hazardous Materialscomplete statement, certified by an independent certified public accountant, or ▇▇▇▇▇▇'s chief financial officer, setting forth in detail the proposed Transferee to be true computation of any Transfer Premium Tenant has derived and correct, that the proposed Transferee intends to use or store in the Premises, shall derive from such Transfer and (vi) an executed estoppel certificate from Tenant in -44- [Reddit, Inc.]303 SECOND STREETSouth Tower the form attached hereto as Exhibit E. Landlord shall approve or disapprove of the proposed Transfer in accordance with Section 14.2, below, within ten (10) business days (or such other information longer period as may be required by any lender on the Project having an approval right over the proposed Transfer) (the "Transfer Request Review Period") after ▇▇▇▇▇▇▇▇'s receipt of the applicable Transfer Notice. In the event that ▇▇▇▇▇▇▇▇ fails to notify Tenant in writing of such approval or disapproval within such Transfer Request Review Period, Tenant shall deliver written notice to Landlord may reasonably require(a "Transfer Approval Notice") stating in bold print that LANDLORD'S FAILURE TO RESPOND TO SUCH REQUEST WITHIN THREE (3) BUSINESS DAYS FOLLOWING LANDLORD'S RECEIPT OF SUCH TRANSFER APPROVAL NOTICE SHALL BE DEEMED TO BE LANDLORD'S APPROVAL OF THE PROPOSED TRANSFER. At the end of such three (3) business day period, Landlord shall be deemed to have approved such Transfer. If Landlord at any time timely delivers notice to Tenant or Landlord's withholding of consent to a proposed assignment or sublease, Landlord shall specify in reasonable detail in such notice, the basis for such withholding of consent. Any Transfer requiring Landlord's consent made without Landlord’s 's prior written consent (or deemed consent as described above) shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a default an Event of Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall grant consentpay Landlord'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, within thirty (30) days alter after written request by Landlord, Tenant provided that such cost and expenses shall pay to Landlord One not exceed Two Thousand Five Hundred Dollars ($1,500.002,500.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord a Transfer in connection with Tenant’s proposed Transferthe 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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ Tenant 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, the name and address of the proposed Transferee, and a copy of all existing 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, (iv) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and if not cured within ten (10) days following notice, shall, at Landlord’s 's option, constitute a default by Tenant under this Lease. Whether or not Landlord shall grant consent, Tenant shall pay, as additional rent hereunder, a fee in the amount of Five Hundred Dollars ($500.00) plus Landlord's reasonable legal fees incurred by Landlord, within thirty (30) days alter after 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 prior written consent of Landlord, 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 or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ 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 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, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (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 correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other commercially reasonable 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. 4896-8192-6017.7374622.00001 -26- 5 BURLINGTON ▇▇▇▇▇[MBX Biosciences, Inc.] Whether or not Landlord shall grant consent, within thirty (30) days alter after 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 actual and reasonable legal fees incurred by Landlord in connection with Tenant▇▇▇▇▇▇’s proposed Transfer, not to exceed Two Thousand Five Hundred Dollars ($2,500).

Transfers. Tenant shall not11.1 The Optionee may at any time (and from time to time) either during the Option Period or thereafter, without the prior written consent of Landlordsell, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, transfer or otherwise transfer, this Lease dispose of all or any portion of its interest in and to the Property and this Agreement provided that any purchaser, grantee or transferee of any such interest will have first delivered to the Optionor its agreement related to this Agreement and to the Property, containing (a) a covenant by such transferee to perform all the obligations of the Optionee to be performed under this Agreement in respect of the interest to be acquired by it from the Optionee to the same extent as if this Agreement had been originally executed by the Optionee and such transferee as joint and several obligors making joint and several covenants, and (b) a provision subjecting any further sale, transfer or other disposition of such interest in the Property and this Agreement or any portion thereof to the restrictions contained in this § 11.1. 11.2 No assignment by the Optionee of any interest less than its entire interest in this Agreement and in the Property will, as between the Optionee and the Optionor, discharge it from any of its obligations hereunder, permit any assignment or other such foregoing but upon the transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use Optionee of the Premises entire interest at the time held by any persons other than Tenant it in this Agreement (whether to one or more transferees and its employees whether in one or in a number of successive transfers), the Optionee will be deemed to be discharged from all obligations hereunder save and except for the fulfilment of contractual commitments accrued due before the date on which the Optionee will have no further interest in this Agreement. 11.3 If the Optionor (a) receives a bona fide offer from an independent third party (“Proposed Purchaser”) dealing at arm’s length with the Optionor to purchase all or substantially all of its interest in 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’ shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writingProperty, which notice offer the Optionor desires to accept, or (b) in the event that the Optionor intends to sell all or substantially all of its interest in the Option or the Property, the Optionor will first offer (the “Transfer NoticeOffer”) shall include (i) such interest in writing to the proposed effective date Optionee upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Optionor, as the case may be. 11.4 The Offer will specify the price and terms and conditions of such sale, the name of the TransferProposed Purchaser (which term will, which shall not be less in the case of an intended offer by the Optionor, mean the person or persons to whom the Optionor intends to offer its interest or is likely to so offer it) and, if the offer received by the Optionor from the Proposed Purchaser provides for any consideration payable to the Optionor otherwise than thirty (30) days nor more than one hundred eighty (180) days after in cash, the date of delivery Offer will include the Optionor’s good faith estimate of the Transfer Notice, (ii) a description cash equivalent of the portion non-cash consideration. 11.5 If within a period of 30 days of the Premises receipt of the Offer the Optionee notifies the Optionor in writing that it will accept the same, the Optionor will be bound to sell such interest to the Optionee (subject as hereinafter provided with respect to any non-cash consideration included in the price) on the terms and conditions of the Offer. 11.6 If the Offer so accepted by the Optionee contains the Optionor’s good faith estimate of the cash equivalent of non-cash consideration , and if the Optionee disagrees with the Optionor’s best estimate, the Optionee will so notify the Optionor at the time of acceptance and the Optionee will, in such notice, specify what it considers, in good faith, the fair cash equivalent to be transferred and the resulting total purchase price. 11.7 If the Optionee so notifies the Optionor, the acceptance by the Optionee will be effective and binding upon the Optionee and the Optionor and the cash equivalent of any such non-cash consideration will be determined by binding arbitration under the Commercial Arbitration Act (British Columbia) and will be payable by the “Subject Space”)Optionee, (iii) all subject to prepayment as hereinafter provided, within 10 days following its determination by arbitration. 11.8 The Optionee will in such case pay to the Optionor, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Optionor being sold, the total purchase price which is specified in its notice to the Optionor and such amount will be adjusted , if at all, to a lower amount as may be determined following arbitration of the cash equivalent of any non-cash consideration. 11.9 If the Optionee fails to notify the Optionor before the expiration of the time limited therefor that it will purchase the interest offered, the Optionor may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of 45 days, provided that the terms of this Part 11 will again apply to such interest if the proposed Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining sale to the proposed Transfer, (iv) current financial statements of Proposed Purchaser is not completed within the proposed Transferee certified by an officer, partner or owner thereof, (v) a list of Hazardous Materials, certified said 45 days. 11.10 Any sale hereunder will be conditional upon the delivery by the proposed Transferee Proposed Purchaser to the Optionee of a written undertaking, in form and substance satisfactory to counsel for the Optionee, to be true bound by the terms and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 conditions of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord shall grant consent, within thirty (30) days 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 TransferAgreement.

Transfers. Except as expressly set forth in Rider 1 (if at all), Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, voluntarily or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises assign, sublet, encumber or transfer all or any part thereof, of Tenant’s interest in this Lease or in the Leased Premises or permit the use any part of the Leased Premises to be used or occupied by any persons person other than Tenant, its employees, customers and others having lawful business with Tenant and its employees (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’ Tenant shall desire 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 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 Leased 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 Profit Rental, as that term is defined in Section 15.4 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining operative documents to be executed to evidence such Transfer or the proposed agreements incidental or related to such Transfer, ; and (iv) current financial statements of pertaining to the proposed Transferee certified by an officer, partner or owner thereof, (v) a list and any other information required by Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of Hazardous Materials, certified by the proposed Transferee to be true Transferee, nature of such Transferee’s business and correct, that proposed use of the proposed Transferee intends to use or store in the PremisesSubject Space, and (vi) such other information as Landlord may reasonably require. Any Transfer made without Each time Tenant requests Landlord’s prior written consent shallto a proposed Transfer, 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 whether or not Landlord shall grant consent, within thirty (30) days alter after written request by Landlord, as additional rent hereunder, Tenant shall pay to Landlord One Two Thousand Five Hundred Dollars ($1,500.002,000.00) to reimburse Landlord for its Landlord’s out-of-pocket review and processing fees, and and, in addition, Tenant shall also reimburse Landlord for any reasonable out-of-pocket legal fees incurred by Landlord in connection with Tenant’s proposed Transfer. In no event shall Landlord be obligated to consider a consent to any proposed assignment of this Lease which would assign less than the entire Leased Premises. Any attempted Transfer made without Landlord’s prior consent shall be wholly void and shall constitute a breach of this Lease.

Transfers. Tenant shall notSubject to Clause 5.9 of the Deed of Agency, Trust and Coordination, any Lender (the “Transferor Bank”) may at any time cause:- (A) all (but not part only) of its rights, benefits and/or obligations under this Agreement and the other Security Documents to be transferred to any of its subsidiaries, affiliates or associates, which for the purpose of this Clause means subsidiaries, affiliates or associates of which the relevant Lender owns more than 50% of the issued shares, or to a federal reserve bank, central bank or other monetary or regulatory authority having jurisdiction over such Lender (a “Related Bank”) without the prior written consent of Landlordthe Borrower; or (B) part of its rights, assignbenefits and/or obligations hereunder and the other Security Documents to be transferred to a Related Bank with the consent of the Borrower such consent not to be unreasonably withheld (except that such consent shall not be required where any such Lender has been required by any applicable law or regularity authority to cause such part transfer); or (C) subject to Clause 24.6 (Joint Arrangers’ right of first refusal), mortgageall or part of its rights, pledgebenefits and/or obligations hereunder and the other Security Documents to be transferred to any other bank or financial institution with the consent of the Borrower (such consent not to be unreasonably withheld it being agreed however that it shall not be unreasonable for the Borrower to withhold its consent to any proposed transfer by a Lender which is a Joint Arranger if, hypothecate, encumber, or permit any lien to attach to, or otherwise as a result of such transfer, this Lease or any interest hereunder, permit any 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 permit the use aggregate Commitments of the Premises by any persons other than Tenant and its employees Joint Arrangers would fall below thirty five point one per cent (all 35.1%) of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and aggregate Commitments of all the Lenders together) (any person to whom any Transfer is made or sought to be made is hereinafter sometimes such transferee being herein referred to as a “TransfereeTransferee Bank”)) by delivering to the Facility Agent a Transfer Certificate duly completed and duly executed by the Transferor Bank and the Transferee Bank. Any transfer by a Lender shall be offered and effected in compliance with all applicable laws and regulations. If Tenant’ the Borrower fails to respond to a written request for such consent within ten (10) Banking Days of such request being made, the Borrower shall desire Landlord’s consent be deemed to have given such consent. No such transfer is binding on, or effective in relation to, any of the parties hereto unless (a) it is effected or evidenced by a Transfer Certificate which complies with the provisions of this Clause 24.3 and is signed by or on behalf of the Transferor Bank, the Transferee Bank and the Facility Agent (on behalf of itself, the Borrower and the other Banks) and (b) simultaneously with its execution of the Transfer Certificate, the Transferee Bank executes and delivers an Accession Certificate conforming in all respects with the requirements of the Deed of Agency, Trust and Coordination. Upon signature of any such Transfer Certificate by the Facility Agent, which signature shall be effected as promptly as is practicable after such Transfer Certificate has been delivered to the Facility Agent, and subject to the terms of such Transfer Certificate, such Transfer Certificate shall have effect as set out below. The following further provisions shall have effect in relation to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include Certificate:- (i) the proposed effective date a Transfer Certificate may be in respect of a Lender’s rights in respect of all or part of its Commitment and shall be in respect of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date same proportion of delivery its Percentage and of the Transfer Notice, its Contribution; (ii) a description Transfer Certificate shall only be in respect of rights and obligations of the portion of Transferor Bank in its capacity as a Lender and shall not transfer its rights and obligations as an Agent or in any other capacity, as the Premises to case may be and such other rights and obligations may only be transferred (the “Subject Space”), in accordance with any applicable provisions of this Agreement; (iii) a Transfer Certificate shall take effect in accordance with English law as follows:- (a) to the extent specified in the Transfer Certificate, the Transferor Bank’s payment rights and all its other rights (other than those referred to in paragraph (B) above) under this Agreement are assigned to the Transferee Bank absolutely, free of any defects in the Transferor Bank’s title and of any rights or equities which the Borrower had against the Transferor Bank; (b) the Transferor Bank’s Commitment is discharged to the extent specified in the Transfer Certificate; (c) the Transferee Bank becomes a Lender with a Contribution, a Percentage and a Commitment of the terms amounts specified in the Transfer Certificate; (d) the Transferee Bank becomes bound by all the provisions of this Agreement and the other Security Documents which are applicable to the Lenders generally, including those about pro rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agents in accordance with the provisions of this Agreement and to the extent that the Transferee Bank becomes bound by those provisions, the Transferor Bank ceases to be bound by them; (e) an Advance or part of an Advance which the Transferee Bank makes after the Transfer Certificate comes into effect ranks in point of priority and security in the same way as it would have ranked had it been made by the Transferor Bank, assuming that any defects in the Transferor Bank’s title and any rights or equities of the proposed TransferBorrower against the Transferor Bank had not existed; (f) the Transferee Bank becomes entitled to all the rights under this Agreement and the Deed of Agency, Trust and Coordination which are applicable to the Lenders generally, including but not limited to those relating to the Majority Banks and those under Clauses 6.6 (Market disruption; non-availability), 7 (Illegality, Increased Costs and Force Majeure) and 14 (Fees), and to the extent that the Transferee Bank becomes entitled to such rights, the name Transferor Bank ceases to be entitled to them; (g) the rights and address equities of the proposed TransfereeBorrower referred to above include, but are not limited to, any right of set off and a copy any other kind of all existing and/or proposed documentation pertaining to cross-claim; and (h) the proposed Transfer, (iv) current financial statements Borrower and each of the proposed other Banks hereby irrevocably authorise and instruct the Facility Agent to sign any such Transfer Certificate on its behalf and undertake not to withdraw, revoke or qualify such authority or instruction at any time. Promptly upon its signature of any Transfer Certificate, the Facility Agent shall notify the Borrower, the other Agents, the Transferor Bank and the Transferee certified by an officer, partner or owner thereof, (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 shall grant consent, within thirty (30) days 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 TransferBank.

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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ 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, the name and address of the proposed Transferee, and a copy of all existing 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, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 Each time Tenant requests Landlord’s consent to a proposed Transfer, whether or not Landlord shall grant consent, within thirty (30) days alter after written request by Landlord, as Additional Rent hereunder, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.001,000.00) 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. Notwithstanding anything to the contrary contained in this Section 14.1, so long as Tenant delivers to Landlord (a) at least fifteen (15) business days prior written notice of its intention to assign or sublease the Premises to any Related Entity, which notice shall set forth the name of the Related Entity, (b) in the case of an assignment or sublease to a Related Entity, a copy of the proposed agreement pursuant to which such assignment or sublease shall be effectuated, and (c) such other information concerning the Related Entity as Landlord may reasonably require, including without limitation, information regarding any change in the proposed use of any portion of the Premises and any financial information with respect to such Related Entity, and so long as (1) any change in the proposed use of the subject portion of the Premises is in conformance with the uses permitted to be made under this Lease and do not involve the use or storage of any Hazardous Materials (other than nominal amounts of ordinary household cleaners, office supplies and janitorial supplies which are not regulated by any environmental laws), and (2) at the time of the proposed assignment or sublease, the net profits and financial condition of the Related Entity is substantially the same as Tenant as of the date of this Lease (as reasonably determined by Landlord), then Tenant may, without the necessity for Landlord’s prior consent and without triggering Landlord’s recapture right set forth in Section 14.4 below, assign this Lease or sublease any portion of the Premises (A) to any Related Entity, or (B) in connection with any merger, consolidation or sale of substantially all of the assets of Tenant (each such transfer shall be referred to herein as a “Permitted Transfer”). For purposes of this Section 14.1, the term “Related Entity” shall mean any entity controlled by, under control with, or in control of Tenant and such entity shall have at least substantially the same net worth as Tenant. The term “control” as used in the immediately preceding sentence shall mean having direct ownership of fifty percent (50%) or more of the ownership interests of an entity and having the ability to direct the management and policies of such entity. In the event of a Permitted Transfer, the assignee or sublessee pursuant to such Permitted Transfer shall be referred to herein as a “Permitted Transferee”. Any Permitted Transfer shall in no way relieve Tenant of any liability Tenant may have under this Lease and such assignee or sublessee shall be jointly and severally liable with Tenant hereunder. Notwithstanding the foregoing, in the event Tenant desires to sublease that portion of the Premises containing approximately 10,000 square feet of space and commonly known as Suite 250 (the “Initial Sublease Space”), as more particularly shown on Exhibit A attached hereto, any such sublease shall be subject to all of the terms, covenants and conditions of this Article 14; provided, however, with respect to a sublease during the first twenty-four (24) months of the Term of any portion of the Initial Sublease Space only, (w) Landlord shall not have the rights set forth in Section i 4.4 below, (x) Tenant shall not be required to pay Landlord for any internal review or processing ‘fees, but Tenant shall remained obligated to reimburse Landlord for reasonable legal fees incurred in connection therewith, (y) Landlord shall not be permitted to consider a sublessee’s financial worth or stability as set forth in Section 14.2.5 below and (z) Tenant shall not be required to provide Landlord with additional information pursuant to Section 14.1(v) above. From and after the twenty-fourth (24th) month of the Term, notwithstanding the provisions of Section 14.2.5 below, in evaluating the financial worth and stability of a sublessee of the Initial Sublease Space, Landlord shall evaluate such financial strength based upon such sublessee’s ability to perform its obligations under its sublease for the Initial Sublease Space.

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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ 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, the name and address of the proposed Transferee, and a copy of all existing 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, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) 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 shall grant consent, within thirty (30) days alter after written request by Landlord, Tenant shall pay to Landlord One Two Thousand Five Hundred Dollars ($1,500.002,500.00) 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. Notwithstanding any provision of this Lease to the contrary, Landlord’s consent shall not be required and the provisions of this Article 14 shall not be applicable to or in connection with (a) any transfer of equity interest in Tenant or any parent of Tenant; or (b) any sublease or assignment to (i) any entity that controls, is controlled by, or is under common control with Tenant; (ii) any subsidiary or parent of Tenant or to any subsidiary of any parent of Tenant, (iii) the surviving entity resulting from a merger or consolidation of Tenant; (iv) the acquirer of substantially all of Tenant’s assets or stock or (v) any other person or entity controlled directly or indirectly by any of the foregoing persons or entities (any such assignee or sublessee described in items (a) or (b) of this Section 14.1 hereinafter referred to as a “Permitted Transferee”). “Control” means the ability, directly or indirectly, to direct management and policies of another person or entity, whether through the ownership of voting securities, by contract, or otherwise.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, sublease, 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, permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, 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’ shall desire 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 twenty-five (30) days nor more than one hundred eighty (18025) 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 any Affiliates of 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 consent documents in connection with the documentation of Landlord's consent to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) a list business credit and personal references and history of Hazardous Materials, certified by the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to be true determine the financial responsibility, character, and correct, that reputation of the proposed Transferee intends to Transferee, nature of such Transferee's business and proposed use or store in of the Premises, and (vi) such other information as Landlord may reasonably requireSubject Space. Any Transfer made without Landlord’s prior written consent in violation of this Article 14 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 Leasean Event of Default. Whether or not Landlord consents to any proposed Transfer, Tenant shall grant consentpay 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, within thirty (30) days alter after 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 not9.1 Except as hereafter expressly provided, without the prior written consent of LandlordCompany may sell, agree to sell, assign, mortgagelease, pledgeconvey, hypothecate, encumber, or permit any lien to attach to, alienate or otherwise transfertransfer the Lands, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereofthereof or interest therein (including any transfer to any parent, subsidiary or permit affiliated company or successor-in-interest by merger, consolidation or acquisition), whether by the use operation of law or otherwise (collectively a "Transfer") pursuant to and in accordance with Sections 5.3, 5.4, and 5.5 of the Premises IA. Prior to transfer, the Company shall insure that the covenants required by any persons other than Tenant and its employees (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’ 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 Section 3.2 will be transferred (with the “Subject Space”)Land and that the transferee has assumed in writing the Company's obligations under this Agreement. 9.2 Except as provided in Section 9.1, (iii) all upon a Transfer of Lands to another landowner carried out in accordance with the terms of the proposed TransferIA, the name and address transferor shall not bear any responsibility for any future management activities, nor be liable for any Take of any Species by any other persons, on such transferred lands under the terms of the proposed Transferee, and a copy IA or this Agreement. 9.3 Upon approval from State or Federal agencies for the addition of all existing and/or proposed documentation pertaining Lands as Covered Lands pursuant to the HCP and IA, the Company shall record this Agreement as a covenant as required in Section 3.2 on the additional Lands proposed Transferto be made Covered Lands pursuant to the IA. 9.4 Notwithstanding Section 9.1, (iv) current financial statements if the Company swaps lands as provided in Section 5.3.2 of the proposed Transferee certified IA, upon recordation of the covenant required by Sections 3.2 and 9.3 of this Agreement on the lands to be added as Covered Lands, the State shall authorize the release from the covenant required by Section 3.2 on the Lands which will no longer be Covered Lands pursuant to the swap. 9.5 In the event of any transfer of Lands for which the transferee has executed an officerassumption agreement pursuant to Section 9.1 and for which the transferee is seeking to continue timber harvesting under the same requirements as applied to the Company, partner or owner thereof, (vthe State agencies which are signatories to this Agreement will: 1.) a list of Hazardous Materials, certified Use their best efforts to expedite processing and decisions on the timber harvesting activities requested by the transferee by all State agencies having jurisdiction over those proposed Transferee activities. 2.) Use their best efforts to be true cause all federal agencies having jurisdiction over the timber harvesting activities requested by the transferee to expedite processing and correct, that decisions on the proposed Transferee intends to use or store in requests filed with federal agencies by the Premises, and (vi) transferee for approval of 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 shall grant consent, within thirty (30) days 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 Transferactivities.

Transfers. Except as set forth in Section 14.7, Tenant shall not, without the prior written consent of Landlord, assignwhich shall not be unreasonably withheld if Landlord does not elect to proceed under Section 14.4 below, 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 or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ 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 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, Transferee and a copy of all existing and/or proposed documentation pertaining operative documents to be executed to evidence such Transfer or the proposed agreements incidental or related to such 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 correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. If there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.1, or (ii) which would cause the proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant’s original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and other action under this Article 14 (including Landlord’s right of recapture, if any, under Section 14.4 of this Lease). As a condition to Landlord’s consent to any proposed assignment of this Lease, Landlord may, at Landlord’s sole option, require the assigning Tenant to guaranty the proposed assignee’s obligations under this Lease, as assigned; and, if Landlord so elects, the assigning Tenant shall execute a Guaranty of Lease in a form reasonably acceptable to 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 shall grant consent, Tenant shall pay Landlord’s review and processing fees, as well as any reasonable legal fees incurred by Landlord, within thirty (30) days alter after written request by Landlord. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Article 14, Tenant’s and such Transferee’s only remedy shall pay be to Landlord One Thousand Five Hundred Dollars ($1,500.00) to reimburse Landlord for its review and processing feesseek a declaratory judgment and/or injunctive relief, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred Tenant, on behalf of itself and, to the extent permitted by Landlord in connection with Tenant’s law, such proposed TransferTransferee waives all other remedies against Landlord, including without limitation, the right to seek monetary damages or to terminate this Lease.

Transfers. Tenant shall not, without the prior written consent of Landlord, (except as otherwise provided in Section 14.6 or Section 14.7 below), which consent shall not be unreasonably withheld, conditioned or delayed (subject 760812.06/WLA375983-00004/11-2-16/ejs/ejs 34 COLORADO CENTER[2400 Broadway][Kite Pharam, Inc.] to the terms of 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 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’ shall desire 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 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 an executed copy of all existing 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 or by a certified public accountant, 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) a list an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Landlord shall approve or disapprove of Hazardous Materials, certified by the proposed Transferee Transfer within ten (10) 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 approval or disapproval within such Review Period, Tenant may send a reminder notice. If Landlord fails to respond within ten (10) additional days after such reminder, Landlord shall be true and correct, that the proposed Transferee intends deemed to use or store in the Premises, and (vi) have approved such other information as Landlord may reasonably requireTransfer. Any Transfer made without Landlord’s 's prior written consent or, to the extent applicable, Landlord's deemed consent as aforesaid, shall, at Landlord’s '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 (but other than for failure by Landlord to respond), Tenant shall grant consent, within thirty (30) days alter after written request by Landlord, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.00) to reimburse Landlord for its review all reasonable and processing fees, actual out-of-pocket costs and Tenant shall also reimburse Landlord for any reasonable legal fees expenses incurred by Landlord in connection with Tenant’s its review of a proposed Transfer, provided that such costs and expenses shall not exceed $3,000.00 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 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 permit the use of the Premises by any persons other than Tenant and its employees (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person entity to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant’ shall desire 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 11.3 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 (including, without limitation, federal income tax returns for the two (2) most recent years) certified by an officer, partner or owner thereof, (v) a list and any other information required by Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of Hazardous Materials, certified by the proposed Transferee to be true Transferee, nature of such Transferee's business and correct, that proposed use of the proposed Transferee intends to use or store in the PremisesSubject Space, and (vi) such other information as Landlord may reasonably require. 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 LeaseTenant. Whether or not Landlord consents to any proposed Transfer, Tenant shall grant consentpay Landlord's review and processing fees, as well as any reasonable legal fees incurred by Landlord, within thirty (30) days alter after written request by Landlord, Tenant which fees shall pay to Landlord One not exceed, in the aggregate, Two Thousand Five Hundred Dollars ($1,500.002,000.00) 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 per proposed Transfer.

Transfers. Tenant Lessee shall not, without the prior written consent of LandlordLessor, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, hereunder or permit any 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 permit the use of the Premises by any persons other than Tenant Lessee and its employees employees, agents and licensees (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’ Lessee shall desire LandlordLessor’s consent to any Transfer, Tenant Lessee shall notify Landlord Lessor in writing, which notice (the “Transfer Notice”) shall include include: (ia) 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, ; (iib) a description of the portion of the Premises to be transferred (the “Subject Space”), ; (iiic) all of the terms of the proposed Transfer and the consideration therefore, including a calculation of the “Transfer Premium,” as that term is defined in Section 13.4 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing 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, (ivd) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, (v) a list and any other information required by Lessor, which will enable Lessor to determine the financial responsibility, character, and reputation of Hazardous Materials, certified by the proposed Transferee to be true Transferee, nature of such Transferee’s business and correct, that proposed use of the proposed Transferee intends to use or store in the PremisesSubject Space, and (vi) such other information as Landlord Lessor may reasonably require. Any Transfer made without LandlordLessor’s prior written consent or not in compliance with this Article 13 shall, at LandlordLessor’s option, be null, void and of no effect, and shall, at LandlordLessor’s option, constitute a default by Tenant Lessee under this Lease. Whether or not Landlord shall grant consentLessee shall, within thirty (30) days alter after written request by LandlordLessor, Tenant shall pay to Landlord One Thousand Five Hundred Dollars reimburse Lessor for all reasonable costs and expenses ($1,500.00including reasonable attorneys’ fees) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord Lessor in connection with Tenant’s its review of a proposed Transfer, whether or not Lessor consents to said 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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ Tenant 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, the name and address of the proposed Transferee, and a copy of all existing 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, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. 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 Each time Tenant requests Landlord's consent to a proposed Transfer, whether or not Landlord shall grant consent, within thirty (30) days alter after written request by Landlord, as Additional Rent hereunder, 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 's proposed Transfer. Notwithstanding anything to the contrary contained in this Section 14.1, so long as Tenant delivers to Landlord (i) at least fifteen (15) calendar days prior written notice of its intention to assign or sublease the Premises to any Permitted Transferee, which notice shall set forth the name of the Permitted Transferee, (ii) a copy of the proposed agreement pursuant to which such assignment or sublease shall be effectuated, and (iii) such other information concerning the Permitted Transferee as Landlord may reasonably require, including without limitation, information regarding any change in the proposed use of any portion of the Premises and any financial information with respect to such Permitted Transferee, and so long as (a) any change in the proposed use of the subject portion of the Premises is in conformance with the uses permitted to be made under this Lease and do not involve the use or storage of any Hazardous Materials (other than nominal amounts of ordinary household cleaners, office supplies and janitorial supplies which are not regulated by any environmental laws), and (b) the Permitted Transferee has a tangible net worth and net income, in the aggregate, computed in accordance with standard commercial real estate accounting practices (but excluding goodwill as an asset), which is equal to or greater than Tenant as of the date of this Lease, then Tenant may assign this Lease or sublease any portion of the Premises (1) to any Related Entity, or (2) in connection with any merger, consolidation or sale of substantially all of the assets of Tenant, without having to obtain the prior written consent of Landlord thereto (each such transfer shall be referred to herein as a "Permitted Transfer" and each transferee pursuant to a Permitted Transfer shall be referred to herein as a "Permitted Transferee"). Any Permitted Transfer shall in no way relieve Tenant of any liability Tenant may have under this Lease and such assignee or sublessee shall be jointly and severally liable with Tenant hereunder. For purposes of this Section 14.1, the term "Related Entity" shall mean any entity controlled by, under control with, or in control of Tenant. The term "control" as used in the immediately preceding sentence shall mean having direct ownership of fifty percent (50%) or more of the ownership interests of an entity and having the ability to direct the management and policies of such entity.

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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (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’ 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, the name and address of the proposed Transferee, and a copy of all existing 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, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and correct, that the proposed Transferee intends to use or store in the Premises, and (vi) such other information as Landlord may reasonably require. Tenant’s delivery of a Transfer Notice to Landlord shall constitute a representation and warranty by Tenant to Landlord that the information contained in or delivered pursuant to the Transfer Notice is true, correct and complete in all material respects, including the amount of all rent and other consideration to be paid pursuant to the operative agreements relating to the 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 Landlord’s option, constitute a default by Tenant under this Lease. Whether Each time Tenant requests Landlord’s consent to a proposed Transfer, whether or not Landlord shall grant consent, within thirty (30) days alter after written request by Landlord, as Additional Rent hereunder, 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 (a) Subject to Section 2.4, Sterling Commerce --------- shall notnot Transfer any Pecuniary Interest in any Equity Shares for a period of 180 days commencing on the Effective Date, without except Transfers to a wholly-owned subsidiary or parent corporation. (b) In the prior written consent event of Landlorda Qualified IPO, assignneither Sterling Commerce nor SCSL shall Transfer any Equity Shares for a period (the "Lockup Period") commencing ------------- on the date on which such Qualified IPO is consummated, 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 such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use provided that all (i) members of the Premises Board of Directors, (ii) Affiliates of members of the Board of Directors, which Affiliates own Equity Shares and (iii) Similarly Situated Investors agree to a substantially identical lockup. The length of the Lockup Period shall be determined by the Company, after consultation with the underwriters in connection with the Qualified IPO, but in no event shall be longer than 180 days. (c) Neither Sterling Commerce nor SCSL shall Transfer any persons Equity Shares (other than Tenant and its employees Transfers (1) to the Company, (2) to any Affiliate, (3) pursuant to a merger or consolidation involving the Company or the sale of all or substantially all of the foregoing are hereinafter sometimes referred outstanding Equity Shares or (4) Transfers constituting a bona fide public distribution pursuant to collectively as “Transfers” and (x) any person to whom registration statement filed under the Securities Act or any Transfer is made Public Offering or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant’ shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”y) shall include Rule 144 Open Market Transactions) unless (i) the proposed effective date of certificates representing such Equity Shares issued to the TransferTransferee bear the legend provided in Section 2.3, 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 Noticeif required by such Section, and (ii) the Transferee (if not already a description of party hereto) has executed and delivered to each other party hereto, as a condition precedent to such Transfer, an instrument or instruments, reasonably satisfactory to such parties, confirming that the portion of the Premises Transferee agrees to be transferred (the “Subject Space”), (iii) all of bound by the terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, (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 correct, that the proposed Transferee intends to use or store this Agreement in the Premisessame manner as such Transferee's transferor, and (vi) such other information except 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 otherwise specifically provided in this Lease. Whether or not Landlord shall grant consent, within thirty (30) days 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 TransferAgreement.