Transfers; Consent. Tenant shall not, without the prior written consent of Landlord, # assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein, whether directly, indirectly or by operation of law, # permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, # if Tenant is a corporation, partnership, limited liability company, limited liability partnership, trust, association or other business entity (other than a corporation whose stock is publicly traded), permit, directly or indirectly, the transfer of any ownership interest in Tenant so as to result in # a change in the current control of Tenant, # a transfer of twenty-five percent (25%) or more in the aggregate in any twelve (12) month period in the beneficial ownership of such entity or # a transfer of all or substantially all of the assets of Tenant, # sublet any portion of the Premises, or # grant any license, concession, or other right of occupancy of or with respect to any portion of the Premises, or # permit the use of the Premises by any party other than Tenant or a Tenant Party (each of the events listed in this Paragraph 10.1 being referred to herein as a “Transfer”). At least twenty (20) business days prior to the effective date of any proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer and all consideration therefor, copies of the proposed documentation, and such information as Landlord may request. Any Transfer made without Landlord’s consent shall be void and shall constitute an Event of Default by Tenant. Tenant shall pay to Landlord $500 as a review fee for each Transfer request and reimburse Landlord for its reasonable attorneys’ fees and all other costs incurred in connection with considering any request for consent to a proposed Transfer. Landlord’s consent to a Transfer shall not release Tenant from its obligations under this Lease (or any guarantor of this Lease of its obligations with respect thereto). Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers.

Additional Transfers. For purposes of this Lease, the term “Transfer” shall also include # if ​ is a partnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of fifty percent (50%) or more of the partners or members, or transfer of fifty percent (50%) or more of partnership or membership interests, within a twelve (12)-month period, or the dissolution of the partnership or membership without immediate reconstitution thereof, and # if ​ is a closely held corporation (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), # the dissolution, merger, consolidation or other reorganization of ​ or # the sale or other transfer of an aggregate of fifty percent (50%) or more of the voting shares of ​ (other than to immediate family members by reason of gift or death), within a twelve (12)-month period which results in a transfer of Control (defined in Section 14.8 below) of ​ to an individual or entity, or # the sale, mortgage, hypothecation or pledge of an aggregate of fifty percent (50%) or more of the value of the unencumbered assets of ​ within a twelve (12)-month period.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, an assignment or subletting of all or a portion of the Premises to # a transferee of all or substantially all of the assets of ​, # a transferee which is the resulting entity of a merger or consolidation of ​ with another entity (inclusive of a so-called “reverse triangular” merger), or # an affiliate of ​ (i.e., an entity which is controlled by, controls, or is under common control with, ​ (“Affiliate”)), shall not be deemed a Transfer under this Article 14, (any such assignee or sublessee described in items [(i) through (iii) of this Section 14.8] hereinafter referred to as a “Permitted Transferee”) provided that # ​ notifies ​ of any such assignment or sublease and promptly supplies ​ with any documents or information reasonably requested by ​ regarding such assignment or sublease or such affiliate, # ​ is not in Default, # such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, # in the case of a Permitted Transfer described in [clauses (i) or (ii) above] or an assignment to an Affiliate of ​ pursuant to [clause (iii) above], such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the greater of the Net Worth of ​ as of the date hereof and the Net Worth of ​ on the day immediately preceding the effective date of such assignment or sublease (provided, however, that in the case of an assignment to an Affiliate of ​ pursuant to [clause (iii) above], the Net Worth of ​ and the Net Worth of the Affiliate assignee may, for the purposes of satisfying the Net Worth test above, be combined if and for so long as ​ remains in existence following the assignment in question), and # no assignment relating to this Lease, whether with or without ​’s consent, shall relieve ​ from any liability under this Lease, and, in the event of an assignment of ​’s entire interest in this Lease, the liability of ​ and such transferee shall be joint and several. An assignee of ​’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity.

Permitted Transfers. Notwithstanding anything contained in this Article VII to the contrary, provided no Event of Default has occurred and is continuing, Tenant may, after ten (10) days prior written notice to Landlord (or, in the event Tenant is prevented from giving such notice due to the requirements of any Law or confidentiality agreement to which Tenant is bound, within five (5) days after Tenant is permitted to give such notice) but without Landlord’s prior written consent and without being subject to Landlord’s rights and Tenant’s obligations set forth in [Sections 7.3, 7.4 and 7.5]5]5] below, assign this Lease, or sublet all or a portion of the Premises, to the following entities (each, a “Permitted Transferee”) without Landlord’s approval:

Other Transfers. Except as expressly permitted by Sections 10(a)(i) and 10(a)(ii), Awards shall not be transferable other than by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Section 10(a), an Incentive Stock Option shall not be transferable other than by will or the laws of descent and distribution.

International Data Transfers. The Corporation and its service providers are based in the United States. If the Participant is outside of the United States, the Participant should note that his or her country may have enacted data privacy laws that are different from the United States. The Corporation’s legal basis for the transfer of the Participant’s personal data is the Participant’s consent.

No Transfers Permitted. The rights under this Award are not transferable by Holder other than as set forth in the Plan.

Transfers of Ownership. If any certificate or Book-Entry Share of SRSG Common Stock is to be issued or made pursuant to the Merger in a name other than that in which the BioSculpture Certificate or Book-Entry Share surrendered in exchange therefore is registered, it will be a condition of the issuance or making thereof that the BioSculpture Certificate or Book-Entry Share so surrendered will be properly endorsed or otherwise transferred and will otherwise be in proper form for transfer and that the Person requesting such exchange will have paid to SRSG or any Exchange Agent designated by it any transfer or other taxes required by reason of the issuance of a certificate or Book-Entry Share of SRSG Common Stock in any name other than that of the registered holder of the BioSculpture Certificate or Book-Entry Share surrendered, or will have established to the satisfaction of SRSG or any Exchange Agent designated by it that such tax has been paid or is not payable.

No Transfers Permitted. The rights under this Award are not transferable by the Holder other than by will or the laws of descent and distribution, and so long as Holder lives, only Holder or his or her guardian or legal representative shall have the right to receive and retain Earned Performance Cash.

Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of Sellers and Purchaser and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by Sellers or Purchaser, without the prior written consent of Sellers (in the case of an assignment by Purchaser) or of Purchaser (in the case of assignment by Sellers).