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Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as "Transfers" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the "Transfer Notice") shall include # 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, # a description of the portion of the Premises to be transferred (the "Subject Space"), # all of the terms of the proposed Transfer and the consideration therefor, including calculation of the "Transfer Premium", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and # current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers.Transfers; Consent. Tenant shall not, without the prior written consent of Landlord, # assign, transfer, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer,encumber this Lease or any estate or interest hereunder, permit any assignment,herein, whether directly, indirectly or other transfer of this Lease or any interest hereunder 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 PremisesPremises, or # grant any part thereof,license, concession, or enter intoother right of occupancy of or with respect to any licenseportion of the Premises, or concession agreements or otherwise# permit the occupancy or use of the Premises or any part thereof by any personsparty other than Tenant and its employees and contractors (allor a Tenant Party (each of the foregoing are hereinafter sometimesevents listed in this Paragraph 10.1 being referred to collectively as "Transfers" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred toherein as a "Transferee"“Transfer”). If Tenant desires Landlord's consentAt least twenty (20) business days prior to the effective date of any proposed Transfer, Tenant shall notifyprovide Landlord in writing, which notice (the "Transfer Notice") shall include # 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, #with a written description of the portion of the Premises to be transferred (the "Subject Space"), # all of the terms and conditions of the proposed Transfer and theall 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 addresscopies of the proposed Transferee,documentation, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and # current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any othersuch information reasonably required byas 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.may request. Any Transfer made without Landlord'Landlord’s prior written consent shall, at Landlord's option,shall be null, void and shall constitute an Event of no effect, and shall, at Landlord's option, constitute a defaultDefault by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer,Tenant. Tenant shall pay Landlord'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 reasonable review and processing fees,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 well asto any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.subsequent Transfers.

Transfers. Except in connection with Permitted Transfers (hereinafter defined). Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as " XE "Transfers" Transfers" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a " XE "Transferee" Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the " XE "Transfer Notice" Transfer Notice") shall include # 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, # a description of the portion of the Premises to be transferred (the " XE "Subject Space" Subject Space"), # all of the terms of the proposed Transfer and the consideration therefor, including calculation of the " XE "Transfer Premium" Transfer Premium", as that term is defined in [SectionSection 14.3]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 # current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space.Space (provided that Landlord agrees to execute a commercially reasonable confidentiality agreement covering the disclosure of such financial statements). Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute a defaultan Event of 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 (notnot to exceed $3,000.00 for a Transfer in the aggregate for any particular Transfer),ordinary course of business, within thirty (30) days after written request by Landlord.

Transfers. Tenant shall not, without the prior written consent of Landlord,, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectivelyindividually as "Transfers"a “Transfer,” and, collectively, as “Transfers and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a "Transferee"Transferee). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the "Transfer Notice"Transfer Notice) shall include # the proposed effective date of the Transfer, which shall not be less than thirty (30)twenty (20) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, # a description of the portion of the Premises to be transferred (the "Subject Space"Subject Space), # all of the terms of the proposed Transfer and the consideration therefor, including calculation of the "Transfer Premium"Transfer Premium, as that term is defined in [SectionSection 14.3]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, andincluding all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that shall have the right to require to utilize ’s commercially reasonable standard Transfer documents in connection with the documentation of such Transfer, # 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 information is requested within ten (10) business days following ’s submission to of the items described in clauses (i), (ii), (iii) [(iv) and (v) of this Section 14.1]) which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee'Transferee’s business and proposed use of the Subject Space.Space, and # an executed estoppel certificate from in the form attached hereto as Exhibit E; provided, however, if such estoppel certificate contains statements to the effect that claims any default, breach, or failure to perform on the part of under this Lease, such fact shall not serve to negate the effectiveness of the Transfer Notice. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute a defaultDefault 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'attorneys’, accountants'accountants’, architects'architects’, engineers'engineers’ and consultants'consultants’ fees) incurred by Landlord (not to exceed in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord., provided that in no event shall such costs and expenses exceed $2,500.00 for a Transfer in the ordinary course of business.

Restriction on Transfers. Tenant shall not, without the prior written consent of Landlord, which consent Landlord shall not unreasonably withhold, conditioned or delayed beyond fifteen (15) Business Days following Landlord’s receipt of a Notice of Proposed Transfer pursuant to Paragraph 22.2 below: # assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law,law or otherwise; # sublet the Premises or any part thereof,thereof; or enter into any license or concession agreements or otherwise# permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as "Transfers"“Transfers” and any personPerson to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a "Transferee"“Transferee”). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the "Transfer Notice") shall include # 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, # a description of the portion of the Premises to be transferred (the "Subject Space"), # all of the terms of the proposed Transfer and the consideration therefor, including calculation of the "Transfer Premium", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and # current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers.Notice of Proposed Transfer; Standards of Approval. If Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as "Transfers" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a "Transferee"). If Tenant desires Landlord'desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the "Transfer Notice"writing (“Notice of Proposed Transfer”). Any such Notice of Proposed Transfer shall includeinclude: # 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 deliveryTenant’s Notice of the Transfer Notice,Proposed Transfer, # a description of the portion of the Premises to be transferred (the "Subject Space"Transferred (herein called the “Subject Space”), # all of the terms of the proposed Transfer and the consideration therefor, including calculation of the "Transfer Premium", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and an estimated calculation of the Transfer Premium (as defined in Paragraph 22.3 below) in connection with such Transfer, # current 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,thereof and any other information reasonably required by Landlord which willnecessary to enable Landlord to determine the financial responsibility, character,responsibility (including, without limitation, bank references and reputationcontacts at other of Tenant’s funding sources) of the proposed Transferee, and a description of the nature of such Transferee'Transferee’s business and proposed use of the Subject Space.Space, and # such other information as Landlord may reasonably require. Landlord shall give Tenant written notice of its approval or disapproval of a proposed Transfer within fifteen (15) Business Days after receipt of the Notice of Proposed Transfer (including the information required above). Without limiting the grounds on which it may be reasonable 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 Landlord's prior written consentcomplying with this Paragraph shall, at Landlord'Landlord’s option, be null, void and of no effect, and shall, at Landlord's option,and/or shall constitute a default by Tenantan Event of Default under this Lease. Whether or not Landlord consents to any proposed Transfer,shall grant consent, Tenant shall pay Landlord's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer),pay, within thirty (30) days after written request by Landlord.Landlord, any reasonable out-of-pocket [[Organization B:Organization]] fees incurred by Landlord in connection with any proposed Transfer.

Transfers.Terms of Consent. If Landlord consents to a Transfer (and does not exercise any recapture right pursuant to Paragraph 22.5): # the terms and conditions of this Lease, including among other things, Tenant’s liability for the Subject Space, and Rent with respect thereto, shall in no way be deemed to have been released, waived or modified, # such consent shall not be deemed consent to any further Transfer by either Tenant or the Transferee, # no Transferee (other than a Permitted Transferee) shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permitsucceed to any lien to attach to, or otherwise transfer,rights provided in this Lease or any interest hereunder, permit any assignment,amendment hereto to extend the Term, expand the Premises, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as "Transfers" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a "Transferee"). If Tenant desires Landlord's consent to any Transfer,lease additional space unless expressly permitted hereunder; # Tenant shall notifydeliver to Landlord in writing, which notice (the "Transfer Notice") shall include # the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) dayspromptly after the date of delivery of the Transfer Notice, # a description of the portion of the Premises to be transferred (the "Subject Space"), # 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 aexecution, an executed copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and # currentTenant shall furnish upon Landlord’s request a complete statement, certified by Tenant’s chief financial statementsofficer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer. Each Transferee under an assignment of this Lease, other than Landlord, must expressly assume all of the proposed Transferee certified by an officer, partner or owner thereof,provisions, covenants and any other information reasonably required by Landlord which will enable Landlordconditions of this Lease on the part of Tenant thereafter to determinebe kept and performed. No subtenant shall have the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use ofright to further Transfer its interest in the Subject Space. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute a default by Tenant underSpace, except in accordance with this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord (not to exceed in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.Paragraph 22.

Transfers. Tenant shall not, withoutEffect of Transfer. If Landlord consents to a Transfer, # 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 transferterms and conditions of this Lease shall in no way be deemed to have been waived or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as "Transfers" and any person to whom any Transfer is made or sought tomodified, # such consent shall not be made is hereinafter sometimes referred to as a "Transferee"). If Tenant desires Landlord'sdeemed consent to any Transfer,further Transfer by either Tenant or a Transferee, # Tenant shall notify Landlord in writing, which notice (the "Transfer Notice") shall include # the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) daysdeliver to Landlord, promptly after the date of delivery of the Transfer Notice, # a description of the portion of the Premises to be transferred (the "Subject Space"), # 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 aexecution, an original executed copy of all existing executed and/or proposed documentation pertaining to the proposedTransfer in form reasonably acceptable to Landlord, # Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, and # current financial statementsno Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord's consent, shall relieve Tenant or any guarantor of the proposed Transferee certified by an officer, partner or owner thereof, andLease from 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 ofliability under this Lease, including, without limitation, in connection with the Subject Space. Any Transfer made without Landlord's prior written consent shall,Landlord or its authorized representatives shall have the right at Landlord's option, be null, voidall reasonable times to audit the books, records and papers of no effect, and shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or not Landlord consentsrelating to any proposed Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall pay Landlord's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer),shall, within thirty (30) days after written requestdemand, pay the deficiency, and if understated by Landlord.more than two percent (2%), Tenant shall pay Landlord's costs of such audit.

Transfers. TenantExcept as hereinafter expressly permitted, none of the following (each, a “Transfer”), either voluntarily or by operation of Applicable Laws, shall not,be directly or indirectly performed without theLandlord’s prior written consent, which consent of Landlord, assign, mortgage, pledge, hypothecate, encumber,shall not be unreasonably withheld, conditioned or permit any lien to attach to,delayed: # Tenant selling, hypothecating, assigning, pledging, encumbering or otherwise transfer,transferring this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, subletsubletting the Premises or any part thereof, or enter into any license or concession agreements# a controlling interest in Tenant being sold, assigned or otherwise permittransferred (other than as a result of shares in Tenant being sold on a public stock exchange). For purposes of the occupancypreceding sentence, “control” means # owning (directly or useindirectly) more than fifty percent (50%) of the stock or other equity interests of another person or # possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. Tenant shall have the right, without Landlord’s prior written consent, to # Transfer Tenant’s interest in this Lease or the Premises or any part thereof to any person that # acquires all or substantially all of the assets of Tenant (either indirectly through a sale of all or substantially all of Tenant’s stock or equity interests or directly), # is a successor to Tenant by any persons other thanmerger, consolidation or reorganization or as a result of an initial public offering of Tenant’s stock on a nationally recognized stock exchange, or # as of the date of determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Tenant (the transferee or resulting Tenant described in (i), (ii) or (iii), a “Tenant’s Affiliate”) and # provided that, at all times prior to and after such transfer, Tenant remains the tenant under this Lease and Tenant retains the power to direct or cause the direction of the management and policies of Tenant and its employees and contractors (allTenant retains fifty-one percent (51%) or more of the foregoing are hereinafter sometimes referred to collectivelyvoting power of all the stock or other equity interests in Tenant, transfer (directly or indirectly) more than fifty percent (50%) of the stock or equity interests of Tenant as "Transfers" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to aspart of a "Transferee"bona fide private equity placement financing (an “Equity Financing Transfer). If Tenant desires Landlord's consent to any Transfer,; provided that, in each case, Tenant shall notify Landlord in writing, which notice (the "Transfer Notice"writing at least thirty (30) days prior to the effectiveness of such Transfer (any such Transfer described in (y) or (z) in this Section above, an “Exempt Transfer) shall include #and otherwise comply with the proposed effectiverequirements of this Lease regarding such Transfer; and provided, further, that the person that will be the tenant under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than the net worth (as of the date of the Transfer, which shall not be less than thirty (30) days norExempt Transfer) of the transferring Tenant. For purposes of the immediately preceding sentence, “control” requires both # owning (directly or indirectly) more than one hundred eighty (180) days after the date of deliveryfifty percent (50%) of the Transfer Notice,stock or other equity interests of another person and # a descriptionpossessing, directly or indirectly, the power to direct or cause the direction of the portionmanagement and policies of such person. In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project; provided that, Landlord or such affiliate has sufficient space for such entity at the Project. Upon Tenant’s written request, Landlord shall execute and deliver a commercially reasonable form of confidentiality agreement with respect to any information disclosed to Landlord in connection with a proposed Transfer or Exempt Transfer. Notwithstanding the foregoing, if Tenant is precluded by Applicable Law or by contract from giving Landlord prior written notice of an Exempt Transfer, then Tenant will provide Landlord with written notice of the Premises to be transferred (the "Subject Space"), # all ofExempt Transfer as soon as Tenant may do so without violating Applicable Law or the terms of the proposed Transferapplicable contract, and the consideration therefor, including calculationif Tenant does not know all of the "Transfer Premium", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and addressmaterial terms of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and # 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. AnyExempt Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), withinleast thirty (30) days prior to its effectiveness, then Tenant will provide Landlord with written notice of the Exempt Transfer no later than five (5) days after written request by Landlord.Tenant knows all of the material terms of the Exempt Transfer.

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