Landlord's Consent. Landlord shall not unreasonably withhold, condition or delay its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Landlord shall approve or disapprove of any proposed Transfer within fifteen (15) business days after receipt of a complete Transfer Notice. If Landlord fails to respond within such fifteen (15) business day period, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: “LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE # BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF TENANT’S REQUEST FOR TRANSFER” (the “ XE "Transfer Reminder Notice" Transfer Reminder Notice”). Any such Transfer Reminder Notice shall include a complete copy of Tenant’s Transfer Notice. If Landlord fails to respond within five (5) business days after receipt of a Transfer Reminder Notice, then Tenant’s Transfer for which Tenant requested Landlord’s approval shall be deemed approved by Landlord. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any Applicable Law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply:

Landlord'#​’s Consent. Landlord​ shall not unreasonably withhold, conditionwithhold or delay its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. LandlordNotice and shall approvegrant or disapprove of any proposed Transferwithhold such consent within fifteen (15) business days after receipt offollowing the date upon which ​ receives a complete“complete” Transfer Notice. If Landlord fails to respond within such fifteen (15) business day period, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: “LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE # BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF TENANT’S REQUEST FOR TRANSFER” (the “ XE "Transfer Reminder Notice" Transfer Reminder Notice”). Any such Transfer Reminder Notice shall include a complete copy of Tenant’s Transfer Notice. If Landlord fails to respond within five (5) business days after receipt of a Transfer Reminder Notice, then Tenant’s Transfer for which Tenant requested Landlord’s approval shall be deemed approved by Landlord. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any Applicable Law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply:from ​ (i.e.,

Landlord's Consent. LandlordNotice of Proposed Transfer; Standards of Approval. If Tenant shall not unreasonably withhold, condition or delay itsdesire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing (“Notice of Proposed Transfer”). Any such Notice of Proposed Transfer shall include: # the proposed effective date which shall not be less than thirty (30) days after the date of Tenant’s Notice of Proposed Transfer, # the portion of the Premises to be Transferred (herein called the “Subject Space”), # the terms of the proposed Transfer and the consideration therefor, the name and address of the proposed Transferee, a copy of all documentation pertaining to the proposed Transfer, and an estimated calculation of the Transfer Premium (as defined in Paragraph 22.3 below) in connection with such Transfer, # financial statements of the proposed Transferee for the three (3) year period immediately preceding the Notice of Proposed Transfer (or, if the proposed Transferee has been in existence for less than three (3) years, for such shorter period as may be applicable) certified by an officer, partner or owner thereof and any other information reasonably necessary to enable Landlord to determine the financial responsibility (including, without limitation, bank references and contacts at other of Tenant’s funding sources) of the proposed Transferee, and a description of the nature of such Transferee’s business and proposed use of the Subject Space to the Transferee on the terms specified in the Transfer Notice.Space, and # such other information as Landlord may reasonably require. Landlord shall approvegive Tenant written notice of its approval or disapprovedisapproval of anya proposed Transfer within fifteen (15) business daysBusiness Days after receipt of a completethe Notice of Proposed Transfer Notice. If Landlord fails to respond within such fifteen (15) business day period, then Tenant(including the information required above). Without limiting the grounds on which it may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: “LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE # BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF TENANT’S REQUEST FOR TRANSFER” (the “ XE "Transfer Reminder Notice" Transfer Reminder Notice”). Any such Transfer Reminder Notice shall include a complete copy of Tenant’s Transfer Notice. If Landlord fails to respond within five (5) business days after receipt of a Transfer Reminder Notice, then Tenant’s Transfer for which Tenant requested Landlord’s approval shall be deemed approved by Landlord. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any Applicable Law for Landlord to withhold its consent to a proposed Transfer, Tenant acknowledges that Landlord may reasonably withhold its consent in the following instances: # if there exists an Event of Default by Tenant of its obligations under this Lease; # if the Transferee is a governmental or quasi-governmental agency, foreign or domestic; # if the Transferee is an existing tenant in the Project, unless Landlord does not have space currently or coming available in the Project comparable to the Premises (or that portion being subleased) in size, location and floor level that will satisfy the existing tenant’s facility needs or except as described in Paragraph 22.9; # if Tenant has not demonstrated to Landlord’s satisfaction that the Transferee is financially responsible with sufficient Net Worth (as defined in Paragraph 22.7 below) to meet the financial and other obligations of this Lease; # if, in Landlord’s sole judgment, the Transferee’s business, use and/or occupancy of the Premises would # violate any of the terms of this Lease or the lease of any other tenant in the Project, # not be comparable to and compatible with the types of use by other tenants in the Project, # require any Alterations which would materially reduce the value of the existing leasehold improvements in the Premises, or # result in material increased density per floor or require increased services by Landlord; # in the case of a sublease, it would result in more than three (3) occupancies on a floor; # in the case of a sublease, if the rent payable by the Transferee is less than the then prevailing rate being charged by Landlord for the lease of space in the Project currently or coming available that is comparable to the Premises (or that portion being subleased) in size, location and floor level that will satisfy the proposed Transferee’s facility needs or except as described in Paragraph 22.9; or # if the Transferee has received a bona fide written proposal from Landlord (or had received a bona fide written proposal from Landlord during the six (6) month period immediately preceding the date of the Notice of Proposed Transfer and the negotiations of such proposal have not been terminated by either party) to lease space in the Project, unless Landlord does not have space currently or coming available in the Project comparable to the Premises (or that portion being subleased) in size, location and floor level that will satisfy the proposed Transferee’s facility needs or except as described in Paragraph 22.9. Any Transfer made without complying with this Paragraph shall, at Landlord’s option, be null, void and of no effect, and/or shall constitute an Event of Default under this Lease. Whether or not Landlord shall grant consent, Tenant shall pay, within thirty (30) days after written request by Landlord, any reasonable out-of-pocket ​ fees incurred by Landlord in connection with any proposed Transfer where one or more of the following apply:Transfer.

Landlord's Consent. Landlord shall not unreasonably withhold, conditionwithhold or delay its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Landlord shall approve or disapprove of any proposed Transfer within fifteen (15) business days after receipt of a complete Transfer Notice. If Landlord fails to respond within such fifteen (15) business day period, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: “LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE # BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF TENANT’S REQUEST FOR TRANSFER” (the “ XE "Transfer Reminder Notice" Transfer Reminder Notice”). Any such Transfer Reminder Notice shall include a complete copy of Tenant’s Transfer Notice. If Landlord fails to respond within five (5) business days after receipt of a Transfer Reminder Notice, then Tenant’s Transfer for which Tenant requested Landlord’s approval shall be deemed approved by Landlord. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any Applicable Lawapplicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply:

Landlord's Consent.Restriction on Transfers. Tenant shall not, without the prior written consent of Landlord, which consent Landlord shall not unreasonably withhold, conditionconditioned or delay its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Landlord shall approve or disapprove of any proposed Transfer withindelayed beyond fifteen (15) business days afterBusiness Days following Landlord’s receipt of a completeNotice of Proposed Transfer Notice. If Landlord failspursuant to respond within such fifteen (15) business day period, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: “LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVEParagraph 22.2 below: # BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF TENANT’S REQUEST FOR TRANSFER” (the “ XE "Transfer Reminder Notice" Transfer Reminder Notice”). Any such Transfer Reminder Notice shall include a complete copy of Tenant’s Transfer Notice. If Landlord failsassign, mortgage, pledge, hypothecate, encumber, or permit any lien to respond within five (5) business days after receipt of a Transfer Reminder Notice, then Tenant’s Transfer for which Tenant requested Landlord’s approval shall be deemed approved by Landlord. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable underattach to, or otherwise transfer, this Lease and underor any Applicable Law for Landlord to withhold consent tointerest hereunder, by operation of law or otherwise; # sublet the Premises or any proposed Transfer where onepart thereof; or more# permit the use of the following apply: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”).