Common use of Transfers Clause in Contracts

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole discretion. (b) In addition to the other requirements of this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented to the admission of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnership.

Transfers. (a) Other A Member other than Transfers to a Permitted Transferee or pursuant to Section 7.3, 7.5, 7.6 or 7.8, no Person the Initial Member may not Transfer all or any portion part of its Units or any interest in the Partnership Membership Interest without the prior written consent of the General PartnerInitial Member, which such consent may not to be given unreasonably withheld. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 shall, to the fullest extent permitted by law, be null and void and of no force or withheld effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, after giving effect to such purchase or transfer, 25% or more of the Membership Interests as determined under 29 C.F.R. Section 2510.3-101, would be held by Benefit Plan Investors. A purchaser that is, or is acting on behalf of, an employee benefit plan subject to ERISA or Section 4975 of the Code or any entity deemed to hold plan assets of either of the foregoing, will be required to represent and warrant that its investment in the General Partner’s sole discretionMembership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental or church plan, a violation of any similar federal, state or local law). (b) In addition The Initial Member shall admit a transferee of a Member's Membership Interest to the other requirements of this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: Company only if such transferee (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing has agreed in writing to be bound by the terms of this Agreement by becoming a party hereto and assume (ii) has delivered such additional documentation as the Initial Member shall reasonably require to so admit such transferee to the Company. Notwithstanding anything contained herein to the contrary, both the Company and the Initial Member shall be entitled to treat the transferee of a Membership Interest as the absolute owner thereof in all obligations respects, and shall incur no liability for distributions of cash or other property made in good faith to it, until such time as a written assignment or other evidence of the transferor consummation of a Transfer that conforms to the requirements of this Section 12.1 and is reasonably satisfactory to the Initial Member has been received by the Company. The effective date of any Transfer permitted under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented to close of business on the admission day of such transferee as a Substituted Partner; and (ii) receipt thereof by the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirableCompany. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnership.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given or withheld is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in the General PartnerLandlord’s sole discretion. (b) In addition and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3 below, in connection with such Transfer, the name and address of this Section 7.2 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 not be entitled have the right to vote on matters coming before require Tenant to utilize Landlord’s standard Transfer documents in connection with the Partnersdocumentation of such Transfer, participate (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) an executed estoppel certificate from Tenant in the management form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of the Partnershipno effect, act as an agent of the Partnershipand shall, receive distributions from the Partnership at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or have not Landlord consents to any other rights in or with respect to the Units or interests proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the Partnershipamount 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 after written request by Landlord.

Transfers. Tenant shall not: (aA) Other than Transfers mortgage, pledge, hypothecate, encumber, or permit any lien to a Permitted Transferee or pursuant attach to Section 7.3, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units this Lease or any interest in the Partnership hereunder without the prior written consent of the General PartnerLandlord, which consent may be given or withheld in the General PartnerLandlord’s sole discretion. ; nor (bB) In addition to without the other requirements 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 Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors; (all of the foregoing (in the Partnership shall Clauses (A) and (B)) are hereinafter sometimes referred to collectively as “TRANSFERS” and any person to whom any Transfer is made or sought to be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within TRANSFEREE”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“TRANSFER NOTICE”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than twenty (20) days nor more than ninety (90) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred (the “SUBJECT SPACE”), (iii) all of the TCCs of the proposed Transfer and the consideration therefor, including calculation of the “TRANSFER PREMIUM,” as that term is defined in violation 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 (excluding 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, 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 (vi) an executed estoppel certificate from Tenant in the form attached hereto as EXHIBIT E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Section 7.2 Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall, within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable and actual out-of-pocket third-party costs and expenses incurred by Landlord in connection with its review of a proposed Transfer; provided that such costs and expenses shall not be entitled to vote on matters coming before the Partners, participate exceed One Thousand and No/100 Dollars ($1,000.00) for a Transfer in the management ordinary course of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipbusiness.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than fifteen (15) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation (the “Subject Space”), (iii) all of this Section 7.2 shall not the terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of the proposed sublease or assignment document, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof (subject to Landlord executing a reasonable confidentiality agreement), (v) a list of Hazardous Materials, certified by the proposed Transferee to be entitled true and correct, that the proposed Transferee intends to vote on matters coming before the Partners, participate use or store in the management Subject 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 the Partnershipno effect, act as an agent of the Partnershipand shall, receive distributions from the Partnership at Landlord’s option, constitute a default by Tenant under this Lease. Whether or have any other rights not Landlord shall grant consent, within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review, processing, and legal fees incurred by Landlord in or connection with respect to the Units or interests in the PartnershipTenant’s proposed Transfer.

Transfers. During the term hereof, no Party shall sell, transfer or otherwise dispose of, hypothecate or otherwise encumber (voluntarily or involuntarily) (any such sale, transfer, disposition, hypothecation or encumbrance being referred to as a "transfer") any Common Stock or Transfer Restricted Equivalents except as expressly permitted in this Section 3.1. (a) Other than Transfers 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 Permitted Transferee or pursuant Party; provided, further, that such Alliance shall not be required to Section 7.3, 7.5, 7.6 or 7.8, no Person may Transfer all or bind any portion of its Units or Affiliates to any interest in the Partnership without the prior written consent of the General Partnerprovisions of this Agreement; provided, which consent may further, that any such Alliance shall be given allowed to transfer to any of its Affiliates shares of Common Stock and Transfer Restricted Equivalents received from Investor or withheld 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 General Partner’s sole discretionprovisions of Section 2.1 of this Agreement. (b) In addition 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 other requirements 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 7.23.1(a), unless waived by (b), (c), (d) or (f). If a Party (the General Partner"Transferor") proposes to transfer any shares or Transfer Restricted Equivalents pursuant to this Section 3.1(d), no the Transferor shall 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 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 any portion Transfer Restricted Equivalents to be transferred and the amount and type of Units consideration to be received therefor and shall be accompanied by a copy of such bona fide offer. The shares or any interest Transfer Restricted Equivalents proposed to be transferred as set forth in the Partnership Transferor's Notice (the "Transfer Securities") shall be made unless subject to the following conditions are metoptions: (i) The Transferor shall offer to sell (the "First Option") all such Transfer will 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 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 Transferor'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 violate registration requirements under 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 Federal Other Party not eligible or state securities lawsdeclining 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 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 60 days after the date the Transferor's Notice was received by the Corporation or five days after the expiration or termination of 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 Restricted 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 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) The transferee delivers in an exchange offer, when the Board of Directors is required to determine the Partnership a written instrument agreeing cash equivalent of the consideration being offered, the value of securities which are publicly traded shall be deemed to be bound by the terms Market Price of this Agreement and assume all obligations such securities on the date of the transferor under this Agreement with respect to Transferor's Notice and the Units being transferred;Board of Directors shall make such determination within two business days of receipt of the Transferor's Notice; and (iii) The Transfer will 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 Transferor's Notice, the Second Option must be exercised within two business days of receipt of the Second Notice, and the Third Option must be exercised not result in the Partnership being subject later than one business day prior to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause date the Partnership tender or exchange offer is to be treated as a “publicly traded partnership” within the meaning of the Code and Regulationsexpire. (cg) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(aTransfers pursuant to Sections 3.1(a) and (b3.1(b) and: (i) the General Partner shall have consented not be subject to the admission Section 3.1(d). Any purported transfer of such transferee as Common Stock or Transfer Restricted Equivalents by a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that Party which is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges permitted by the reasonableness foregoing provisions of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units Section, or interests in the Partnership are attempted to be transferred which is in violation of this Section 7.2 such provisions, shall not be entitled to vote on matters coming before the Partners, participate in the management void and of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipno force and effect whatsoever.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3, below, in connection with such Transfer, the name and address of this Section 7.2 shall not 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 entitled executed to vote on matters coming before evidence such Transfer or the Partnersagreements incidental or related to such Transfer, participate (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) an executed estoppel certificate from Tenant in the management form 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 the Partnershipno effect, act as an agent of the Partnershipand shall, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipat Landlord’s option, constitute a default by Tenant under Section 19.1.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord (such consent not to be unreasonably withheld, which consent may be given conditioned or withheld in the General Partner’s sole discretion. (b) In addition delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3 below, in connection with such Transfer, the name and address of this Section 7.2 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 not be entitled have the right to vote on matters coming before require Tenant to utilize Landlord’s standard Transfer documents in connection with the Partnersdocumentation of such Transfer, participate 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) an executed estoppel certificate from Tenant in the management form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of the Partnershipno effect, act and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Except in connection with any proposed Permitted Transfer (as an agent of the Partnershipdefined below), receive distributions from the Partnership or have Tenant shall pay Landlord’s reasonable review and processing fees, as well as any other rights in or reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) actually incurred by Landlord, but not to exceed two thousand dollars ($2,000) with respect to any single Transfer so long as Tenant and the Units proposed transferee execute Landlord’s standard form of consent document without material negotiation, within thirty (30) days after written request by Landlord, whether or interests in the Partnershipnot Landlord consents to any proposed Transfer.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord (which, which consent may as more particularly set forth in Section 14.2, below, shall not be given unreasonably withheld, conditioned, or withheld in the General Partner’s sole discretion. (b) In addition delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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, 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant requires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation 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) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Section 7.2 Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay 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 after written request by Landlord, in an amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the aggregate, but such limitation of fees shall only apply to the extent such Transfer is in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be entitled to vote on matters coming before the Partners, participate considered “in the management ordinary course of business” if such Transfer involves the Partnership, act as an agent review of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipdocumentation by Landlord on more than two (2) occasions.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General Partner--------- Landlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c"Transfer Notice") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than twenty (20) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3 below, in connection with such Transfer), the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute a default by Tenant under this Section 7.2 Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's review and processing fees, as well as any reasonable legal fees incurred by Landlord, within thirty (30) days after written request by Landlord, which fees shall not be entitled to vote on matters coming before the Partners, participate exceed One Thousand and No/100 Dollars ($1,000.00) for a Transfer in the management ordinary course of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipbusiness.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Except as otherwise expressly provided herein, 7.5Tenant shall not, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership 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, by operation of Law or otherwise, (ii) sublet the General PartnerPremises or any part thereof, (iii) 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”), or (iv) advertise the Premises for Lease for Transfers. If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which consent may notice shall include: (a) the proposed effective date (which shall not be given or withheld in the General Partnerless than thirty (30) nor more than 90 days after Tenant’s sole discretion. notice), (b) In addition to a description of the other requirements of this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing Premises to be bound by Transferred (herein called the “Subject Space”), (c) the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The proposed Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented to the admission of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed consideration therefor, the name, address and acknowledged such other instruments as background information concerning the General Partner may deem necessary proposed Transferee, and desirable. a true and complete copy of all proposed Transfer documentation, and (d) A transferee of a Partner’s Unit or interest in financial statements (balance sheets and income/expense statements for the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. current and prior three (e3) Each Partner hereby acknowledges the reasonableness years) of the prohibition contained proposed Transferee, in this Section 7.2 in view form and detail reasonably satisfactory to Landlord, certified by an officer, partner or owner of the purposes Transferee, and any other information to enable Landlord to determine the financial responsibility, character, and reputation of the Partnership proposed Transferee, nature of such Transferee’s business and the relationship proposed use of the PartnersSubject Space, and such other information as Landlord may reasonably require. Any Person to whom Units Transfer made without complying with this Article shall at Landlord’s option be null, void and of no effect, or interests in the Partnership are attempted to be transferred in violation shall constitute a Default under this Lease. Whether or not Landlord shall grant consent, Tenant shall pay a reasonable fee (but not less than $500.00) towards Landlord’s review and processing expenses, as well as any reasonable legal fees incurred by Landlord within thirty (30) days after written request by Landlord. In no event shall any Transferee be: (w) an existing tenant of this Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnership.the

Transfers. (a) Other than Transfers Except with respect to a "Permitted Transferee or pursuant to Transfers," as that term is defined in Section 7.314.8 below, 7.5Tenant shall not, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under is hereinafter sometimes referred to as a "Transferee"). If Tenant desires Landlord's consent to any Federal or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement Transfer, except with respect to Permitted Transfers, Tenant shall notify Landlord in writing, which notice (the Units being transferred; (iii"Transfer Notice") The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than twenty (20) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation 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) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer requiring Landlord's consent and 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 Section 7.2 Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, within thirty (30) days after written request by Landlord; provided that such costs and expenses shall not exceed Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) for a Transfer in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be entitled to vote on matters coming before the Partners, participate considered "in the management ordinary course of business" if such particular proposed Transfer involves the Partnership, act as an agent review of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipdocumentation by Landlord on more than two (2) occasions.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given except as otherwise expressly provided herein, assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The is hereinafter sometimes referred to as a "TRANSFEREE"). Where Landlord's consent to a proposed Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor is required under this Agreement with respect Article 14, if Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the Units being transferred; (iii"TRANSFER NOTICE") The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than fifteen (15) business days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before (the Partners"SUBJECT SPACE"), participate in the management (iii) all of the Partnership, act as an agent material terms of the Partnershipproposed Transfer and the consideration therefor (including calculation of the "Transfer Premium," as that term is defined in Section 14.3 below, receive distributions from in connection with such Transfer), the Partnership 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 have the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other rights in or with respect information reasonably required by Landlord to determine the Units or interests in financial responsibility, character, and reputation of the Partnership.proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and such PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems]

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than forty-five (45) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, in violation 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) 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 Section 7.2 Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall not be entitled to vote on matters coming before the Partnerspay Landlord’s review and processing fees, participate in the management of the Partnershipas well as any reasonable legal fees incurred by Landlord, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipwithin thirty (30) days after written request by Landlord.

Transfers. 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 not (a) Other than Transfers to directly or indirectly), sell, transfer, pledge, encumber, assign, distribute, hypothecate, tender or otherwise dispose of, including by way of merger, consolidation, share exchange or similar transaction, whether voluntarily or by operation of law (collectively, a Permitted Transferee “Transfer”), or pursuant to Section 7.3enforce the provisions of any redemption, 7.5share purchase or sale, 7.6 recapitalization or 7.8, no Person may Transfer all other agreement with Clearwire or any portion other person, or enter into any contract, option or other arrangement or understanding with respect to the voting of its Units 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 in any of the Partnership without foregoing. Notwithstanding the foregoing, upon prior written consent notice to Sprint containing the name of the General Partnertransferee and the number of Clearwire Shares Transferred, which consent may the Stockholder shall be given or withheld in the General Partner’s sole discretion. (b) In addition permitted to the other requirements of this Section 7.2, unless waived Transfer Clearwire Shares beneficially owned by the General Partner, no Transfer of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: Stockholder to (i) The Transfer will not violate registration requirements under any Federal member of the group disclosed in the Stockholder’s Statement on Schedule 13D to be filed with the SEC disclosing this Agreement, or state securities laws; 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 (and such member certifies to Sprint’s reasonable satisfaction that such transfer is to another member of the 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) The transferee delivers to any Affiliate of the Partnership a written instrument agreeing Stockholder, provided such Affiliate agrees in writing with Sprint to be 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 Stockholder of any of its obligations pursuant to this Agreement. For the avoidance of doubt, re-registration of any Clearwire Shares from a physical certificate into book-entry form or from book-entry form into a physical certificate will not (in and assume all obligations of the transferor itself) constitute a Transfer under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and RegulationsAgreement. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented to the admission of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnership.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, (except as otherwise provided in Section 14.7 or Section 14.8 below), which consent may shall not be given unreasonably withheld, conditioned or withheld in the General Partner’s sole discretion. delayed (b) In addition subject to the other requirements of terms of’ Section 14.2, below), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than twenty (20) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3 below, in connection with such Transfer, the name and address of this Section 7.2 the proposed Transferee, and an executed copy of all documentation 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 thereof 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) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Landlord shall approve or disapprove of the proposed 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 deemed to have approved such Transfer. 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. Whether or not Landlord consents to any proposed Transfer (but other than for failure by Landlord to respond), Tenant shall within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable and actual out-of-pocket costs and expenses incurred by Landlord in connection with its review of a proposed Transfer, provided that such costs and expenses shall not be entitled to vote on matters coming before the Partners, participate exceed $3,000.00 for a Transfer in the management ordinary course of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipbusiness.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Except as expressly set forth herein, 7.5Tenant shall not, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may not to be given unreasonably withheld, conditioned or withheld in the General Partner’s sole discretion. (b) In addition delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than forty five (45) days nor more than nine (9) months after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation 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) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer requiring Landlord’s consent which is made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Section 7.2 Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay 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 after written request by Landlord with reasonable backup documentation, provided such fees shall not be entitled exceed Three Thousand Dollars ($3,000) for any proposed Transfer. In addition, Tenant shall reimburse Landlord or pay directly to vote on matters coming before the Partners, participate ▇▇▇▇▇▇▇▇’s mortgagee(s) (as determined by Landlord) for mortgagee(s)’ actual review and processing fees in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have connection with any other rights in or with respect to the Units or interests in the Partnershipproposed Transfer if review by ▇▇▇▇▇▇▇▇’s mortgagee(s) is required.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than fifteen (15) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation (the “Subject Space”), (iii) all of this Section 7.2 shall not the terms of the proposed Transfer, the name and address of the proposed Transferee, and a copy of the proposed sublease or assignment document, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof (subject to Landlord executing a reasonable confidentiality agreement), (v) a list of Hazardous Materials, certified by the proposed Transferee to be entitled true and correct, that the proposed Transferee intends to vote on matters coming before the Partners, participate use or store in the management Subject 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 the Partnershipno effect, act as an agent of the Partnershipand shall, receive distributions from the Partnership at Landlord’s option, constitute a default by Tenant under this Lease. Whether or have any other rights not Landlord shall grant consent, 908728.01/SD 374622.00146/4-30-21/MLT/bp ActiveUS 186012966v.2 within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review, processing, and legal fees incurred by Landlord in or connection with respect to the Units or interests in the PartnershipTenant’s proposed Transfer.

Transfers. Tenant shall not, by operation of law or --------- otherwise, (a) Other than Transfers to a Permitted Transferee assign, transfer, mortgage, pledge, hypothecate or pursuant to Section 7.3otherwise encumber this Lease, 7.5the Premises or any part of or interest in this Lease or the Premises, 7.6 (b) grant any concession or 7.8license within the Premises, no Person may Transfer (c) sublet all or any portion part of its Units the Premises or any interest in right or privilege appurtenant to the Partnership 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 the General Partner-------- Landlord, which consent may shall not be given unreasonably withheld, conditioned or withheld delayed. This prohibition against a Transfer includes, without limitation, (i) any subletting or assignment which would otherwise occur by operation of law, 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 federal or state bankruptcy, insolvency, or other proceedings; (iii) the General Partner’s sole discretion. (b) In addition to the other requirements of this Section 7.2sale, unless waived by the General Partner, no Transfer assignment or transfer of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume substantially all obligations of the transferor under this Agreement assets of Tenant, with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act or without specific assignment of 1940, as amendedLease; and (iv) The Transfer will not cause the Partnership change in control in a partnership; or (v) conversion of Tenant to be treated as a “publicly traded partnership” within limited liability entity. If Tenant converts to a limited liability entity without obtaining the meaning prior written consent of the Code and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: Landlord: (i) the General Partner conversion shall have consented be null and void for purposes of the Lease, including the determination of all obligations and liabilities of Tenant and its partners to the admission of such transferee as a Substituted PartnerLandlord; and (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 transferring Partner Lease after the date such members and other equity holders are admitted to the limited liability entity as if such person or entity had become a general partner in a partnership; and (iii) Landlord shall have the option of declaring Tenant in default under this Lease. If Tenant requests Landlord's consent to any Transfer, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; a copy of the proposed sublease or assignment agreement; banking, financial and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. In addition to its right to approve or reject the proposed Transfer, Landlord shall have the option, upon written notice to Tenant within thirty (30) days 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 have executed assume all of Tenant's obligations under this Lease in a writing satisfactory to Landlord, and acknowledged 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 instruments as sums relating to the General Partner may deem necessary Premises becoming due to Tenant or Landlord and desirable. apply such rents and other sums against the Rent and any other sums payable hereunder. If the aggregate rental, bonus or other consideration paid by a transferee for any such space exceeds the sum of (dy) A transferee 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 Partner’s Unit sublease shall be calculated and adjusted (if necessary) on a Lease Year (or interest in partial Lease Year) basis, and there shall be no cumulative adjustment for the Partnership that is not admitted as a Substituted Partner Term. Landlord shall become an Economic Owner. (e) Each Partner hereby acknowledges have the reasonableness right to audit Tenant's books and records relating to the Transfer. Tenant authorizes its transferees to make payments of the prohibition contained in this Section 7.2 in view rent and any other sums due and payable, directly to Landlord upon receipt of the purposes of the Partnership and the relationship of the Partnersnotice from Landlord to do so. Any Person to whom Units or interests in the Partnership are attempted to be transferred Transfer by Tenant in violation of the terms and covenants of this Section 7.2 Article IX shall not be entitled to vote on matters coming before void and shall constitute a default by ---------- Tenant under this Lease. In the Partnersevent that Tenant requests that Landlord consider a sublease or assignment hereunder, participate Tenant shall pay Landlord's reasonable attorneys' fees and costs incurred by Landlord in connection with the management consideration of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership such request or have any other rights in such sublease or with respect to the Units or interests in the Partnershipassignment.

Transfers. (a) Other than Transfers to a Permitted Transferee Holder agrees that until the earlier of the consummation of the Closing or pursuant to Section 7.3the valid termination of the Merger Agreement in accordance with its terms it shall not, 7.5and shall cause its Affiliates not to, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the SPAC’s prior written consent consent, (i) Transfer any or all of the General PartnerCovered Shares; (ii) grant any proxies or powers of attorney with respect to any or all of the Covered Shares; or (iii) take any action that would have the effect of preventing, which consent may be given impeding, interfering with or withheld 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 the General Partner’s sole discretionviolation of this Agreement. (b) In addition 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 “Shareholder Lock-Up Securities” and such obligation not to Transfer, the “Shareholder 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 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 requirements 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 7.22(c)), unless waived by the General Partner, no Transfer of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: permitted (i) The Transfer will not violate registration requirements under in the case of an entity, to any Federal officer, director or state securities laws; affiliate of Holder; (ii) The transferee delivers in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; or (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; provided, however, that in the case of clauses (i) through (iii), such permitted transferees must, before any such Transfer is effected, enter into a written agreement with SPAC (if prior to the Partnership a written instrument Effective Time) and the Company agreeing to be bound by the terms of this Agreement (including the provisions relating to voting and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented to the admission of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirablerestrictions). (d) A transferee Holder agrees during the Voting Period to not take or agree or commit to take any action that would make any representation and warranty of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition Holder contained in this Section 7.2 Agreement inaccurate in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipmaterial respect.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation (the “Subject Space”), (iii) all of this Section 7.2 shall not 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 entitled true and correct, that the proposed Transferee intends to vote on matters coming before the Partners, participate use or store in the management 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 the Partnershipno effect, act as an agent of the Partnershipand shall, receive distributions from the Partnership at Landlord’s option, constitute a default by Tenant under this Lease. Whether or have not Landlord shall grant consent, within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any other rights reasonable legal fees incurred by Landlord in or connection with respect to the Units or interests in the PartnershipTenant’s proposed Transfer.

Transfers. (a) Other than Transfers to Except in connection with a Permitted Transferee or pursuant to Transfer (as that term is defined in Section 7.314.8 below), 7.5Tenant shall not, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant, its wholly-owned subsidiaries, its Clients and Business Partners (as defined in Section 14.9 below), and their respective employees and contractors (all of the Partnership shall foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Section 7.2 Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, within thirty (30) days after written request by Landlord , provided that such fees shall not be entitled to vote on matters coming before the Partners, participate exceed Two Thousand Five Hundred Dollars ($2,500) for any such Transfer request made in the management of the Partnershipordinary course, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights and no such fee shall be payable in or connection with respect to the Units or interests in the Partnershipa Permitted Transfer.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord (which, which consent may as more particularly set forth in Section 14.2, below, shall not be given unreasonably withheld, conditioned, or withheld in the General Partner’s sole discretion. (b) In addition delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation 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) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Section 7.2 Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay 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 after written request by Landlord, in an amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the aggregate, but such limitation of fees shall only apply to the extent such Transfer is in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be entitled to vote on matters coming before the Partners, participate considered “in the management ordinary course of business” if such Transfer involves the Partnership, act as an agent review of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipdocumentation by Landlord on more than two (2) occasions.

Transfers. (a) Other than Transfers Each transferee or assignee of any Shares subject to this Agreement shall continue to be subject to the terms hereof and shall execute and deliver a Permitted Transferee or Joinder pursuant to Section 7.3which such transferee or assignee shall confirm their agreement to be subject to and bound by all of the provisions set forth in this Agreement, 7.5, 7.6 and such successor or 7.8, no Person may Transfer all or any portion of its Units or any interest permitted assignee shall be deemed to be a party hereto in the Partnership without capacity specified in such Joinder. The Company shall not permit the prior written consent transfer of the General PartnerShares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall 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 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, which consent may a transferee of Shares shall not be given bound by the provisions of this Agreement or withheld 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 (other than Common Stock issued upon conversion of Preferred Stock) in connection with such transfer from an Investor who is not, at the General Partner’s sole discretiontime, also a Key Holder or a Transferee Shareholder under this Agreement. (b) In addition 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 date hereof, the transferee or assignee of such Preferred Stock (or Common Stock issued upon conversion of Preferred Stock) shall be deemed to be 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 requirements of this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units or any interest written instrument in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing to be bound form required by the terms of this Agreement and assume all obligations in effect as of the transferor under 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 with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, effect as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and Regulationsdate 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) No 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 Partner’s Unit 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 interest other written instrument in the Partnership shall become a Substituted Partner unless 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 made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented deemed to the admission satisfy any requirement of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such prior version of this Agreement to enter into an adoption agreement, counterpart signature page hereto or other instruments as the General Partner may deem necessary and desirablewritten instrument of any form. (d) A 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 transferee or assignee of such Shares shall be deemed to be a Partner’s Unit party hereto as a Transferee Shareholder and a Shareholder under this Agreement, notwithstanding any failure to execute and deliver an adoption agreement, counterpart signature page hereto or interest other written instrument in the Partnership that is 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 admitted in the form required by the terms of this Agreement in effect as a Substituted Partner of the date of such transfer or assignment, shall become be deemed to satisfy any requirement of such prior version of this Agreement to enter into an Economic Owneradoption agreement, counterpart signature page hereto or other written instrument of any form. (e) Each Partner hereby acknowledges For the reasonableness avoidance of the prohibition contained in doubt, a Shareholder may constitute a Key Holder, an Investor and/or a Transferee Shareholder under this Section 7.2 in view Agreement, and constituting one type of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units Shareholder (i.e., as a Key Holder, an Investor or interests in the Partnership are attempted to be transferred in violation of a Transferee Shareholder) under this Section 7.2 Agreement shall not be entitled construed to vote on matters coming before affect such Shareholder’s status as a different type of a Shareholder (i.e., as a Key Holder, an Investor or a Transferee Shareholder), provided that such Shareholder continues to meet the Partners, participate in the management definition of the Partnership, act as an agent such type of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the PartnershipShareholder under this Agreement.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Except as otherwise provided herein, 7.5Tenant shall not, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership --------- without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c"Transfer Notice") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than fifteen (15) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3 below, in connection with such Transfer, the ------------ name and address of this Section 7.2 shall not 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 entitled executed to vote on matters coming before evidence such Transfer or the Partnersagreements incidental or related to such Transfer, participate (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the management form attached hereto as Exhibit ------- E. Any Transfer made without Landlord's prior written consent shall, at -- Landlord's option, be null, void and of the Partnershipno effect, act and shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's review and processing fees, as an agent of the Partnershipwell as any reasonable professional fees (including, receive distributions from the Partnership or have any other rights in or with respect without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, within thirty (30) days after written request by Landlord not to the Units or interests in the Partnershipexceed $1,000 per Transfer.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord (except as otherwise provided in Section 14.8, below), which consent may shall not be given unreasonably withheld, assign, sublease, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code Transferee”), and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless any such transfer Transferee approved by Landlord shall be made referred to as an “Approved Transferee”. If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in compliance with Section 7.2(awriting, which notice (the “Transfer Notice”) and (b) and: shall include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3 below, in connection with such Transfer, the name and address of this Section 7.2 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 not be entitled have the right to vote on matters coming before require Tenant to utilize Landlord’s standard Transfer documents in connection with the Partnersdocumentation of such Transfer, participate (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the management form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of the Partnershipno effect. Whether or not Landlord consents to any proposed Transfer, act Tenant shall pay Landlord’s reasonable review and processing fees, as an agent of the Partnershipwell as any reasonable professional fees (including, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipwithout limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not: (aA) Other than Transfers mortgage, pledge, hypothecate, encumber, or permit any lien to a Permitted Transferee or pursuant attach to Section 7.3, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units this Lease or any interest in the Partnership hereunder without the prior written consent of the General PartnerLandlord, which consent may be given or withheld in the General Partner’s Landlord's sole discretion. ; nor (bB) In addition to without the other requirements 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 Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under hereunder, permit any Federal assignment, or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing to be bound by the terms other transfer of this Agreement and assume all obligations 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 transferor under this Agreement with respect to the Units being transferred; Premises or any part thereof by any persons other than Tenant and its employees and contractors; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning all of the Code and Regulations. foregoing (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(aClauses (A) and (bB)) and: are hereinafter sometimes referred to collectively as "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a "TRANSFEREE"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the "TRANSFER NOTICE") shall include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than twenty (20) days nor more than ninety (90) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred (the "SUBJECT SPACE"), (iii) all of the TCCs of the proposed Transfer and the consideration therefor, including calculation of the "TRANSFER PREMIUM," as that term is defined in violation 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 (excluding 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, 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 (vi) an executed estoppel certificate from Tenant in the form attached hereto as EXHIBIT E. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute a default by Tenant under this Section 7.2 Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall, within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable and actual out-of-pocket third-party costs and expenses incurred by Landlord in connection with its review of a proposed Transfer; provided that such costs and expenses shall not be entitled to vote on matters coming before the Partners, participate exceed One Thousand and No/100 Dollars ($1,000.00) for a Transfer in the management ordinary course of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipbusiness.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation (the “Subject Space”), (iii) all of this Section 7.2 shall not 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 (subject to Landlord executing a reasonable confidentiality agreement), (v) a list of Hazardous Materials, certified by the proposed Transferee to be entitled true and correct, that the proposed Transferee intends to vote on matters coming before the Partners, participate use or store in the management 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 the Partnershipno effect, act as an agent of the Partnershipand shall, receive distributions from the Partnership at Landlord’s option, constitute a default by Tenant under this Lease. Whether or have not Landlord shall grant consent, within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any other rights reasonable legal fees incurred by Landlord in or connection with respect to the Units or interests in the Partnership▇▇▇▇▇▇’s proposed Transfer.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may shall not be given unreasonably withheld if Landlord does not elect to proceed under Section 14.4 below, assign or withheld in the General Partner’s sole discretion. (b) In addition to the other requirements of otherwise transfer this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within "Transferee"). If Tenant shall desire Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c"Transfer Notice") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee and a copy of all 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 and 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 Section 7.2 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, (up to a total amount not to exceed $1500) within thirty (30) days 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 be entitled to vote seek a declaratory judgment and/or injunctive relief, and Tenant, on matters coming before the Partnersbehalf of itself and, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units extent permitted by law, such proposed Transferee waives all other remedies against Landlord, including without limitation, the right to seek monetary damages or interests in the Partnershipto terminate this Lease.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within "TRANSFEREE"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c"TRANSFER NOTICE") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than twenty (20) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before (the Partners"SUBJECT SPACE"), participate in the management (iii) all of the Partnership, act as an agent material terms of the Partnershipproposed Transfer and the consideration therefor (including calculation of the "Transfer Premium", receive distributions from as that term is defined in Section 14.3 below, in connection with such Transfer), the Partnership 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 have the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other rights in or with respect information reasonably required by Landlord to determine the Units or interests in financial responsibility, character, and reputation of the Partnership.proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute a default by Tenant under Section 19.1.7

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerMiramar, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest hereunder, permit any assignment or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (all of the foregoing are sometimes referred to in the Partnership shall this Lease collectively as "Transfers" and any person to whom any Transfer is made or sought to be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within "Transferee"). If Tenant desires Miramar's consent to any Transfer, Tenant shall notify Miramar in writing, which notice (the meaning of the Code and Regulations. (c"Transfer Notice") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than forty-five (45) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before (the Partners"Subject Space"), participate in the management (iii) all of the Partnership, act as an agent material terms of the Partnershipproposed Transfer and the consideration therefor (including calculation of the "Transfer Premium", receive distributions from as that term is defined to section 14.3 below, in connection with such Transfer), the Partnership 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 have the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other rights in or with respect information reasonably required by Miramar to determine the Units or interests in financial responsibility, character, and reputation of the Partnership.proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and such other Information as Miramar may reasonably require. Any Transfer made without Miramar's prior Initial Here: Tenant: -------------- Landlord: ------------

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord (except as otherwise provided in Section 14.8, below), which consent may shall not be given unreasonably withheld, assign, sublease, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership 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 made unless referred to as an "Approved Transferee". If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the following conditions are met: (i"Transfer Notice") The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3 below, in connection with such Transfer, the name and address of this Section 7.2 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 not be entitled have the right to vote on matters coming before require Tenant to utilize Landlord's standard Transfer documents in connection with the Partnersdocumentation of such Transfer, participate (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the management form attached hereto as Exhibit E. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of the Partnershipno effect. Whether or not Landlord consents to any proposed Transfer, act Tenant shall pay Landlord's reasonable review and processing fees, as an agent of the Partnershipwell as any reasonable professional fees (including, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipwithout limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, within thirty (30) days after written request by Landlord.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may shall not be given unreasonably withheld if Landlord does not elect to proceed under Section 14.4 below, assign or withheld in the General Partner’s sole discretion. (b) In addition to the other requirements of otherwise transfer this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than twenty-five (25) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee and a copy of all 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 and such other information as Landlord may reasonably require. If there are any material 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 Section 7.2 Lease). 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 after written request by Landlord. Such fees shall not be entitled greater than $1,500.00 per request for Landlord consent. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to vote a proposed Transfer or otherwise has breached its obligations under this Article 14, Tenant’s and such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on matters coming before the Partnersbehalf of itself and, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units extent permitted by law, such proposed Transferee waives all other remedies against Landlord, including without limitation, the right to seek monetary damages or interests in the Partnershipto terminate this Lease.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord (which, which consent may as more particularly set forth in Section 14.2, below, shall not be given unreasonably withheld, conditioned, or withheld in the General Partner’s sole discretion. (b) In addition delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Section 7.2 Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay 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 after written request by Landlord, in an amount not to exceed Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) in the aggregate, but such limitation of fees shall only apply to the extent such Transfer is in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be entitled to vote on matters coming before the Partners, participate considered “in the management ordinary course of business” if such Transfer involves the Partnership, act as an agent review of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipdocumentation by Landlord on more than two (2) occasions.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c"Transfer Notice") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than fifteen (15) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred (the "Subject Space"), (iii) a calculation of the "Transfer Premium", as that term is defined in violation Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed documentation pertaining to the proposed Transfer (including, without limitation, any executed sublease or assignment agreement, as the case may be), including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) if Tenant proposes to assign the Lease other than to a Permitted Transferee Assignee, current financial statements of the proposed Transferee certified by an officer, partner or owner thereof and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Notwithstanding the foregoing, in the event that (A) stock in the entity which constitutes the proposed Transferee (as opposed to an entity that "controls" or is otherwise an "affiliate" of the proposed Transferee, as those terms are defined in Section 14.7 of this Section 7.2 shall not be entitled to vote Lease) is publicly traded on matters coming before a national stock exchange, and (B) the Partnersproposed Transferee has its own, participate separate and distinct 10K and 10Q filing requirements (as opposed joint or cumulative filings with an entity that controls the proposed Transferee or with entities which are otherwise affiliates of the proposed Transferee) and such entity’s financial information is readily available in the management public domain, then Tenant's obligation to provide Landlord with a copies of financial statement pursuant to clause (iv) of the Partnershippreceding sentence shall be deemed satisfied. Any Transfer made without Landlord's prior written consent shall, act at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's reasonable review and processing fees, as an agent of the Partnershipwell as any reasonable professional fees (including, receive distributions from the Partnership or have any other rights in or with respect without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, not to the Units or interests in the Partnershipexceed $3,500.00 for a particular Transfer, within thirty (30) days after written request by Landlord.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless is hereinafter sometimes referred to as a "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the following conditions are met: "Transfer Notice") shall include (i) The the proposed effective date of the Transfer, which shall not be less than forty-five (45) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer will not violate registration requirements under any Federal or state securities laws; Notice, (ii) The transferee delivers 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 Partnership proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's review and processing fees, as well as any reasonable legal fees incurred by Landlord, within thirty (30) days after written instrument agreeing request by Landlord. Notwithstanding anything to the contrary herein, Tenant may assign this Lease in connection with an acquisition, merger, or sale of substantially all its assets; provided that the assignee agrees in writing to be bound by the terms of this Agreement of, and assume all obligations of the transferor under Tenant under, this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and RegulationsLease. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented to the admission of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnership.

Transfers. (a) Other than Transfers to a Permitted Transferee Except as otherwise specifically provided or pursuant to Section 7.3permitted in this Article 14, 7.5Tenant shall not, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General Partner, Landlord (which consent may shall not be given unreasonably withheld, conditioned or withheld in the General Partner’s sole discretion. (b) In addition delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) a description of the transferring Partner portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the transferee shall have 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 an executed copy of all documentation effectuating the proposed Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and acknowledged 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 other instruments as Transferee’s business and proposed use of the General Partner may deem necessary Subject Space and desirable. (v) an executed estoppel certificate from Tenant stating the information set forth in items (a) through (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the PartnersArticle 17 below. Any Person 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 whom Units any proposed Transfer, Tenant shall pay Landlord’s (or interests 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 after written request by Landlord. Notwithstanding the foregoing, in the Partnership are attempted no event shall Tenant be required to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as pay Landlord an agent of the Partnership, receive distributions from the Partnership or have any other rights in or amount greater than Two Thousand Five Hundred and No/100 Dollars ($2,500.00) with respect to attorneys’ fees in connection with a request for Landlord’s consent to a Transfer, provided such Transfer involves only the Units or interests in the Partnershippreparation of a consent document by Landlord.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may shall not be given unreasonably withheld if Landlord does not elect to proceed under Section 14.4 below, assign or withheld in the General Partner’s sole discretion. (b) In addition to the other requirements of otherwise transfer this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than fifteen (15) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee and a copy of all 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 and 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 Section 7.2 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 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 be to seek a declaratory judgment and/or injunctive relief, and 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 not apply if Landlord’s conduct was determined to be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipbad faith.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General Partner, Landlord (which consent may be given or withheld in the General Partner’s Landlord's sole discretion. (b) In addition ), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c"Transfer Notice") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation 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 for the past two (2) years, including balance sheets, statements of profits and losses, and business credit reports, each certified by an officer, partner or owner thereof, history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in form 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 Section 7.2 Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's reasonable review and processing fees, as well as all actual, out-of-pocket professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, within thirty (30) days after receipt of written request by Landlord; provided, that such attorneys’ fees shall not be entitled to vote on matters coming before the Partners, participate exceed $4,000.00 in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipordinary course.

Transfers. (ai) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without Without the prior written consent of Lender, Borrower shall not, and shall not permit to occur, any (y) Transfer (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) of the General PartnerProperty, which any part thereof, or any legal or beneficial interest therein, or any direct or indirect Equity Interest in any Restricted Party, or (z) effectuate change of Control of a Restricted Party. Notwithstanding the foregoing provisions of this Section 5.1.1(d), the following Transfers (collectively, the “Permitted Transfers”) shall be permitted without Lender’s consent may be given or withheld in the General Partner’s sole discretion. (b) In addition subject to the satisfaction of the applicable terms and conditions set forth below): (A) Permitted Encumbrances; (B) Transfers of worn out or obsolete Personal Property that are promptly replaced with property of equivalent value and functionality if reasonably necessary or which is no longer necessary in connection with the operation of any Property; (C) the Master Lease and any other Leases that have been approved by Lender (or that do not require Lender’s approval) in accordance with the this Agreement; (D) the pledge of any direct or indirect Equity Interest in Borrower by Mezzanine Borrower in connection with the Mezzanine Loan and, Transfer of the direct Equity Interests in Borrower to Mezzanine Lender (and any change of Control in Borrower or Mezzanine Borrower), in each case, pursuant to a foreclosure or voluntary transfer in lieu thereof to the Mezzanine Lender or other exercise of remedies by Mezzanine Lender under the Mezzanine Loan Documents; (E) the Transfer of publicly traded shares on a nationally or internationally recognized stock exchange in any direct or indirect equity owner of Mezzanine Borrower; and (F) Transfer of the Property pursuant to a foreclosure or voluntary transfer in lieu thereof to Lender or other exercise of remedies by Lender; provided, however, in each case with respect to any such Transfer described in clause (E) above, the following conditions are satisfied: 1. to the extent Borrower has knowledge of any Transfer that would cause the transferee to increase its direct or indirect interest in Borrower to an amount which equals or exceeds 10% of the direct or indirect Equity Interests in Borrower (and such transferee did not hold at least a 10% interest prior to such Transfer), Borrower shall give Lender written notice of such Transfer, and an Officer’s Certificate certifying that the requirements of this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented to the admission of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnership.5.1.1

Transfers. During the applicable Lock-up Period, Transfers of Covered Securities shall not be permitted except in accordance with this Section 2 and as set forth in Section 3: (a) Other than Transfers Each Holder agrees not to a Permitted Transferee or pursuant to Section 7.3, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in Covered Securities during the Partnership without the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole discretionFirst Lock-up Period. (b) In addition to the other requirements of this Section 7.2, unless waived by the General Partner, no Each Holder agrees that it may Transfer of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; no more than fifty percent (50%) in the aggregate of all the Covered Securities held by such Holder as of the Consummation Date, from the period beginning on the first calendar day following the end of the First Lock-up Period until the last calendar day of the Second Lock-up Period; and (ii) no more than seventy-five percent (75%) in the aggregate of all the Covered Securities held by such Holder as of the Consummation Date (including with any Covered Securities transferred in any prior Lock-up Period), from the period beginning on the first calendar day following the end of the Second Lock-up Period until the last calendar day of the Third Lock-up Period. The transferee delivers to the Partnership a written instrument agreeing to be bound by the terms of transfer restrictions set forth in this Agreement and assume all obligations shall cease to apply commencing on the first calendar day immediately following the last day of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and RegulationsThird Lock-up Period. (c) No With respect to any Holder, the limitation on Transfers contained in Sections 2(a) and 2(b) shall not apply to (i) Transfers to Permitted Transferees of such Holder, (ii) Transfers to the Company, and (iii) Transfers by a Holder and its Affiliates to any other Holder and its Affiliates; provided, however, that any such transferee that is not a Holder shall execute and deliver to the Company a joinder agreement in form and substance attached as Exhibit A hereto, to evidence its agreement to be bound by, and to comply with, this Agreement as a Holder (each such Transfer described in clauses (i)-(iii) of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in this Section 2(b), subject to compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented to the admission of such transferee as 3, a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable“Permitted Transfer”). (d) A transferee The foregoing restrictions of a Partner’s Unit this Section 2 shall not limit the right of any Holder during any Lock-Up Period to make any demand for or interest in exercise any right with respect to, the Partnership registration of any Covered Securities or any securities convertible into or exercisable or exchangeable for Covered Securities so long as there are no sales of such shares of Covered Securities during any Lock-Up Period. In addition, no provision herein shall be deemed to restrict or prohibit the exercise or exchange by any Holder of any option or warrant to acquire shares of Covered Securities, or any other security exchangeable or exercisable for, or convertible into, Covered Securities; provided that is such Holder does not admitted as a Substituted Partner shall become an Economic Ownertransfer the Covered Securities acquired on such exercise or exchange during any Lock-Up Period, unless otherwise permitted pursuant to the terms of this Agreement. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation Notwithstanding any other provisions of this Section 7.2 2, any Holder shall not be entitled permitted to vote on matters coming before the Partnersmake transfers, participate in the management sales, tenders or other dispositions of Covered Securities pursuant to a tender offer for securities of the PartnershipCompany or any other transaction, act as an agent including, without limitation, a merger, consolidation or other business combination, involving a change of control of the PartnershipCompany (including, receive distributions from the Partnership without limitation, entering into any lock-up, voting or have similar agreement pursuant to which such Holder may agree to transfer, sell, tender or otherwise dispose of Covered Securities in connection with any such transaction, or vote any Covered Securities in favor of any such transaction in accordance with Article 5 or otherwise), provided that all Covered Securities subject to this agreement that are not so transferred, sold, tendered or otherwise disposed of remain subject to this Agreement; and provided further that it shall be a condition of transfer, sale, tender or other rights in disposition that if such tender offer or with respect other transaction is not completed, any Covered Securities subject to this Agreement shall remain subject to the Units or interests in the Partnershiprestrictions herein.

Transfers. 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 sell, assign, transfer, encumber, or otherwise dispose of (“Transfer”), directly or indirectly, any of the Senior Secured Notes, Convertible Notes, or any right or interest therein (collectively, 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) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3is an Initial Consenting Holder, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole discretion. (b) In addition is a Related Fund of an Initial Consenting Holder, or (c) any other Person consented to the other requirements of this Section 7.2, unless waived by the General PartnerIssuer (such consent not to be unreasonably conditioned, no Transfer withheld, or delayed), provided that, before such Transfer, such transferee shall agree in writing for the benefit of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers Parties to the Partnership become a written instrument agreeing Consenting Holder and to be bound by all of the terms of this Agreement applicable to Consenting Holders (including with respect to any and assume all obligations Claims and Interests it already may hold against or in the 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, ▇▇▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇▇▇, in which event, the transferee shall be deemed to be a Subsequent Consenting Holder hereunder to the extent of such transferred rights and obligations and the transferor shall be deemed to relinquish certain of its rights (and be released from certain of its obligations) under this Agreement with respect to the Units being transferred; (iii) The extent of such transferred rights and obligations. Each Consenting Holder agrees that any Transfer will of any Claim and Interest that does not result in comply with the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code terms and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer procedures set forth herein shall be made in compliance with Section 7.2(a) deemed void ab initio, and (b) and: (i) the General Partner each other Party shall have consented the right to enforce the admission voiding of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirableTransfer. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnership.

Transfers. (a) Other than Transfers to a Permitted Transferee 12.1 Geocom may at any time either during the Option Period or pursuant to Section 7.3thereafter, 7.5sell, 7.6 transfer or 7.8, no Person may Transfer otherwise dispose of all or any portion of its Units or any interest in and to the Partnership without Property and this Agreement provided that any purchaser, grantee or transferee of any such interest will have first delivered to TNR its agreement related to this Agreement and to the prior written consent Property, containing: (a) a covenant by such transferee to perform all the obligations of Geocom to be performed under this Agreement in respect of the General Partner, which consent may interest to be given or withheld in acquired by it from Geocom to the General Partner’s sole discretion.same extent as if this Agreement had been originally executed by Geocom and such transferee as joint and several obligors making joint and several covenants; and (b) In addition 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 Section 12.1. 12.2 No assignment by Geocom of any interest less than its entire interest in this Agreement and in the Property will, as between Geocom and TNR, discharge it from any of its obligations hereunder, but upon the transfer by Geocom 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), Geocom will be deemed to be discharged from all obligations hereunder save and except for the payment of the Royalty or other requirements fulfillment of contractual commitments accrued due before the date on which Geocom will have no further interest in this Agreement. 12.3 If TNR during the term of this Agreement: (a) receives a bona fide offer from an independent third party (in this Section only a "Proposed Purchaser") dealing at arm's length with TNR to purchase all or substantially all of its interest in the Property, which offer TNR desires to accept; or (b) TNR intends to sell all or substantially all of its interest in the Property, TNR will first offer (the "Offer") such interest in writing to Geocom upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by TNR, 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 TNR, mean the person or persons to whom TNR intends to offer its interest) and, if the offer received by TNR from the Proposed Purchaser provides for any consideration payable to TNR otherwise than in cash, the Offer will include TNR's good faith estimate of the cash equivalent of the non-cash consideration. 12.5 If within a period of 14 days of the receipt of the Offer Geocom notifies TNR in writing that it will accept the same, TNR will be bound to sell such interest to Geocom (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. 12.6 If the Offer so accepted by Geocom contains TNR's good faith estimate of the cash equivalent consideration as aforesaid, and if Geocom disagrees with TNR's best estimate, Geocom will so notify TNR at the time of acceptance and Geocom 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 Geocom so notifies TNR, the acceptance by Geocom will be effective and binding upon TNR and Geocom 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 Geocom, subject to prepayment as hereinafter provided, within 30 days following its determination by arbitration. 12.8 Geocom will in such case pay to TNR, against receipt of an absolute transfer of clear and unencumbered title to the interest of TNR being sold, the total purchase price which is specified in its notice to TNR and such amount will be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. 12.9 If Geocom fails to notify TNR before the expiration of the time limited therefor that it will purchase the interest offered, TNR 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 30 days, provided that the terms of this Section 7.2, unless waived 12.3 will again apply to such interest if the sale to the Proposed Purchaser is not completed within the said 30 days. 12.10 Any sale hereunder will be conditional upon the delivery by the General Partner, no Transfer Proposed Purchaser to Geocom of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing undertaking, in form and substance satisfactory to counsel for Geocom, to be bound by the terms and conditions of this Agreement. 12.11 Nothing herein shall prevent a party to this Agreement and assume from transferring all obligations but not less than all of its interest to a wholly-owned subsidiary of such party provided that such subsidiary remains a subsidiary of such party for not less than three years from the date of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and Regulationstransfer. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented to the admission of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnership.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Except as permitted in Section 7.314.8 below, 7.5Tenant shall not, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise 792986.06/WLA 186772-00003/2-28-19/gjn/gjn -2▇- ▇▇▇▇▇▇▇ ▇▇▇▇ Development, LLC [285 East Grand Avenue] [Unity Biotechnology, Inc.] transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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, agents 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c"Transfer Notice") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than twenty (20) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred (the "Subject Space"), (iii) the material terms of the proposed Transfer and the consideration therefor, including calculation of the "Transfer Premium", as that term is defined in violation 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, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and (v) any other information pertaining to the proposed Transfer reasonably requested by Landlord within ten (10) business days after its receipt of the Transfer Notice which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute a default by Tenant under this Section 7.2 Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord (not be entitled to vote on matters coming before the Partners, participate exceed $3,500 in the management of the Partnershipaggregate for any particular Transfer), act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipwithin thirty (30) days after written request by Landlord.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Except as provided in Sections 14.8 and 14.9 below, 7.5Tenant shall not, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien as a result of the General Partner, which consent may be given acts or withheld in the General Partner’s sole discretion. (b) In addition to the other requirements omissions of this Section 7.2, unless waived by the General Partner, no Transfer of all Tenant or any portion of Units Tenant Party to attach to, or otherwise transfer, this Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c"Transfer Notice") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3 below, in connection with such Transfer, the name and address of this Section 7.2 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 not be entitled have the right to vote on matters coming before require Tenant to utilize Landlord's standard, commercially reasonable consent to Transfer documents in connection with the Partnersdocumentation of Landlord's consent to such Transfer, participate (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, 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, (v) if the Transfer will result in occupancy of the Premises by more than one entity, then detailed plans showing required modifications to the Premises for demising, exiting, security and shared occupancy and (vi) an executed estoppel certificate from Tenant in the management form attached hereto as Exhibit E. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of the Partnershipno effect, act as an agent of the Partnershipand shall, receive distributions from the Partnership at Landlord's option, constitute a default by Tenant under this Lease. Whether or have not Landlord consents to any other rights in or with respect to the Units or interests in the Partnershipproposed Transfer, Tenant shall pay Landlord's reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, within thirty (30) days after written request by Landlord.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Except as otherwise set forth in Section 7.314.8 below, 7.5Tenant shall not, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless is hereinafter sometimes referred to as a "Transferee"). If Tenant desires Landlord's consent to any Transfer requiring Landlord's consent pursuant to this Article 14, Tenant shall notify Landlord in writing, which notice (the following conditions are met: "Transfer Notice") shall include (i) The the proposed effective date of the Transfer, which shall not be less than twenty (20) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer will not violate registration requirements under any Federal or state securities laws; Notice, (ii) The transferee delivers to a description of the Partnership a written instrument agreeing portion of the Premises to be bound by transferred (the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; "Subject Space"), (iii) The all of the material terms of the proposed Transfer will not result 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 Partnership being subject name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the Investment Company Act 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 1940Landlord's consent to such Transfer, as amended; and which standard consent must be on commercially reasonable terms, (iv) The current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer will 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 cause the Partnership Landlord consents to any proposed Transfer, and whether or not Landlord is required to consent to such Transfer, Tenant shall pay Landlord's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord in connection with such Transfer, within thirty (30) days after written request by Landlord ("Transfer Fee"), provided, Tenant shall not be treated required to pay more than Two Thousand Five Hundred Dollars ($2,500.00) as a “publicly traded partnership” within the meaning of the Code and Regulations. (c) No transferee of a Partner’s Unit or interest Transfer Fee in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance connection with Section 7.2(a) any one Transfer and (b) and: Landlord shall provide supporting documentation for the Transfer Fee. The foregoing Transfer Fee cap shall increase by ten percent (i10%) after each five (5) year period during the General Partner shall have consented to the admission of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirableLease Term. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnership.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof in excess of twenty-five percent (25%) of the rentable square feet in the Partnership shall Premises, 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and an executed copy of all documentation effectuating the proposed Transfer, including all operative documents to evidence such Transfer and all agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof (if at the time of such request the financial condition of Tenant is less than the financial condition of Tenant as of the date of this Section 7.2 shall not be entitled Lease), business credit and personal references and history of the proposed Transferee and any other reasonably information required by Landlord which will enable Landlord to vote on matters coming before reasonably determine the Partnersfinancial responsibility, participate character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space and (v) an executed estoppel certificate from Tenant in the management form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of the Partnershipno effect, act and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees (which currently equal $1,500.00 for each proposed Transfer), as an agent of the Partnershipwell as any reasonable professional fees (including, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipwithout limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, within thirty (30) days after written request by Landlord.

Transfers. (a) Other than Transfers to a Permitted Transferee 12.1 The Optionee may at any time either during the Option Period or pursuant to Section 7.3thereafter, 7.5sell, 7.6 transfer, or 7.8, no Person may Transfer otherwise dispose of all or any portion of its Units interest in and to the Property and this Agreement provided that any purchaser, grantee or transferee of any such interest shall have first delivered to the Optionor its agreement relating to this Agreement and to the Property, containing: (a) a convenant 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 purchaser, grantee or transferee as joint and several obligers making joint and several covenants; and (b) a provision subjecting any further sale, transfer or other disposition of such interest in the Partnership without Property and this Agreement or any portion thereof to the prior written consent restrictions contained in this paragraph (a). 12.2 No assignment by the Optionee of any interest less than its entire interest in this Agreement and in the Property shall, as between the Optionee and the Optionor, discharge it from any of its obligations hereunder, but upon the transfer by the Optionee of the General Partnerentire 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 shall be deemed to be discharged from all obligations hereunder save and except for the fulfillment of contractual commitments accrued due prior to the date on which the Optionee shall have no further interest in this Agreement. 12.3 If the Optionor should receive a bona fide offer from an independent third party (the “Proposed Purchaser”) dealing at arm’s length with the Optionor to purchase all or a part of its interest in the Property, which consent may be given offer the Optionor desires to accept, or withheld if the Optionor intends to sell all or a part of its interest in the General Partner’s sole discretionProperty: (a) The Optionor shall first offer (the “Offer”) such interest in writing to the Optionee upon terms no less favourable than offered by the proposed Purchaser or intended to be offered by the Optionor, as the case may be. (b) In addition The Offer shall specify the price, terms and conditions of such sale, the name of the Proposed Purchaser and shall, in the case of an intended offer by the Optionor, disclose 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 consideration payable to the other requirements Optionor otherwise that in cash, the offer shall include the Optionor’s good faith estimate of the cash equivalent of the non-cash consideration. (c) If within a period of 60 days of the receipt of the Offer the Optionee notifies the Optionor in writing that it will accept the offer, the Optionor shall be bound to sell such interest to the Optionee on the terms and conditions of the offer, If the Offer so accepted by the Optionee contains the Optionor’s good faith estimate of the cash equivalent of the non cash consideration as aforesaid, and if the Optionee disagrees with the Optionor’s best estimate, the Optionee shall so notify the Optionor at the time of acceptance and the Optionee shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the Optionee so notifies the Optionor, the acceptance by the Optionee shall be effective and binding upon the Optionor and the Optionee, and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration and shall be payable by the Optionee, subject to prepayment as hereinafter provided, within 60days following its determination by arbitration. The Optionee shall 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 shall be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. (d) If the Optionee fails to notify the Optionor before the expiration of the time limit 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 60 days, but the terms of this Section 7.2, unless waived by paragraph shall again apply to such interest if the General Partner, no Transfer of all or any portion of Units or any interest in sale to the Partnership Proposed Purchaser is not completed within such 60 days. (e) Any sale hereunder shall be made unless conditional upon the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers Proposed Purchaser delivering a written undertaking to the Partnership a written instrument agreeing Optionee, in form and substance satisfactory to its counsel, to be bound by the terms and conditions of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and RegulationsAgreement. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented to the admission of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnership.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Except as provided below, 7.5Tenant shall not, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within "Transferee"). If Tenant shall desire Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c"Transfer Notice") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than twenty (20) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation (the "Subject Space"), (iii) all of this Section 7.2 shall not 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 entitled true and correct, that the proposed Transferee intends to vote on matters coming before the Partners, participate use or store in the management 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 the Partnershipno effect, act as an agent of the Partnershipand shall, receive distributions from the Partnership at Landlord's option, constitute a default by Tenant under this Lease. Whether or have any other rights not Landlord shall grant consent, within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its reasonable legal fees incurred by Landlord in or connection with respect to the Units or interests in the Partnership.Tenant's proposed Transfer. 843078.08/SD374622-00033/8-4-16/MLT/dek -29- GENESIS SSF - ONE TOWER PLACE[Achaogen, Inc.]

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General Partner, Landlord (which consent may shall not be given unreasonably withheld, conditioned or withheld in the General Partner’s sole discretion. delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien (bnot otherwise prohibited under Article 9) In addition to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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’s parent company, sister entities 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer (the “Contemplated Effective Date”), which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3 below, in connection with such Transfer, the name and address of this Section 7.2 shall not 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 entitled executed to vote on matters coming before evidence such Transfer or the Partnersagreements incidental or related to such Transfer, participate (iv) current financial statements of the proposed Transferee certified by an officer of the Transferee, business credit and history of the proposed Transferee, business references and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the management form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, within thirty (30) days after written request by Landlord, the Partnership, act as an agent total amount of the Partnership, receive distributions from the Partnership or have any other rights in or with respect such review fee(s) not to the Units or interests exceed not to exceed $1,500.00 in the Partnershipaggregate for any requested assignment or sublease (said amount to be inclusive of any and all consultant, professional and/or attorney fees and Landlord’s internal review), unless the requested documentation is unusually extensive or complex or requires excessive amounts of attorney time.

Transfers. (a) Other than Transfers to Except in connection with a Permitted Transferee or pursuant to Section 7.3Transfer (as defined below), 7.5Tenant shall not, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of Landlord (not to be unreasonably withheld, conditioned, or delayed), assign, sublet, license, mortgage, pledge, hypothecate, encumber, or transfer this Lease or the General PartnerPremises in whole or in part 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, operation of law or otherwise, or permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as "Transfers" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, with a copy simultaneously delivered via email to Landlord and with a copy delivered via email to 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 may be given to Transfer documents in connection with the documentation of Landlord's consent to such Transfer, subject to commercially reasonable modifications, (iv) current financial statements of the proposed Transferee certified by an officer, partner or withheld owner thereof, business credit and personal references and history of the proposed Transferee and any other commercially reasonable information reasonably required by Landlord which will enable Landlord to determine the "Net Worth" (as that term is defined in Section 14.8 below) and 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 complete statement, certified by an independent certified public accountant, or ▇▇▇▇▇▇'s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, and (vi) an executed estoppel certificate from Tenant in the General Partner’s sole discretion. form attached hereto as Exhibit D. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute an Event of Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's actual and reasonable out-of-pocket review and processing fees, as well as any reasonable professional fees (bincluding, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) In addition incurred by Landlord, within thirty (30) days after written request by Landlord. Notwithstanding anything contained in this Lease to the contrary, Tenant shall not: (a) make a Transfer to an entity in which, under the Internal Revenue Code of 1986, as amended (the "Code"), any entity that directly or indirectly owns Landlord and is qualified as a real estate investment trust (a "REIT Owner") owns, directly, indirectly or by applying constructive ownership rules set forth in Section 856(d)(5) of the Code, a ten percent (10%) or greater interest; or (ii) make any Transfer or other requirements of this action under Section 7.214.8, unless waived by the General Partnerbelow, no Transfer of all or in a manner that would cause any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers amounts received by Landlord pursuant hereto to the Partnership a written instrument agreeing fail to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, qualify as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” "rents from real property" within the meaning of the Code and Regulations. (cSection 856(d) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented to the admission of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the PartnershipCode.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign or withheld in the General Partner’s sole discretion. (b) In addition to the other requirements of otherwise transfer this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). In no event may Tenant mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, this Lease. If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than forty-five (45) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation 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, 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 such other information as Landlord may reasonably require. As a condition to ▇▇▇▇▇▇▇▇’s consent to any proposed assignment of this Section 7.2 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 (which fees shall not be entitled to vote on matters coming before the Partnersexceed, participate in the management of the Partnershipaggregate, act as an agent of the Partnership$2,500.00 per request for consent), receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipwithin thirty (30) days after written request by ▇▇▇▇▇▇▇▇.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign or withheld in the General Partner’s sole discretion. (b) In addition to the other requirements of otherwise transfer this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall Premises or any part thereof, 26 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 unless is hereinafter sometimes referred to as a "Transferee"). Notwithstanding the following conditions are met: (iforegoing and upon written notice to Landlord, Tenant may assign this Lease to any of Tenant's Affiliates provided that the Transferee(s) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers to assume the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of Tenant hereunder pursuant to an instrument reasonably acceptable to Landlord and further provided that the transferor Transfer is not a subterfuge by Tenant to avoid its obligations under this Agreement with respect Lease (the foregoing is hereinafter sometimes referred to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within "Permitted Transfer"). In no event may Tenant mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, this Lease. If Tenant shall desire Landlord's consent to any Transfer other than a Permitted Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c"Transfer Notice") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than forty-five (45) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before (the Partners"Subject Space"), participate in the management (iii) all of the Partnership, act as an agent terms of the Partnershipproposed Transfer and the consideration therefor, receive distributions from including a calculation of the Partnership "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 have the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other rights in 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 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 with respect not Landlord shall grant consent, Tenant shall pay Landlord's review and processing fees, as well as any reasonable legal fees (such legal fees not to the Units or interests in the Partnershipexceed One Thousand Five Hundred Dollars ($1,500.00) per Transfer) incurred by Landlord, within thirty (30) days after written request by Landlord.

Transfers. (a) Other than Transfers Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 14 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a Permitted Transferee or pursuant to Section 7.3, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any transferable interest in the Partnership property. Tenant shall not, without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include: (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partnerdelivery of the Transfer Notice; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation 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 requested by Landlord within five (5) days after its initial receipt of the Transfer Notice, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space; (v) an executed estoppel certificate from Tenant; and (vi) such other information as Landlord may reasonably request within five (5) days after its initial receipt 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 by Tenant under this Lease. Whether or not Landlord shall grant consent, Tenant shall pay Landlord’s review and processing fees (not to exceed $500), as well as any reasonable legal fees incurred by Landlord, within thirty (30) days after written request by Landlord. Notwithstanding the provisions of Section 14.2 or any other provision of this Section 7.2 Article 14, Landlord’s consent to any mortgage, pledge, hypothecation, encumbrance or lien upon Tenant’s interest in this Lease shall not be entitled subject to vote on matters coming before the PartnersLandlord’s sole and absolute discretion, participate and shall be void until and unless such consent of Landlord is given in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipwriting.

Transfers. (a) Other than Transfers to Except for an assignment of this Lease or a Permitted Transferee or pursuant to Section 7.3, 7.5, 7.6 or 7.8, no Person may Transfer 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 mortgage, pledge, hypothecate, encumber or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any other transfer of this Lease or any interest hereunder by operation of law 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. Except as otherwise provided herein, Tenant shall not Transfer this Lease or its interest in any portion of its Units or any interest in the Partnership Premises without the Landlord's prior written consent of the General Partnerconsent, which consent may shall not be given unreasonably withheld or withheld delayed. If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the General Partner’s sole discretion. (b"Transfer Notice") In addition to the other requirements of this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than ten (10) business days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation 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 7.2 14.1, (v) a complete statement, certified by an independent certified public accountant, or ▇▇▇▇▇▇'s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and 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 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 (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 prior written consent (or deemed consent as described above) shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute an Event of Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay 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 after written request by Landlord, provided that such cost and expenses shall not be entitled to vote on matters coming before the Partners, participate exceed Two Thousand Five Hundred Dollars ($2,500.00) for a Transfer in the management ordinary course of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipbusiness.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within "Transferee"). If Tenant shall desire Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c"Transfer Notice") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation (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) 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 if not cured within ten (10) days following notice, shall, at Landlord's option, constitute a default by Tenant under this Section 7.2 Lease. Whether or not Landlord shall not be entitled to vote on matters coming before the Partnersgrant consent, participate Tenant shall pay, as additional rent hereunder, a fee in the management amount of the PartnershipFive Hundred Dollars ($500.00) plus Landlord's reasonable legal fees incurred by Landlord, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipwithin thirty (30) days after written request by Landlord.

Transfers. 12.1. Buyer may sell, assign, grant a participation or security interest in, or otherwise transfer (aeach, a “Transfer”) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units the Participation, or any interest in the Partnership Participation, without the consent of or notice to Seller; provided, however, that, except for any Transfer made to the State pursuant to the Deed of Disclosed Pledge of Receivables or the Pledge and Security Agreement, (a) no Transfer shall be effective unless (i) such Transfer does not violate any applicable law or regulation or cause Seller to violate or be in breach of any provision of any Asset Documentation, (ii) the transferee in such Transfer (the “Transferee”) makes to Buyer for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1, 9.1(c) and 20.3 and (iii) the Transferee either (A) is organized under the laws of the United States or any State thereof or (B) has (1) represented to Seller that under applicable law and treaties no taxes will be required to be withheld by Seller with respect to any payments to be made to such Transferee in respect of the Participation and (2) shall have furnished to Seller such forms, certifications, statements and other documents as Seller has requested or may request from time to time to evidence the Transferee’s exemption from the withholding of any tax imposed by any jurisdiction or to enable Seller to comply with any applicable laws or regulations relating thereto and (b) notwithstanding any such sale, assignment, participation or transfer, unless Seller otherwise consents in writing (which consent Seller shall not unreasonably withhold or delay), Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s obligations under this Agreement. 12.2. Seller may not assign any of its rights or obligations under this Agreement or under any Security to the extent such rights or obligations are related to the Buyer’s Proportion of such Security without the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed). (a) If a Security is trading at or above its par value plus accrued interest, Buyer has the General Partnerright to instruct Seller in writing, which consent may be given on a commercial best efforts basis, to sell such Security at or withheld in above its par value plus accrued interest or at such price level as indicated by Buyer but not lower than the General Partner’s sole discretion.par value plus accrued interest. NY12534:201921.4 (b) In addition If a Security is trading below its par value plus accrued interest, Buyer has the right to instruct Seller in writing, on a commercial best efforts basis, to sell the other requirements Buyer’s Proportion of this Section 7.2such Security at or above the price level indicated by Buyer. To the extent less than the entirety of Buyer’s Proportion of such Security is sold, unless waived by the General Partner, no Transfer of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement Buyer’s Proportion with respect to such Security shall thereafter be adjusted to reflect the Units being transferred; (iii) The Transfer will not result in relative beneficial interests of Buyer on the Partnership being subject to one hand and the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning holders of the Code and RegulationsRetained Proportion on the other in such Security. (c) No transferee Seller will not sell any Securities without the prior written consent of a Partner’s Unit Buyer; provided, however, that if Buyer instructs Seller pursuant to subsection (a) or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner above, it shall be deemed to have consented to the admission sale by the Seller of a pro rata portion of the Retained Proportion of the relevant Security which sale, if executed within a period of one month before or after the date of the sale of the Buyer’s Proportion of such transferee as a Substituted Partner; and (ii) Security, must be on terms no more favorable to the transferring Partner and Seller than the transferee shall have executed and acknowledged terms on which it sells the Buyer’s Proportion of such other instruments as the General Partner may deem necessary and desirableSecurity. (d) A transferee If any U.S. federal or U.S. State regulatory requirement (whether by way of a Partner’s Unit statute or interest in the Partnership that is not admitted as a Substituted Partner shall become regulation or by way of an Economic Owner. (eorder, instruction, direction or request of any U.S. federal or U.S. State supervisory or other governmental authority) Each Partner hereby acknowledges the reasonableness would prohibit, restrict, subject to consent requirements or delay or otherwise adversely affect any sale of Securities or sale of the prohibition contained in Retained Proportion or the Buyer’s Proportion of such Securities, the Seller shall procure (bij wijze van resultaatsverbintenis) that any such prohibition, restriction, consent requirement, delay or other effect is fully complied with or removed prior to the date of such intended sale, so that each divestment as contemplated by this Section 7.2 12.3 can be realized on the date contemplated by Buyer without being in view any respect affected by such prohibition, restriction, consent requirement, delay or other effect. For the avoidance of doubt, the purposes existence of any such prohibition or restriction or consent requirement from time to time or the Partnership and inability for Seller to comply therewith or remove the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 same for any reason whatsoever shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership constitute a force majeure or have any other rights in or with respect to the Units or interests in the Partnershipdefense for Seller.

Transfers. Subject to Clauses 20.5(I) (aRestriction on transfer of Commitments), any Lender (the “Transferor Bank”) Other 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 Transfers 50% of the issued shares, or to a Permitted Transferee federal reserve bank, central bank or pursuant to Section 7.3, 7.5, 7.6 other monetary or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership regulatory authority having jurisdiction over such Lender (a “Related Bank”) without the prior written consent of the General PartnerBorrower; or (B) part of its rights, benefits 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), all or part of its rights, benefits 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, as a result of such transfer, the aggregate Commitments of the Joint Arrangers would fall below thirty five point one per cent (35.1%) of the aggregate Commitments of all the Lenders together) (any such transferee being herein referred to as a “Transferee 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). Upon signature of any such Transfer Certificate by the Facility Agent, which consent may signature shall be given or withheld in the General Partner’s sole discretion. (b) In addition effected as promptly as is practicable after such Transfer Certificate has been delivered to the other requirements Facility Agent, and subject to the terms of this Section 7.2such Transfer Certificate, unless waived by the General Partner, no such Transfer of all or Certificate shall have effect as set out below. The following further provisions shall have effect in relation to any portion of Units or any interest in the Partnership shall be made unless the following conditions are met:Transfer Certificate:- (i) The a Transfer will not violate registration requirements under any Federal Certificate may be in respect of a Lender’s rights in respect of all or state securities lawspart of its Commitment and shall be in respect of the same proportion of its Percentage and of its Contribution; (ii) The transferee delivers to the Partnership a written instrument agreeing to Transfer Certificate shall only be bound by the terms in respect of this Agreement rights and assume all obligations of the transferor under 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 case may be and such other rights and obligations may only be transferred in accordance with any applicable provisions of this Agreement with respect to the Units being transferredAgreement; (iii) The a Transfer will not result Certificate shall take effect in accordance with English law as follows:- (a) to the extent specified in the Partnership being subject 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 Investment Company Act Transferee Bank absolutely, free of 1940any 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 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 amendedit 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 Borrower 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 Transferor Bank ceases to be entitled to them; (g) the rights and equities of the Borrower referred to above include, but are not limited to, any right of set off and any other kind of cross-claim; and (ivh) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning Borrower and each of the Code other Banks hereby irrevocably authorise and Regulations. (c) No transferee 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 a Partner’s Unit or interest in any Transfer Certificate, the Partnership Facility Agent shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) notify the General Partner shall have consented to Borrower, the admission of such transferee as a Substituted Partner; and (ii) other Agents, the transferring Partner Transferor Bank and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirableTransferee Bank. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnership.

Transfers. Tenant shall not, without the prior written reasonable consent of Landlord except as provided herein to the contrary, assign, mortgage, pledge, hypothecate, 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 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 (aall 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) Other than Transfers to a Permitted Transferee or 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 Section 7.3the terms and conditions of this Article 14, 7.5, 7.6 or 7.8, 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 Person may event shall the terms of a proposed Transfer provide the Transferee with a right of first offer to all or any portion of its Units or the Premises. If Tenant shall desire Landlord’s consent to any interest Transfer, Tenant shall notify Landlord in the Partnership without the prior written consent of the General Partnerwriting, which consent may be given or withheld in notice (the General Partner’s sole discretion. (b“Transfer Notice”) In addition to the other requirements of this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred (the “Subject Space”), (iii) the substantive terms of the proposed Transfer 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 violation the case of this Section 7.2 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 proposed assignment of the Lease), character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject 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 Landlords prior written consent shall, at Landlord’s option, be null, void and of no effect. Whether or not Landlord shall grant consent, Tenant shall, within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable legal fees and expenses incurred by Landlord in connection with its review of a proposed Transfer; provided, however, Landlord’s legal fees and expenses in connection with the review of such sublease shall not be entitled exceed $2,500.00 during the Initial Lease Term, and $5,000.00 during any extension thereafter. Notwithstanding anything in this Lease to vote on matters coming before the Partnerscontrary, participate no restriction in any other tenant or subtenant’s lease or sublease restricting the subleasing of space to another tenant in the management of Real Property shall be enforced by Landlord as to Tenant and/or the Partnershipother tenant or subtenant so as to prevent or restrict an assignment, act as an agent of the Partnership, receive distributions from the Partnership sublease or have any other rights in or with respect sub-sublease to the Units or interests Tenant if either Landlord has no available space in the PartnershipRetail 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. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective ./ -/// -35- K▇▇▇▇▇ R▇▇▇▇▇, L.P. [ACADIA Pharmaceuticals Inc.] date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3 below, in connection with such Transfer, the name and address of this Section 7.2 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 not be entitled have the right to vote on matters coming before require Tenant to utilize Landlord’s standard Transfer documents in connection with the Partnersdocumentation of such Transfer, participate (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space and (v) an executed estoppel certificate from Tenant in the management form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of the Partnershipno effect, act and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees, as an agent of the Partnershipwell as any reasonable professional fees (including, receive distributions from the Partnership or have without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, within thirty (30) days after written request by Landlord, provided, however, in no event shall any other rights in or with respect to the Units or interests such ‘fees exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the Partnershipaggregate per proposed Transfer for Transfers in the ordinary course of business.

Transfers. Notwithstanding any provision to the contrary, the Tenant may assign this Lease or sublet the Leased Premises without the Landlord’s consent to one of the following entities (aa “Permitted Transferee”) Other than Transfers in connection with one of the following transactions (individually, “Permitted Transfer” and collectively, “Permitted Transfers”): (i) to a Permitted Transferee joint venture partner or pursuant to Section 7.3any corporation or other entity that is affiliated with or controls, 7.5is controlled by or is under common control with the Tenant; (ii) to any corporation or other entity resulting from a merger, 7.6 acquisition, consolidation or 7.8, no Person may Transfer all reorganization of or any portion of its Units with the Tenant; or any interest (iii) in connection with the Partnership without the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole discretion. (b) In addition to the other requirements of this Section 7.2, unless waived by the General Partner, no Transfer sale of all or any portion substantially all of Units the assets of the Tenant, so long as the Tenant provides evidence to the Landlord in writing that such assignment or any interest sublease complies with the criteria set forth in the Partnership shall be made unless (i), (ii) or (iii) above and provided the following conditions conditions, if applicable, are met: : (i1) The Transfer the Leased Premises may not be subdivided in such a manner that would not be a rational division of the Leased Premises in Landlord’s reasonable opinion, (2) such assignee’s or subtenant’s use will not violate registration requirements under any Federal then-existing tenant’s exclusivity or state securities laws; non-compete provision in such tenant’s lease, (ii3) The transferee delivers if the original Tenant named hereunder ceases to the Partnership a written instrument agreeing exist or continue as an on-going viable entity then such assignee’s or sublessee’s net worth must be determined by Landlord to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement reasonably credit worthy with respect to the Units being transferred; remaining obligations undertaken by such assignee or sublessee, (iii4) The Transfer will not result if the Tenant remains in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated existence as a “publicly traded partnership” within separate legal entity following the meaning of the Code and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented to the admission of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 transfer, it shall not be entitled released from liability under this Lease, (5) any such assignee shall assume in a writing delivered to vote on matters coming before the Partners, participate in the management Landlord all of the Partnership, act as an agent Tenant’s obligations under this Lease effective upon the consummation of the Partnershiptransfer, receive distributions from and (6) the Partnership or have any other rights in or with respect Tenant shall give written notice to the Units or interests in Landlord of the Partnershipproposed transfer within (15) days after the consummation thereof.

Transfers. Subject 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 consent of the Borrower; or (B) part of its rights, benefits 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 (Lead Arrangers’ right of first refusal), all or part of its rights, benefits 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 Lead Arranger if, as a result of such transfer, the aggregate Commitments of the Lead Arrangers would fall below thirty five point one per cent (35.1%) of the aggregate Commitments of all the Lenders together) (any such transferee being herein referred to as a “Transferee 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 (a) Other than Transfers to it is effected or evidenced by a Permitted Transferee Transfer Certificate which complies with the provisions of this Clause 24.3 and is signed by or pursuant to Section 7.3, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent on behalf of the General PartnerTransferor Bank, which consent may be given or withheld in the General Partner’s sole discretion. Transferee Bank and the Facility Agent (on behalf of itself, the Borrower and the other Banks) and (b) In addition 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 other requirements Facility Agent, and subject to the terms of this Section 7.2such Transfer Certificate, unless waived by the General Partner, no such Transfer of all or Certificate shall have effect as set out below. The following further provisions shall have effect in relation to any portion of Units or any interest in the Partnership shall be made unless the following conditions are met:Transfer Certificate:- (i) The a Transfer will not violate registration requirements under any Federal Certificate may be in respect of a Lender’s rights in respect of all or state securities lawspart of its Commitment and shall be in respect of the same proportion of its Percentage and of its Contribution; (ii) The transferee delivers to the Partnership a written instrument agreeing to Transfer Certificate shall only be bound by the terms in respect of this Agreement rights and assume all obligations of the transferor under 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 case may be and such other rights and obligations may only be transferred in accordance with any applicable provisions of this Agreement with respect to the Units being transferredAgreement; (iii) The a Transfer will not result Certificate shall take effect in accordance with English law as follows:- (a) to the extent specified in the Partnership being subject 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 Investment Company Act Transferee Bank absolutely, free of 1940any 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 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 amendedit 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 Borrower 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 Transferor Bank ceases to be entitled to them; (g) the rights and equities of the Borrower referred to above include, but are not limited to, any right of set off and any other kind of cross-claim; and (ivh) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning Borrower and each of the Code other Banks hereby irrevocably authorise and Regulations. (c) No transferee 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 a Partner’s Unit or interest in any Transfer Certificate, the Partnership Facility Agent shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) notify the General Partner shall have consented to Borrower, the admission of such transferee as a Substituted Partner; and (ii) other Agents, the transferring Partner Transferor Bank and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirableTransferee Bank. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnership.

Transfers. Tenant shall not do any of the following (aeach a "TRANSFER") Other than Transfers to a Permitted Transferee or pursuant to Section 7.3, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of Landlord: (1) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or 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 General Partner, which consent may be given or withheld transfer of an ownership interest in Tenant so as to result in a change in the General Partner’s sole discretion. current control of Tenant, (b4) In addition to sublet all or any portion of the Premises, (5) grant any license, concession, or other requirements right of this Section 7.2, unless waived by the General Partner, no Transfer occupancy of all or any portion of Units the Premises, or (6) permit the use of the Premises by any interest parties other than Tenant. Tenant may request Landlord's consent to a Transfer by delivering to Landlord a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: 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 (A) is creditworthy in accordance with Landlord's then-current credit standards for prospective tenants of the Complex of the proposed transferee's type and size, (B) has a good reputation in the Partnership business community, (C) in Landlord's opinion does not compete with any tenant in the Complex, and (D) is not another tenant of the Complex; otherwise, Landlord may withhold its consent in its sole discretion. Notwithstanding the foregoing, the Tenant named herein ("ADESSO") shall be made unless entitled to assign the following conditions are met: 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 (i) The Transfer will not violate registration requirements "PERMITTED NEW TENANT"), without Landlord's consent 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 the Tenant under any Federal or state securities laws; (ii) The transferee delivers this Lease and agrees to the Partnership a written instrument agreeing to observe and be bound by all terms and provisions hereof. Landlord shall 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 this Agreement the foregoing sentence. Concurrently with each request for Landlord's consent to a Transfer, Tenant shall pay to Landlord a fee of $500.00 to defray Landlord's expenses in reviewing such request, and assume Tenant shall also reimburse Landlord immediately upon request for Landlord's attorney fees incurred in connection with 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 obligations of the transferor space in the Premises shall be liable only for obligations under this Agreement with respect Lease that are properly allocable to the Units being transferred; (iii) The Transfer will not result in the Partnership being space subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause for the Partnership to be treated as a “publicly traded partnership” within the meaning period of the Code Transfer. No Transfer shall release Adesso from its obligations under this Lease, but, rather, Adesso shall remain jointly and Regulations. (c) No 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 Partner’s Unit guarantee or interest 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 the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented addition to the admission of its other remedies, may collect directly from such transferee as 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 Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirableproposed subletting or assignment. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnership.

Transfers. (a) Other than Transfers Prior to a Permitted Transferee the repayment in full of the Note, the Borrower shall not assign or pursuant attempt to Section 7.3assign the Loan Modification Agreement or any right therein, 7.5nor make any total or partial sale, 7.6 transfer, conveyance or 7.8assignment of the whole or any part of the Property, no Person may Transfer all 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 Units 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 interest in other party from any obligations under the Partnership Loan Modification Agreement. (d) In the event of a Transfer without the prior written consent of the General PartnerCity, which consent may be given or withheld in the General Partner’s sole discretion. (b) In addition to principal balance of the other requirements of this Section 7.2Note, unless waived by the General Partnerwith interest, no Transfer of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met:immediately due and payable in full. (i) The Transfer will not violate registration requirements under any Federal As used herein, “Transfer” includes the sale, transfer or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations conveyance of the transferor under this Agreement with respect Property, the Improvements, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, or any agreement to do so; the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act execution of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as any installment land sale contract or similar instrument affecting all or a “publicly traded partnership” within the meaning portion of the Code and Regulations. (c) No transferee Property or the Improvements; or the lease of a Partner’s Unit all or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented to the admission of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness substantially all of the prohibition contained Property or Improvements, except as provided in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation subparagraph (e)(iii) of this Section 7.2 shall not be entitled to vote on matters coming before the Partners13, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipbelow.

Transfers. Tenant shall not, without the prior written reasonable consent of Landlord except as provided herein to the contrary, assign, mortgage, pledge, hypothecate, 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, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (aall 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) Other than Transfers to a Permitted Transferee or 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 Section 7.3the terms and conditions of this Article 14, 7.5, 7.6 or 7.8, 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 Person may event shall the terms of a proposed Transfer provide the Transferee with a right of first offer to all or any portion of its Units or the Premises. If Tenant shall desire Landlord's consent to any interest Transfer, Tenant shall notify Landlord in the Partnership without the prior written consent of the General Partnerwriting, which consent may be given or withheld in notice (the General Partner’s sole discretion. (b"Transfer Notice") In addition to the other requirements of this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred (the "Subject Space"), (iii) the substantive terms of the proposed Transfer 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 violation the case of this Section 7.2 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 proposed assignment of the Lease or a proposed sublease involving three (3) or more floors of the Premises), 804296.08/LAH4321-047/10-7-08/nng/law -▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject 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 prior written consent shall, at Landlord's option, be null, void and of no effect. Whether or not Landlord shall grant consent, Tenant shall, within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable legal fees and expenses incurred by Landlord in connection with 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 be entitled exceed $1,500.00 during the Initial Period, and $3,000.00 during the Extended Term. Notwithstanding anything in this Lease to vote on matters coming before the Partnerscontrary, participate no restriction in any other tenant or subtenant's lease or sublease restricting the subleasing of space to another tenant in the management 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 Partnership, act Building (unless Landlord has available space in the Building for direct lease to Tenant of comparable size as an agent 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 Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnership.Tenant Work Letter)

Transfers. 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 sell, assign, transfer, encumber, or otherwise dispose of (“Transfer”), directly or indirectly, any of the Senior Secured Notes, Convertible Notes, or any right or interest therein (collectively, 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) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3is an Initial Consenting Holder, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole discretion. (b) In addition is a Related Fund of an Initial Consenting Holder, or (c) any other Person consented to the other requirements of this Section 7.2, unless waived by the General PartnerIssuer (such consent not to be unreasonably conditioned, no Transfer withheld, or delayed), provided that, before such Transfer, such transferee shall agree in writing for the benefit of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers Parties to the Partnership become a written instrument agreeing Consenting Holder and to be bound by all of the terms of this Agreement applicable to Consenting Holders (including with respect to any and assume all obligations Claims and Interests it already may hold against or in the 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 transferee shall be deemed to be a Subsequent Consenting Holder hereunder to the extent of such transferred rights and obligations and the transferor shall be deemed to relinquish certain of its rights (and be released from certain of its obligations) under this Agreement with respect to the Units being transferred; (iii) The extent of such transferred rights and obligations. Each Consenting Holder agrees that any Transfer will of any Claim and Interest that does not result in comply with the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code terms and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer procedures set forth herein shall be made in compliance with Section 7.2(a) deemed void ab initio, and (b) and: (i) the General Partner each other Party shall have consented the right to enforce the admission voiding of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirableTransfer. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnership.

Transfers. (a) Other than Transfers to Except in connection with a Permitted Transferee or pursuant to Transfer (as that term is defined in Section 7.314.8 below), 7.5Tenant shall not, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c"Transfer Notice") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute an Event of Default by Tenant under this Section 7.2 Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, within thirty (30) days after written request by Landlord, provided that such fees shall not be entitled to vote on matters coming before the Partners, participate exceed Two Thousand Five Hundred Dollars ($2,500.00) for any such Transfer request made in the management ordinary course of the Partnershipbusiness, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights and no such fee shall be payable in or connection with respect to the Units or interests in the Partnershipa Permitted Transfer.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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) 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 after written request by Landlord, Tenant shall pay to Landlord Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord in violation connection with ▇▇▇▇▇▇’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 7.2 shall not be entitled 14.1 hereinafter referred to vote on matters coming before as a “Permitted Transferee”). “Control” means the Partnersability, participate in directly or indirectly, to direct management and policies of another person or entity, whether through the management ownership of the Partnershipvoting securities, act as an agent of the Partnershipby contract, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipotherwise.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c"Transfer Notice") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than forty-five (45) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before (the Partners"Subject Space"), participate in the management (iii) all of the Partnership, act as an agent material terms of the Partnershipproposed Transfer and the consideration therefor (including calculation of the "Transfer Premium", receive distributions from as that term is defined in Section 14.3 below, in connection with such Transfer), the Partnership 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 have the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other rights in information reasonably required by Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or with respect not Landlord consents to the Units or interests in the Partnership.any proposed Transfer,

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent (except as otherwise provided in SECTION 14.8 below) of the General PartnerLandlord, which consent may will not be given unreasonably withheld, conditioned or withheld in the General Partner’s sole discretion. (b) In addition delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within "TRANSFEREE"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c"TRANSFER NOTICE") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation 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) an executed estoppel certificate from Tenant in the form attached hereto as EXHIBIT E. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option (to the extent not cured within the applicable notice and cure period), constitute a default by Tenant under this Section 7.2 Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall, within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable and actual out-of-pocket third-party costs and expenses incurred by Landlord in connection with its review of a proposed Transfer; provided that such costs and expenses shall not be entitled to vote on matters coming before the Partners, participate exceed One Thousand and No/100 Dollars ($1,000.00) for a Transfer in the management ordinary course of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnership.business. -41-

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than twenty (20) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation (the “Subject Space”), (iii) all of this Section 7.2 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 (which Landlord shall treat as confidential and not disclose), (v) a list of Hazardous Materials, certified by the proposed Transferee to be entitled true and correct, that the proposed Transferee intends to vote on matters coming before the Partners, participate use or store in the management 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 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 Partnership, act as an agent sum of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the PartnershipThree Thousand Dollars ($3,000.00).

Transfers. The 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) Other than Transfers to a Permitted Transferee and (c) below, or as specifically approved pursuant to Section 7.3, 7.5, 7.6 or 7.810.14 below, no Person Transfer may Transfer all be made, suffered or created by the Lessee, or any portion of its Units or any interest in the Partnership Owner without the prior written consent of the General Partner, City Manager which consent may shall not be given unreasonably withheld or withheld delayed. The City Manager, in the General Partner’s his sole discretion., may, 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 grantee is an institutional investor or an agent, designee or nominee of an institutional investor which is wholly owned or controlled by an institutional investor, and that such purchaser or grantee within six (6) months after taking possession of the Premises, shall have entered into an agreement for the management and operation of the Premises with an Acceptable Operator or is itself an Acceptable Operator; (b) In addition any Transfer to the other requirements of this Section 7.2, unless waived an Acceptable Operator consented to by the General Partner, no Transfer of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities lawsCity Manager; (ii) The transferee delivers to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and Regulations. (c) No transferee 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 fifteen percent (15%) of the issued and outstanding stock of Lessee; The Parties hereby acknowledge and agree that anything herein to the contrary notwithstanding, the “going public” by Lessee, including, but not limited to, the filing of a Partner’s Unit registration statement with the Securities and Exchange Commission, the creation of one or interest in more classes of stock and the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented offering of shares of stock to the admission of such transferee as public for purchase, shall not constitute a Substituted Partner; and (ii) Transfer hereunder and shall not require the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness consent of the prohibition contained in this Section 7.2 in view Lessor. Any consent to a Transfer shall not waive any of the purposes of the Partnership and the relationship of the PartnersLessor's rights to consent to a subsequent Transfer. Any Person to whom Units or interests in the Partnership are attempted to be transferred Transfer made in violation of this Section 7.2 the terms hereof shall not be entitled to vote on matters coming before the Partners, participate in the management null and void and of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipno force and effect.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord (except as otherwise provided in Section 14.8 below), which consent may shall not be given unreasonably withheld, conditioned or withheld in the General Partner’s sole discretion. delayed (b) In addition subject to the other requirements terms of Section 14.2, below), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall be made unless Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the following conditions are met: (i) The Transfer will not violate registration requirements under occupancy or use of the Premises or any Federal or state securities laws; (ii) The transferee delivers part thereof by any persons other than Tenant and its employees and contractors, subject to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume Section 14 below (all obligations of the transferor under this Agreement with respect foregoing are hereinafter sometimes referred to the Units being transferred; (iii) The individually as a "Transfer" and collectively as "Transfers" and any person to whom any Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership is made or sought to be treated made is hereinafter sometimes referred to as a “publicly traded partnership” within "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c"Transfer Notice") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than twenty (20) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation 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 thereof or by a certified public accountant, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space. Any Transfer made without Landlord's prior written consent (or deemed 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 Section 7.2 Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay 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 after written request by Landlord ("Transfer Fee"), provided, Tenant shall not be entitled required to vote on matters coming before the Partners, participate pay more than Two Thousand Five Hundred Dollars ($2,500.00) as a Transfer Fee in connection with any one Transfer in the management ordinary course of business, (b) Landlord shall provide supporting documentation for the PartnershipTransfer Fee, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests and (c) no Transfer Fee shall be payable by Tenant in the Partnershipevent of any deemed approval of a proposed Transfer following Landlord’s failure 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. (a) Other than Transfers to a Permitted Transferee Except as otherwise specifically provided or pursuant to Section 7.3permitted in this Article 14, 7.5Tenant shall not, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord (not to be unreasonably withheld, which consent may be given conditioned, or withheld in the General Partner’s sole discretion. (b) In addition delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest hereunder, permit any assignment, or other transfer of Tenant’s interest in this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than twenty (20) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation 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) 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, which information is requested within five (5) business days following Tenant’s submission to Landlord of the items described in clauses (i), (ii), (iii), (iv) and (vi) of this Section 7.2 14.1, and (vi) upon Landlord’s request, an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer requiring Landlord’s consent which is made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease if not rescinded or terminated within ten (10) business days following notice from Tenant. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 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 entitled to vote on matters coming before the Partners, participate in excess of $2,000.00 in the management aggregate, for a Transfer which (as reasonably determined by Landlord) does not require (A) analysis of the PartnershipTransfer documentation, act as an agent or (B) negotiation of the Partnershipa consent document, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipwithin thirty (30) days after written request by Landlord.

Transfers. Without the prior written consent of Lender which will not be unreasonably withheld or delayed, neither 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) Other than Transfers to a Permitted Transferee directly or pursuant to Section 7.3indirectly sell, 7.5transfer, 7.6 convey, mortgage, pledge, or 7.8assign any Collateral Property, no Person may Transfer all or any portion of its Units part thereof or any interest therein (including any ownership interest in Borrower or such general partner or managing member (a "Transfer"), (b) further encumber, alienate, ▇▇▇▇▇ ▇ ▇▇▇▇ or ▇▇▇▇▇ any 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 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 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 Partnership 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 General Partner, which consent may Lender and the approval of the Applicable Rating Agencies shall not be given or withheld in required for the General Partner’s sole discretion. (b) In addition to the other requirements of this Section 7.2, unless waived following Transfers provided that any reasonable costs and expenses incurred by the General Partner, no Lender in reviewing any such proposed Transfer of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are metpaid by Borrower, regardless of whether such consent or approval is given by Lender: (i) The Any Transfer will not violate registration requirements under of any Federal interest in any Borrower between and among that Borrower's partners or state securities lawsmembers to Affiliates of such Borrower and Borrower's partners or members; (ii) The transferee delivers to Any Transfer of interests in any of any Borrower's partners or members (between and among the Partnership a written instrument agreeing to be bound by the terms of this Agreement partners and assume all obligations of the transferor under this Agreement with respect to the Units being transferredmembers); (iii) The Any Transfer will not result by devise or descent or by operation of law 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, 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 Partnership being subject applicable Borrower and Westfield must, following any such Transfer, retain control of the applicable Borrower and the day to day operations of the Investment Company Act of 1940applicable Collateral Property; (C) Lender shall have received evidence satisfactory to it that the Borrower and its partners or members, as amendedthe case may be, following such transfer, remain Special Purpose Entities in accordance with the standards of the Applicable Rating Agencies; and (ivD) The Transfer will not cause If requested by Lender, Lender shall have received a non-consolidation opinion with regard to the Partnership proposed transferee and its partners or members, as the case may be, in form and substance satisfactory to be treated as a “publicly traded partnership” within the meaning of the Code and RegulationsLender. (c) No transferee Notwithstanding the foregoing 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 Lender or consent of a Partner’s Unit or interest Lender be required in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: connection with, (i) the General Partner shall have consented to the admission transfer or issuance of such transferee as a Substituted Partner; and any securities or interests in Westfield America, Inc. ("WEA"), (ii) the transferring Partner merger or consolidation of WEA (iii) 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 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 Borrower must deliver to Lender a Rating Comfort Letter and a non-consolidation opinion with regard to the proposed transferee shall have executed and acknowledged such other instruments its partners or members, as the General Partner case may deem necessary be, in form and desirablesubstance satisfactory to Lender, provided that no Rating Comfort Letter or non-consolidation opinion shall be required in connection with subsection (i) or (ii) hereof. (d) A transferee of a Partner’s Unit or interest in In accordance with the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness provisions of the prohibition contained entity documents of each Borrower, in this Section 7.2 in view of no event shall the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation provisions of this Section 7.2 shall not 7.7 be entitled to vote on matters coming before amended or modified in any manner until such time as the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the PartnershipBorrower has obtained a Rating Comfort Letter.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within "Transferee"). If Tenant shall desire Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c"Transfer Notice") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation the Premises, and (vi) such other information as Landlord may reasonably require. Any Transfer made without Landlord'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 option, be null, void and of no effect, and shall, at Landlord'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 after written request by Landlord, Tenant shall pay to Landlord One Thousand Dollars ($1,000.00) 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, not to exceed Two Thousand Five Hundred Dollars ($2,500.00) per Transfer request. Any Transfer in contravention of this Section 7.2 Article 14 shall not be entitled to vote on matters coming before the Partnersvoid and shall constitute an Event of Default. If, participate in the management without Landlord's consent, this Lease is assigned, or any part of the PartnershipPremises is sublet or occupied by anyone other than Tenant or this Lease is encumbered (by operation of law or otherwise), act as an agent 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 Partnershipprovisions of this Article 14, receive distributions an acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the Partnership or have any other rights performance of Tenant's covenants hereunder, and in or with respect to the Units or interests in the Partnershipall cases Tenant shall remain fully liable for its obligations under this Lease.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than fifteen (15) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation (the “Subject Space”), (iii) all of this Section 7.2 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 (which Landlord shall treat as confidential and shall not disclose), (v) a list of Hazardous Materials, certified by the proposed Transferee to be entitled true and correct, that the proposed Transferee intends to vote on matters coming before the Partners, participate use or store in the management 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 the Partnershipno effect, act as an agent of the Partnershipand shall, receive distributions from the Partnership at Landlord’s option, constitute a default by Tenant under this Lease. Whether or have not Landlord shall grant consent, within fifteen (15) days 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 ▇▇▇▇▇▇ shall also reimburse Landlord for any other rights reasonable legal fees incurred by Landlord in or connection with respect to the Units or interests in the Partnership▇▇▇▇▇▇’s proposed Transfer.

Transfers. (a) Other than Transfers Subject to a Permitted Transferee or pursuant to Section 7.3the provisions of this Article 14, 7.5Tenant shall not, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to or otherwise transfer this Lease or any interest hereunder, permit any assignment or other transfer of this Lease or any interest hereunder by operation of law, sublet the General PartnerPremises or any part thereof, or otherwise permit the occupancy or use of the Premises by any persons other than Tenant, its Affiliates and 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 desires Landlord's consent to any Consent Transfer, Tenant shall notify Landlord in writing, which consent may notice (the "Transfer Notice") shall include (a) the proposed effective date of the Transfer, which shall not be given or withheld less than (i) in the General Partner’s sole discretion. case of a sublease of less than 8,000 rentable square feet, ten (10) business days, (ii) in the case of a sublease of 8,000 square feet or more, fifteen (15) business days, and (iii) 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, (b) In addition a description of the portion of the Premises to be transferred (the "Subject Space"), (c) the proposed sublease or instrument of assignment containing all of the principal 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 penning to the other requirements proposed Transfer, including all then existing material, executed operative documents to evidence such Transfer or the agreements incidental or related to such Transfer, (d) current certified financial statements of this Section 7.2, unless waived by the General Partner, no Transfer of all proposed Transferee (or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: whatever financial such entity submits to its bank upon request) and (ie) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing extent reasonably available, any other reasonable information reasonably and customarily required by landlords of Comparable Buildings in connection with the review of similar Transfers. Subject to be bound by the terms of this Agreement Article 14, any Consent Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and assume all obligations of the transferor under this Agreement with respect no effect. Whether or not Landlord consents to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940any Consent Transfer, Tenant shall pay Landlord's reasonable review and processing fees, as amended; and well as any reasonable legal fees incurred by Landlord, within thirty (iv30) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning days after written request by Landlord, all of the Code and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented to the admission of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 which costs shall not be entitled exceed, as to vote on matters coming before any specific request for Landlord approval, the Partners, participate in the management sum of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnership$1,000.

Transfers. 11.1 The Optionee may at any time (aand from time to time) Other than Transfers to a Permitted Transferee either during the Option Period or pursuant to Section 7.3thereafter, 7.5sell, 7.6 transfer or 7.8, no Person may Transfer otherwise dispose of all or any portion of its Units or any interest in and to the Partnership without Property and this Agreement provided that any purchaser, grantee or transferee of any such interest will have first delivered to ALB its agreement related to this Agreement and to the prior written consent Property, containing (a) a covenant by such transferee to perform all the obligations of the General PartnerOptionee 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, which consent may be given or withheld in the General Partner’s sole discretion.and (b) In addition 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 ss. 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 ALB, discharge it from any of its obligations hereunder, 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 which have accrued due before the date on which the Optionee will have no further interest in this Agreement. 11.3 If either of ALB or the Optionee (a) receives a bona fide offer from an independent third party ("Proposed Purchaser") dealing at arm's length with the either of ALB or Optionee, as the case may be (the "Offerree") to purchase all or substantially all of its interest in Mina Real, which offer the Offerree desires to accept, or (b) either of ALB or the Optionee intend to sell all or substantially all of their interest in the Option or in Mina Real, then the Offerree will first offer (the "Offer") such interest in writing to the other requirements party hereto upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Offerree, as the case may be. 11.4 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 Offerree, mean the person or persons to whom the Offerree intends to offer its interest) and, if the offer received by the Offerree from the Proposed Purchaser provides for any consideration payable to the Offerree otherwise than in cash, the Offer will include the Offerree's good faith estimate of the cash equivalent of the non-cash consideration. 11.5 If within a period of 30 days of the receipt of the Offer the party receiving the offer notifies the Offerree in writing that it will accept the same, the Offerree will be bound to sell such interest to the other party (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. 11.6 If the Offer so accepted by the Offerree contains the Offerree's good faith estimate of the cash equivalent consideration as aforesaid, and if the other party disagrees with the Offerree's best estimate, the other party will so notify the Offerree at the time of acceptance and the other party will, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. 11.7 If the other party so notifies the Offerree, the acceptance by the other party will be effective and binding upon the Offerree and the other party 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 other party, subject to prepayment as hereinafter provided, within 10 days following its determination by arbitration. 11.8 The other party will in such case pay to the Offerree, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Offerree being sold, the total purchase price which is specified in its notice to the Optionee and such amount will be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. 11.9 If the other party fails to notify the Offerree before the expiration of the time limited therefore that it will purchase the interest offered, the Offerree 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 Section 7.2, unless waived Part 11 will again apply to such interest if the sale to the Proposed Purchaser is not completed within the said 45 days. 11.10 Any sale hereunder will be conditional upon the delivery by the General Partner, no Transfer of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers Proposed Purchaser to the Partnership other party of a written instrument agreeing undertaking, in form and substance satisfactory to counsel for the other party, to be bound by the terms and conditions of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and RegulationsAgreement. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented to the admission of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnership.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation (the “Subject Space”), (iii) all of this Section 7.2 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 (which Landlord shall treat as confidential and not disclose), (v) a list of Hazardous Materials, certified by the proposed Transferee to be entitled true and correct, that the proposed Transferee intends to vote on matters coming before the Partners, participate use or store in the management 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 the Partnershipno effect, act as an agent of the Partnershipand shall, receive distributions from the Partnership at Landlord’s option, constitute a default by Tenant under this Lease. Whether or have not Landlord shall grant consent, within thirty (30) days 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 other rights reasonable legal fees incurred by Landlord in or connection with respect to the Units or interests in the PartnershipTenant’s proposed Transfer.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General Partner--------- Landlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership 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 entity to whom any Transfer -50- TISHMAN WARNER CENTER VENTURE, LLC [20th Century Industries; 6303 Owensmouth] is made or sought to be made is hereinafter sometimes referred to as a "TRANSFEREE"). Any sublease of the Premises shall be made unless for a term which does not exceed the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing to be bound by the terms remaining term of this Agreement and assume all obligations of Lease. If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the transferor under this Agreement with respect to the Units being transferred; (iii"TRANSFER NOTICE") The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than forty-five (45) days nor more than one hundred eighty (180) days (or one (1) year, for any proposed assignment of all of Tenant's interest in this Lease or a sublease of substantially all of the admission Premises for substantially all of such transferee as a Substituted Partner; and the remainder of the Lease Term) after the date of delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before (the Partners"SUBJECT SPACE"), participate in the management (iii) all of the Partnership, act as an agent terms of the Partnershipproposed Transfer and the consideration therefor, receive distributions from including calculation of the Partnership "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 have the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other rights 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 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. Tenant shall pay Landlord's reasonable legal fees incurred by Landlord in or connection with respect to any proposed Transfer within thirty (30) days after the Units or interests in execution of the Partnershiprelevant documents evidencing the Transfer.

Transfers. Tenant shall not: (aA) Other than Transfers mortgage, pledge, hypothecate, encumber, or permit any lien to a Permitted Transferee or pursuant attach to Section 7.3, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units this Lease or any interest in the Partnership hereunder without the prior written consent of the General PartnerLandlord, which consent may shall not be given unreasonably withheld; 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 withheld in the General Partner’s sole discretion. (b) In addition to the other requirements of delayed, assign, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors; (all of the foregoing (in the Partnership shall Subsection 14.1 (A) and (B)) are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than twenty (20) days nor more than sixty (60) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred (the “Subject Space”), (iii) all of the TCCs of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium,” as that term is defined in violation 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, (v) 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 (vi) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E-1. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Section 7.2 Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall, within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable and actual out-of-pocket third-party costs and expenses incurred by Landlord in connection with its review of a proposed Transfer; provided that such costs and expenses shall not be entitled to vote on matters coming before the Partners, participate exceed One Thousand Dollars ($1,000) for a Transfer in the management ordinary course of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipbusiness.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may shall not be given unreasonably withheld, conditioned or withheld in the General Partner’s sole discretion. (b) In addition delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under hereunder, permit any Federal assignment, or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing to be bound by the terms other transfer of this Agreement and assume all obligations 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 transferor under this Agreement with respect 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 the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated individually as a “publicly traded partnershipTransfer,” within the meaning of the Code and, collectively, as “Transfers” and Regulations. (c) No transferee of a Partner’s Unit any person to whom any Transfer is made or interest in the Partnership shall become a Substituted Partner unless such transfer shall sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in compliance with Section 7.2(awriting, which notice (the “Transfer Notice”) and (b) and: shall include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before (the Partners“Subject Space”), participate in the management (iii) all of the Partnership, act as an agent terms of the Partnershipproposed Transfer and the consideration therefor, receive distributions from including calculation of the Partnership “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 have the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other rights in information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or with respect not Landlord consents to the Units or interests in the Partnershipany proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, within thirty (30) days after written request by Landlord.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.31. Except as otherwise provided in this Article, 7.5Tenant shall not have the right, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given to: (a) mortgage, pledge, hypothecate, encumber, permit any lien to attach to, or withheld in the General Partner’s sole discretion. otherwise transfer, directly or indirectly, this Lease or any interest hereunder, by operation of law or otherwise; (b) In addition to assign this Lease or sublet the other requirements of this Section 7.2, unless waived by the General Partner, no Transfer of all Premises or any portion part thereof; or (c) otherwise permit the use of Units the Premises by any persons other than Tenant (each of the foregoing is herein sometimes referred to as a “Transfer” and any person to whom any Transfer is made or any interest in the Partnership shall sought to be made unless the following conditions are met:is herein sometimes referred to as a “Transferee”). (i) The 2. If Tenant desires to consummate any Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to which Landlord’s consent is required pursuant to the Units being transferred; terms hereof, Tenant shall notify Landlord in writing of the material terms and conditions of such Transfer (iiieach a “Transfer Request”) The including, without limitation: (a) the proposed effective date of such Transfer will (which shall not result be less than fifteen (15) business days after the date of the Transfer Request); (b) in the Partnership being subject to case of a sublease, the Investment Company Act portion of 1940, as amended; and (iv) The Transfer will not cause the Partnership Premises proposed to be treated as a Transferred (the “publicly traded partnership” within the meaning of the Code and Regulations. Subject Space”); (c) No transferee of a Partner’s Unit the proposed rent or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) other consideration therefor; and (b) and: (i) the General Partner shall have consented to the admission of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee the name and address of the proposed Transferee. The Transfer Request shall be accompanied by a Partner’s Unit copy of the proposed document or interest documents effecting the proposed Transfer and, in the Partnership that is not admitted as a Substituted Partner shall become case of an Economic Owner. (e) Each Partner hereby acknowledges assignment, the reasonableness most recent financial statements of the prohibition contained in this Section 7.2 in view proposed Transferee. Such financial statements shall be certified by an officer, partner, owner or independent auditor of the purposes of proposed Transferee, to the Partnership extent certified statements are available to Tenant. Tenant shall also submit to Landlord such other information regarding the proposed Transfer and the relationship of the Partnersproposed Transferee as Landlord may reasonably request. Any Person to whom Units or interests in the Partnership are attempted to be transferred Transfer made in violation of this Section 7.2 Article shall, at Landlord’s option, be deemed null, void and of no effect, and/or shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act constitute a Default (as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershiphereinafter defined).

Transfers. (a) Other than Transfers Subject to a Permitted Transferee or pursuant to Section 7.3the provisions of this Article 14, 7.5Tenant shall --------- not, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other transfer of this Lease or any interest hereunder by operation of law, sublet the General PartnerPremises or any part thereof, or otherwise permit the occupancy or use of the Premises by any persons other than Tenant, its Affiliates and 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 desires Landlord's consent to any Consent Transfer, Tenant shall notify Landlord in writing, which consent may notice (the "Transfer Notice") shall include (i) the proposed effective date of the Transfer, which shall not be given or withheld less than (a) in the General Partner’s sole discretion. case of a sublease of less than 24,000 rentable square feet, ten (10) business days, (b) In addition to in the other requirements 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 Section 7.2, unless waived by the General Partner, no Transfer of all Lease or any portion other Transfer, twenty (20) business days after the date of Units or any interest in delivery of the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; Notice, (ii) The transferee delivers 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 Partnership a written instrument agreeing proposed Transfer, including all then existing material, executed operative documents to be bound evidence such Transfer or the agreements incidental or related to such Transfer, (iv) current financial statements of the proposed Transferee and (v) to the extent reasonably available, any other reasonable information reasonably and customarily required by landlords of Comparable Buildings in connection with the review of similar Transfers. Subject to the terms of this Agreement Article 14, any Consent Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and assume all obligations of the transferor under this Agreement with respect no effect. Whether or not Landlord consents to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940any Consent Transfer, Tenant shall pay Landlord's review and processing fees, as amended; and well as any reasonable legal fees incurred by Landlord, within thirty (iv30) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within the meaning days after written request by Landlord, all of the Code and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented to the admission of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 which costs shall not be entitled exceed, as to vote on matters coming before any specific request for Landlord approval, the Partners, participate in the management sum of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnership$2,500.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, 811311.04/WLA 378421-00002/2-14-20/mem/mem -34- ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ [Akero Therapeutics, Inc.] this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under hereunder, permit any Federal assignment, or state securities laws; (ii) The transferee delivers to the Partnership a written instrument agreeing to be bound by the terms other transfer of this Agreement and assume all obligations 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 transferor under this Agreement with respect 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 the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated individually as a “publicly traded partnershipTransfer,” within the meaning of the Code and, collectively, as “Transfers” and Regulations. (c) No transferee of a Partner’s Unit any person to whom any Transfer is made or interest in the Partnership shall become a Substituted Partner unless such transfer shall sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in compliance with Section 7.2(awriting, which notice (the “Transfer Notice”) and (b) and: shall include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Section 7.2 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 pay 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 be entitled to vote on matters coming before the Partners, participate exceed Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) for a Transfer in the management ordinary course of the Partnershipbusiness, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipwithin thirty (30) days after written request by Landlord.

Transfers. No Borrower shall Transfer 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, except for the following: (a) Other than Transfers In each case to the extent entered into in the ordinary course of business and made to a Permitted Transferee Person that is not an Affiliate of any Borrower, (i) Transfers of Cash Equivalents for property or pursuant to Section 7.3services of equivalent value, 7.5, 7.6 (ii) inventory or 7.8, no Person may Transfer all property that has become obsolete or any portion worn out and (iii) non-exclusive licenses of its Units or any interest in the Partnership without the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole discretion. (b) In addition to the other requirements of this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met:Intellectual Property; (i) The any Transfer will not violate registration requirements under of any Federal personal property (other than their own Equity Interests or state securities laws; Equity Equivalents) by any Borrower to any other Borrower to the extent any resulting Investment constitutes a Permitted Investment, (ii) The transferee delivers any Restricted Payment by any Borrower permitted pursuant to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; Section 8.5, (iii) The Transfer will not result in any distribution by Parent of the Partnership being subject proceeds of Restricted Payments from any other Borrower to the Investment Company Act of 1940extent permitted in Section 8.5, as amended; and and (iv) The Transfer will not cause the Partnership any transaction permitted pursuant to be treated as a “publicly traded partnership” within the meaning of the Code and Regulations.Section 8.9; (c) No transferee so long as no (x) monetary Default or other Event of a PartnerDefault has occurred and is continuing, (y) no Change of Control shall result therefrom and (z) upon at least thirty (30) days’ prior written notice to the Administrative Agent, (i) Transfer by any Borrower (other than Parent) of its own Equity Interests to Parent, (ii) any direct or indirect Transfer by Parent of its own Equity Interests or Transfer of Parent’s Unit Equity Interests among the Permitted Investors, (iii) any direct or interest indirect Transfer by Parent of its own Equity Interests to any Person other than the Permitted Investors; provided, however, in the Partnership case of this clause (iii), if such Transfer consists of the Transfer of greater than 20% of such interests of Parent (with the express understanding that no Transfer is permitted if a Change of Control shall become a Substituted Partner unless result therefrom), such transfer Transfer shall be made subject to the approval of the Lenders in compliance accordance with Section 7.2(atheir 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 principals, owners, officers and directors, and (bC) and: 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 Borrowers provide timely information reasonably requested by Lenders with respect to such proposed manager). Notwithstanding anything in any Loan Document to the contrary, the following Transfers are permitted: (i) the General Partner shall have consented to trading or issuance of Equity Interests of Emeritus or Blackstone in the admission of such transferee as a Substituted Partner; and public or private markets, (ii) issuance, transfer or sale of Equity Interests of Emeritus or Blackstone in connection with the transferring Partner merger, reorganization or consolidation of 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 transferee shall have executed and acknowledged such other instruments asset of Emeritus or Blackstone to any Person; provided, however, the managing member or manager, as the General Partner case may deem necessary and desirablebe, shall not be transferred. (d) A transferee the Transfer for value of a PartnerWestlake or Boynton, or the Parent’s Unit or interest in the Partnership related Borrowers, or the Whittier Residence; provided that is not admitted as a Substituted Partner shall become an Economic Owner.all Net Cash Proceeds of such Transfer be applied to the outstanding principal of the Term Loans in accordance with Section 2.6(b); (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests entering into, modifying, amending, renewing, terminating in the Partnership are attempted to be transferred 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 violation the ordinary course on market terms; provided, however, the total square footage of this Section 7.2 all such leases shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have exceed 2,500 square feet at any other rights in or with respect to the Units or interests in the PartnershipFacility without Lender’s consent.

Transfers. (a) Other than Transfers Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to a Permitted Transferee or pursuant to Section 7.3Tenant hereunder, 7.5as such interest is limited and defined by various provisions throughout this Lease, 7.6 or 7.8including, no Person may Transfer all or any portion but not limited to, the provisions of its Units or any interest in this ARTICLE 14 which define and limit the Partnership transferability of such leasehold interest. Tenant shall not, without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within TRANSFEREE”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“TRANSFER NOTICE”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than 15 business days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before (the Partners“SUBJECT SPACE”), participate in the management (iii) all of the Partnership, act as an agent terms of the Partnershipproposed Transfer and the consideration therefor, receive distributions from including a calculation of the Partnership or have any other rights “Transfer Premium”, as that term is defined in or SECTION 14.3 below, in connection with respect such Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the Units proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or interests the agreements incidental or related to such Transfer, and (iv) 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. Tenant shall pay Landlord, in the Partnershipconnection with any request for consent to a Transfer a processing fee of Five Hundred Dollars ($500.00).

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without Without the prior written consent of Lender, neither 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, or assign the General PartnerProperty, which consent may be given any part thereof or withheld any interest therein (including any ownership interest in Borrower); (ii) further encumber, alienate, grant a Lien or grant any other interest in the General Partner’s sole discretionProperty or any par▇ ▇▇▇▇▇▇▇ (▇nclu▇▇▇▇ any ownership interest in Borrower), whether voluntarily or involuntarily; or (iii) enter into any easement or other agreement granting rights in or restricting the use or development of the Property. (b) Borrower may, upon thirty (30) days prior notice to Lender, (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 addition 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 instrument of transfer, 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 requirements similar grants promptly following receipt by Lender of: (a) payment of this Section 7.2costs 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, unless waived 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) A sale or conveyance by the General Partner, no Transfer Borrower of all of the Property (but not a mortgage, lien or any portion other encumbrance) is permitted provided that each of Units or any interest in the Partnership shall be made unless the following conditions are methave been satisfied: (i) The Transfer will not violate registration requirements under any Federal or state securities lawsno Event of Default shall have occurred and be continuing; (ii) The transferee delivers the Person to whom the Partnership Property is sold or conveyed satisfies the requirements of a written instrument agreeing to be bound by the terms of this Agreement Special Purpose Entity and assume all obligations not less than 50% of the transferor under this Agreement with respect to the Units being transferreddirect or indirect interests are owned and controlled by a Permitted Owner; (iii) The Transfer the Rating Agencies shall have confirmed in writing that such sale or conveyance will not not, in and of itself, result in a downgrade, withdrawal or qualification of the Partnership being subject 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 Investment Company Act sale or conveyance, which opinion shall be reasonably acceptable to Lender and, after a Securitization, the Rating Agencies; (v) the transferee of 1940the 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 Guarantor as amendedof 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 (ivvii) The Transfer will Borrower shall give written notice to Lender of the proposed sale or conveyance not cause later than thirty (30) days prior thereto, which notice shall set forth the Partnership 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 treated as a “publicly traded partnership” within the meaning effective. Upon satisfaction of the Code foregoing conditions, Borrower, Guarantor and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer Indemnitor shall be made in compliance released from any liability under the Loan Documents following such sale or conveyance of all of the Property, provided that Borrower and Indemnitor shall be responsible for any remediation or loss, cost, damage or expense resulting from contamination of the Property with Section 7.2(a) and (b) and: (i) the General Partner shall have consented hazardous substances first introduced to the admission of such transferee as a Substituted Partner; and (ii) Property prior to the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirabletransfer. (d) A transferee transfer or sale (but not a pledge, hypothecation, creation of a Partner’s Unit or security interest in or other encumbrance) of direct or indirect ownership interest in Borrower is permitted provided the Partnership that following conditions have been satisfied: (i) such transfer or sale is not admitted to a Permitted Owner; (ii) prior to any such transfer or sale of direct or indirect ownership interests in Borrower, if as a Substituted Partner result of either of which (and after giving effect to such transfer or sale), more than 50% of the direct or indirect ownership interests in Borrower shall become 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 closing, Borrower shall deliver to Lender 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 proposed transfer or sale, which opinion shall be reasonably acceptable to Lender and, after a Securitization, the Rating Agencies; (iii) the Rating Agencies shall have confirmed in writing that such sale or transfer 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) immediately prior to such transfer or sale no Event of Default has occurred and is continuing; (v) if, following such sale or transfer, Guarantor shall no longer directly or indirectly control Borrower, one or more of the transferee's principals having an Economic Owneraggregate net worth and liquidity reasonably acceptable to Lender (a net worth and liquidity greater than that of Guarantor 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 or sale not later than thirty (30) days 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, Guarantor and Indemnitor 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 Borrower and Indemnitor 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) Each Partner hereby acknowledges Notwithstanding anything to the reasonableness 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 fifty percent (50%) of the prohibition contained equity interests in this Section 7.2 Borrower, directly or indirectly, that does not result in view 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 notice to Lender of the purposes proposed transfer or sale not later than thirty (30) days prior thereto, which notice shall set forth the name of the Partnership and the relationship of the Partners. Any Person to whom Units or interests which the interest in the Partnership are attempted 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 Lender in violation of this connection with any transfer or sale pursuant to Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership 5.2.13(c) or have any other rights in or with respect to the Units or interests in the Partnership.5.2.13

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Except as otherwise provided herein, 7.5Tenant shall not, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may shall not be given unreasonably withheld, conditioned or withheld in the General Partner’s sole discretion. (b) In addition to the other requirements of delayed, assign or otherwise transfer this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within "Transferee"). If Tenant shall desire Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c"Transfer Notice") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than twenty (20) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee and a copy of all operative documents to be executed to evidence such Transfer, and (iv) current financial statements of the proposed Transferee and 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. 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 after written request by Landlord. Notwithstanding any contrary provision of this Section 7.2 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 not be entitled to vote seek a declaratory judgment and/or injunctive relief, and Tenant, on matters coming before the Partnersbehalf of itself and, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units extent permitted by law, such proposed Transferee waives all other remedies against Landlord, including without limitation, the right to seek monetary damages or interests in the Partnershipto terminate this Lease.

Transfers. Tenant shall not do any of the following (a) Other than Transfers collectively referred to herein as a Permitted Transferee "Transfer", and any person to whom any Transfer is made or pursuant sought to Section 7.3be made is hereinafter sometimes referred to as a "Transferee"), 7.5whether voluntarily, 7.6 involuntarily, by operation of law or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership otherwise without the prior written consent of the General PartnerLandlord, which consent may shall not be given unreasonably withheld, conditioned or withheld in the General Partner’s sole discretion. delayed: (bi) In addition to the other requirements of this Section 7.2, unless waived by the General Partner, no Transfer of sublet all or any portion of Units or any interest in the Partnership shall be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; Premises; (ii) The transferee delivers assign or permit any assignment of its interest in this Lease; (iii) mortgage, pledge, hypothecate, encumber or permit any lien to attach to this Lease; (iv) enter into any license or concession agreements or otherwise permit the Partnership use or occupancy of the Premises or any part thereof by any persons other than Tenant and its employees or contractors; or (v) materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord. Tenant shall reimburse Landlord for all reasonable costs not to exceed $5,000 for a written instrument agreeing Transfer in the ordinary course of business, including attorneys' fees, incurred by Landlord in connection with the evaluation, processing, and/or documentation of any requested Transfer, whether or not Landlord's consent to such Transfer is granted, within thirty (30) days of receipt of demand therefor. Any Transfer approved by Landlord pursuant to this Article 14 shall not become effective until Tenant has delivered to Landlord a fully-executed version of the document evidencing such Transfer which document shall: (a) be bound in a form reasonably approved in advance by Landlord, (b) contain substantially the same terms and conditions as stated in Tenant's request for such Transfer set forth above, and (c) in the case of this Agreement and an assignment of the Lease, contain the agreement of the proposed Transferee to assume all obligations of the transferor Tenant under this Agreement Lease arising after the effective date of such Transfer, and to remain jointly and severally liable therefor with respect Tenant. Any attempted Transfer without Landlord's prior consent shall constitute an Event of Tenant's Default and shall, at Landlord's option, be null, void and of no further force or effect. Landlord's consent to the Units being transferred; (iii) The any one Transfer will shall not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as constitute a “publicly traded partnership” within the meaning waiver of the Code and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented to the admission of such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation provisions of this Section 7.2 14.1 as to any subsequent Transfer or a consent to any subsequent Transfer. No Transfer, whether made with or without the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the Rent due hereunder, or to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of any payment of Rent by Landlord from any person or entity shall not be entitled deemed to vote on matters coming before the Partners, participate in the management be a waiver by Landlord of the Partnership, act as an agent any provision of the Partnership, receive distributions from the Partnership this Lease or have to be a consent to any other rights in or with respect to the Units or interests in the PartnershipTransfer.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c"Transfer Notice") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than forty-five (45) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before (the Partners"Subject Space"), participate in the management (iii) all of the Partnership, act as an agent material terms of the Partnershipproposed Transfer and the consideration therefor (including calculation of the "Transfer Premium", receive distributions from as that term is defined in Section 14.3 below, in connection with such Transfer), the Partnership 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 have the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other rights in information reasonably required by Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or with respect not Landlord consents to the Units or interests in the Partnershipany proposed Transfer, Tenant shall pay Landlord's review and processing fees, as well as any reasonable legal fees incurred by Landlord, within thirty (30) days after written request by Landlord.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without Without the prior written consent of Lender, neither 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, or assign the General PartnerProperty, which consent may be given any part thereof or withheld any interest therein (including any ownership interest in Borrower); (ii) further encumber, alienate, grant a Lien or grant any other interest in the General Partner’s sole discretionProperty or any par▇ ▇▇▇▇▇▇▇ (▇nclu▇▇▇▇ any ownership interest in Borrower), whether voluntarily or involuntarily; or (iii) enter into any easement or other agreement granting rights in or restricting the use or development of the Property. (b) Borrower may, upon thirty (30) days prior notice to Lender, (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 addition 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 instrument of transfer, 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 requirements similar grants promptly following receipt by Lender of: (a) payment of this Section 7.2costs 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, unless waived 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 the General Partner, no Transfer Borrower of all of the Property (but not a mortgage, lien or any portion other encumbrance) is permitted provided that each of Units or any interest in the Partnership shall be made unless the following conditions are methave been satisfied: (i) The Transfer will not violate registration requirements under any Federal or state securities lawsno Event of Default shall have occurred and be continuing; (ii) The the Person to whom the Property is sold or conveyed satisfies the requirements of a Special Purpose Entity, the transferee delivers to the Partnership is controlled by a written instrument agreeing to be bound by the terms of this Agreement Permitted Owner, and assume all obligations not less than 51% of the transferor under this Agreement with respect to direct or indirect equity interests in the Units being transferredtransferee are owned by a Permitted Owner; (iii) The Transfer the Rating Agencies shall have confirmed in writing that such sale or conveyance will not not, in and of itself, result in a downgrade, withdrawal or qualification of the Partnership being subject 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 Investment Company Act sale or conveyance, which opinion shall be reasonably acceptable to Lender and, after a Securitization, the Rating Agencies; (v) the transferee of 1940the 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 amendedof 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 (ivvii) The Transfer will Borrower shall give written notice to Lender of the proposed sale or conveyance not cause later than thirty (30) days prior thereto, which notice shall set forth the Partnership 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 treated as a “publicly traded partnership” within the meaning effective. Upon satisfaction of the Code 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 RegulationsSponsor 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. (cd) No transferee Following a Securitization, a transfer or sale (but not a pledge, hypothecation, creation of a Partner’s Unit or security interest in or other encumbrance) of direct or indirect ownership interest in Borrower is permitted provided the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) andfollowing conditions have been satisfied: (i) following such transfer one or more Permitted Owners shall control Borrower and own at least 51% of the General Partner 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 50% of the direct or indirect ownership interests in Borrower shall have consented 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 closing, Borrower shall deliver to Lender 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 admission proposed transfer or sale, which opinion shall be reasonably acceptable to Lender and, after a Securitization, the Rating Agencies; (iii) intentionally deleted; (iv) immediately prior to such transfer or sale no Event of Default has occurred and is continuing; (v) if, following such transferee sale or transfer, Sponsor shall no longer directly or indirectly control Borrower, one or more of the 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 Substituted PartnerGuaranty of Recourse Obligations and an Environmental Indemnity Agreement in form acceptable to Lender; and (iivi) Borrower shall give or cause to be given written notice to Lender of the transferring Partner and proposed transfer or sale not later than thirty (30) days prior thereto, which notice shall set forth the transferee shall have executed and acknowledged such other instruments as name of the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or Person to which the interest in Borrower is to be transferred or sold, identify the Partnership 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 is not admitted as a Substituted Partner Sponsor shall become an Economic Ownerbe 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) Each Partner hereby acknowledges Notwithstanding anything to the reasonableness 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 prohibition contained equity interests in this Section 7.2 Borrower, directly or indirectly, that does not result in view 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 notice to Lender of the purposes proposed transfer or sale not later than thirty (30) days prior thereto, which notice shall set forth the name of the Partnership and the relationship of the Partners. Any Person to whom Units or interests which the interest in the Partnership are attempted 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 Lender in violation of this connection with any transfer or sale pursuant to Section 7.2 shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership 5.2.13(c) or have any other rights in or with respect to the Units or interests in the Partnership.5.2.13

Transfers. (a) Other than Transfers to a Permitted Transferee Except as otherwise specifically provided or pursuant to Section 7.3permitted in this Article 14, 7.5Tenant shall not, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may shall not be given unreasonably withheld, conditioned or withheld in the General Partner’s sole discretion. (b) In addition delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy 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 individually as a "Transfer," and, collectively, as "Transfers" and any person to whom any Transfer is made or sought to be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c"Transfer Notice") No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation 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) upon Landlord's request, an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E (modified as appropriate to make the statements therein true and correct). 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 Section 7.2 Lease, below. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's review and processing fees, as well as any reasonable professional fees (including, without limitation, reasonable attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord, not be entitled to vote on matters coming before the Partners, participate exceed Three Thousand Five Hundred Dollars ($3,500.00) in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests aggregate for a Transfer in the Partnershipordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Except as provided in Section 7.314.7 below, 7.5Tenant shall not, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may shall not be given unreasonably withheld, conditioned or withheld in the General Partner’s sole discretion. (b) In addition delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before (the Partners“Subject Space”), participate in the management (iii) all of the Partnership, act as an agent terms of the Partnershipproposed Transfer, receive distributions from the Partnership or have any other rights in or with respect name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the Units proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or interests 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) 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. Each time Tenant requests Landlord’s consent to a proposed Transfer, whether or not Landlord shall grant consent, within thirty (30) days after written request by Landlord, as Additional Rent hereunder, Tenant shall pay to Landlord Seven Hundred Fifty Dollars ($750.00) for Landlord’s review and processing fees, and, in the Partnershipaddition, Tenant shall reimburse Landlord for any reasonable out-of-pocket legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.

Transfers. (i) No Note Holder may sell, assign, transfer, or grant participations in any of the Notes to any Permitted Transferee except as permitted under this Section 9.1B and subject to compliance with the transfer procedures set forth in Section 9.1C below; provided, however, no sale, assignment, transfer or grant of participation in the Notes shall be permitted unless: (a) Other than Transfers the Note Holders have given their prior written consent to such sale, assignment, transfer or grant (and any purported sale, assignment, transfer or grant without such consent shall be void and of no effect); (b) the subsequent purchaser, assignee, transferee or participant is a person who qualifies as an “accredited investor” as that term is defined under SEC Rule 501 of Regulation D under the Securities Act and the transaction complies with applicable state securities Laws; and (c) the subsequent purchaser, assignee, transferee or participant has provided to the Issuer representations and warranties in the form of Section 9.22M. (ii) The Issuer hereby acknowledges and agrees that any sale, assignment, transfer or grant of the Notes will give rise to a Permitted Transferee direct obligation of the Issuer to the transferee, assignee or pursuant to Section 7.3, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without purchaser. Except with the prior written consent of the General PartnerNote Holders, which no Note Holder (other than the Note Purchaser) shall have a right to consent may be given or withheld vote on any matters hereunder other than with respect to: (a) the extension of any date of any payment of principal or interest in the General Partner’s sole discretion.respect of any Note; (b) In addition the reduction of the amount of any such payment of principal; (c) a decrease in the rate of interest on any Note (as specified in the Note) other than any imposition of a default rate of interest; (d) the termination of any Transaction Document except in accordance with its terms; or (e) release of all or substantially all of the Collateral securing the Notes other than in accordance with the terms of the Transaction Documents; provided, however, that the restrictions set forth in this Section 9.1B(ii) shall not apply in respect of such waiver or amendment required by any applicable Law or request of any governmental authority (including in connection with any actual or proposed reorganization, restructuring, bankruptcy, insolvency, or other similar event affecting the Issuer or any other party to the other requirements Security Agreements. (iii) Each Note Holder that sells a participation shall (i) acting solely for this purpose as a non-fiduciary agent of this the Issuer, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Notes (the “Participant Register”), and (ii) obtain from each Participant the documentation prescribed by Section 7.2, unless waived by the General Partner, 3.6E as if such participant were a Note Holder; provided that no Transfer of Note Holder shall have any obligation to disclose all or any portion of Units the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any loans) to any Person except to the Partnership extent that such disclosure is necessary to establish that such loan is in registered form under Treasury Regulation Section 5f.103-1(c). The entries in the Participant Register shall be made unless conclusive absent manifest error, and such Note Holder shall treat each person whose name is recorded in the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers to Participant Register as the Partnership a written instrument agreeing to be bound by the terms owner of such participation for all purposes of this Agreement and assume all obligations of the transferor under this Agreement with respect notwithstanding any notice to the Units being transferred; contrary. For the avoidance of doubt, the Transaction Document Parties agree that each participant shall be entitled to the benefits of Section 3.6 (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940requirements and limitations therein, as amended; and including the requirements under Section 3.6E (iv) The Transfer will not cause it being understood that the Partnership to be treated as a “publicly traded partnership” within the meaning of the Code and Regulations. (c) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer documentation required under Section 3.6E shall be made in compliance with Section 7.2(a) and (b) and: (i) the General Partner shall have consented delivered to the admission of participating Note Holder)) to the same extent as if it were a Note Holder and had acquired its interest by assignment; provided that such transferee as a Substituted Partner; and (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness of the prohibition contained in this Section 7.2 in view of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted to be transferred in violation of this Section 7.2 participant shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or greater payment under Section 3.6 with respect to any participation than its participating Note Holder would have been entitled to receive, except to the Units or interests extent such entitlement to receive a greater payment results from a change in law that occurs after the Partnershipparticipant acquired the applicable participation.

Transfers. (a) Other than Transfers Subject to a Permitted Transferee or pursuant to and except as provided in Sections 14.7 and 14.8 below and Section 7.38.4 above, 7.5Tenant shall not, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General Partner, Landlord (which consent may shall not be given unreasonably withheld or withheld conditioned, or delayed beyond the 10-business day period described in the General Partner’s sole discretion. (b) In addition Section 14.2 below), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than fifteen (15) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted Premises to be transferred in violation of this Section 7.2 shall not be entitled to vote on matters coming before (the Partners“Subject Space”), participate in the management (iii) all of the Partnership, act as an agent material terms of the Partnershipproposed Transfer and the consideration therefor (including a calculation of any Transfer Premium, receive distributions from as defined in Section 14.3 below, in connection with such Transfer), the Partnership 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 have 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 rights information reasonably required by Landlord and identified in a written notice delivered to Tenant within five (5) days after Landlord’s receipt of such financial statements 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. Except as otherwise provided herein, any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect. Whether or with respect not Landlord shall grant consent, Tenant shall pay Landlord’s actual, documented and reasonable legal fees (not to the Units or interests exceed $2,000.00 in the Partnershipany one instance) incurred by Landlord, within thirty (30) days after written request by Landlord.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 entity to whom any Transfer is made or sought to be made unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 violation Section 11.3 below, in connection with such Transfer, the name and address of this Section 7.2 the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord and which is in Tenant’s or the proposed Transferee’s possession and to which Tenant is entitled (provided, however, Landlord shall not be entitled to vote on matters coming before request and to receive, reasonably adequate financial statements or other financial reports evidencing the Partners, participate in the management financial standing and credit of the Partnershipproposed Transferee), act as an agent which will enable Landlord to determine the financial responsibility, character, and reputation of the Partnershipproposed Transferee, receive distributions from nature of such Transferee’s business and proposed use of the Partnership Subject Space, and such other information as Landlord may reasonably require and which is in Tenant’s or have the proposed Transferee’s possession and to which ▇▇▇▇▇▇ is entitled. Any Transfer made without Landlord’s prior written consent, where required, shall, at Landlord’s option, be null, void and of no effect. Whether or not Landlord consents to any other rights proposed Transfer, Tenant shall pay all reasonable costs and expenses reasonably incurred by Landlord in or with respect to the Units or interests in the Partnershipconnection therewith, including without limitation, any reasonable legal fees incurred by Landlord, within thirty (30) days after written request by Landlord.

Transfers. (a) Other than Transfers to a Permitted Transferee or pursuant to Section 7.3Tenant shall not, 7.5, 7.6 or 7.8, no Person may Transfer all or any portion of its Units or any interest in the Partnership without the prior written consent of the General PartnerLandlord, which consent may be given assign, mortgage, pledge, hypothecate, encumber, or withheld in the General Partner’s sole discretion. (b) In addition permit any lien to the other requirements of attach to, or otherwise transfer, this Section 7.2, unless waived by the General Partner, no Transfer of all or any portion of Units Lease or any interest in hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Partnership shall 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 unless the following conditions are met: (i) The Transfer will not violate registration requirements under any Federal or state securities laws; (ii) The transferee delivers is hereinafter sometimes referred to the Partnership a written instrument agreeing to be bound by the terms of this Agreement and assume all obligations of the transferor under this Agreement with respect to the Units being transferred; (iii) The Transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended; and (iv) The Transfer will not cause the Partnership to be treated as a “publicly traded partnership” within Transferee”). If Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the meaning of the Code and Regulations. (c“Transfer Notice”) No transferee of a Partner’s Unit or interest in the Partnership shall become a Substituted Partner unless such transfer shall be made in compliance with Section 7.2(a) and (b) and: include (i) the General Partner proposed effective date of the Transfer, which shall have consented to not be less than thirty (30) days nor more than one hundred eighty (180) days after the admission date of such transferee as a Substituted Partner; and delivery of the Transfer Notice, (ii) the transferring Partner and the transferee shall have executed and acknowledged such other instruments as the General Partner may deem necessary and desirable. (d) A transferee of a Partner’s Unit or interest in the Partnership that is not admitted as a Substituted Partner shall become an Economic Owner. (e) Each Partner hereby acknowledges the reasonableness description of the prohibition contained in this Section 7.2 in view portion of the purposes of the Partnership and the relationship of the Partners. Any Person to whom Units or interests in the Partnership are attempted 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 the “Transfer Premium,” as that term is defined in violation 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, 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 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 Section 7.2 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 after written request by Landlord, provided that the aggregate amount of fees payable by Tenant or the Transferee shall not be entitled to vote on matters coming before the Partners, participate in the management of the Partnership, act as an agent of the Partnership, receive distributions from the Partnership or have any other rights in or with respect to the Units or interests in the Partnershipexceed $2,000.