Common use of Assignment and Subletting Clause in Contracts

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.

Assignment and Subletting. (a) Except as provided in subsection (d) belowTenant shall not assign or sublet, whether voluntarily or involuntarily or by operation of law, the Premises or any part thereof without the Landlord's prior written consent of Landlordapproval, which may shall not be withheld in Landlord’s sole discretion, unreasonably withheld. The merger of Tenant may not sublease, assign, mortgage, pledge, hypothecate with any other entity or otherwise transfer or permit the transfer of this Lease any controlling or the encumbering of Tenant’s managing ownership or beneficial interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord Tenant shall not unreasonably withhold, delay or condition its consent to a subletting or constitute an assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonablehereunder. If Tenant desires to enter into assign this Lease or sublet any sublease or all of the Premises or assignment of this LeaseBuilding, Tenant shall deliver give Landlord written notice thereof to Landlord forty-five (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (2045) days prior to the commencement anticipated effective date of the term assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice and all related documents and agreements associated with the assignment or sublease, including without limitation, the financial statements of any proposed assignee or subtenant, to notify Tenant in writing that Landlord elects: (1) to permit Tenant to assign this Lease or sublet such space, subject however to Landlord's prior written approval of the proposed assignee or subtenant and of any related documents or agreements associated with the assignment or sublease received by Landlord hereunder or assignmentreasonably requested by Landxxxx; (0) to disapprove such proposed assignment or subletting or (3) to terminate this Lease as of the date specified in Landxxxx'x xotice thereof. If Landlord shall should fail to notify Tenant in writing of its approval such election, Landlord shall be deemed to have elected option (2). This Lease may not be assigned by operation of law. Any purported assignment or disapproval subletting contrary to the provisions hereof shall be void. If Tenant receives rent or other consideration for any such transfer in excess of the proposed Rent, or in case of the sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any a portion of the Premises or assign the Lease Premises, in excess of such Rent that is fairly allocable to any such portion, after appropriate adjustments to assure that all other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. payments required hereunder are appropriately taken into account, Tenant shall submit for Landlord’s approval pay Landlord one hundred percent (which approval shall not be unreasonably withheld, conditioned or delayed100%) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.of the

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the prior written consent Tenant shall not either voluntarily or by operation of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not subleaselaw, assign, transfer, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of encumber this Lease or any interest therein, and shall not sublet the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, said Premises or any part thereof, by anyone or any right or privilege appurtenant thereto, or suffer any other than Tenantperson (the employees, providedagents, however, if Landlord chooses not servants and invitees of Tenant excepted) to recapture occupy or use the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the said Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion thereof, without written consent of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (first had and obtained, which approval consent shall not be unreasonably withheld; provided however, conditioned that Landlord in the exercise of its good faith business judgment may refuse to approve the assignment or delayedsublease and shall promptly provide Tenant with the reasons for its refusal. In the event Tenant desires to assign this Lease or any interest therein or sublet all or part of the Premises, Tenant shall give Landlord written notice thereof, which notice shall include (i) any advertising which Tenant the name of the proposed assignee, subtenant or its agents intend to use with respect to occupant ("Transferee"), (ii) reasonable financial information regarding the space proposed Transferee, (iii) a description of the Transferee's business to be subletcarried on in the Premises, and (iv) the terms of the assignment or sublease and a description of the portion of the Premises to be affected. Tenant shall also provide Landlord such additional information regarding the Transferee or the proposed assignment or sublease as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall have the right to assign or sublet the premises, or a portion thereof, to a wholly owned affiliated company or subsidiary, without the Landlord's consent. Tenant shall be required, however, to give written notice to Landlord in advance of such assignment or sublet and to prepare assignment or sublet agreements on forms that are reasonably satisfactory to Landlord. In no event shall such an assignment or sublet release Tenant from its obligations under the terms of this Lease. Consent to one assignment, subletting, occupation or use by any other person shall not be deemed to a consent to any subsequent assignment, subletting, occupation or use by another person. Any assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under this Lease.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without Subject to the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval both Sublandlord (which approval shall not be unreasonably withheld, conditioned or delayed) and Master Landlord, Subtenant shall have the same rights as Sublandlord enjoys as Tenant under such portions of Section 18 of the Master Lease as are incorporated herein, to assign this Sublease or sub-sublease the Sublease Premises. Except in connection with a Permitted Transfer (as defined below), Sublandlord shall have the right to fifty percent (50%) of all subrent or other consideration (net of Subtenant’s reasonable expenses in connection with such assignment or sub sublease, including, without limitation, brokerage commissions, legal costs, and tenant improvement costs or allowances) to be paid to Subtenant under the terms of any advertising assignment or sub sublease in excess of the total Subtenant’s Rent due hereunder. Notwithstanding anything in this Sublease to the contrary, Subtenant may assign the Sublease or sublet the Sublease Premises, or any portion thereof, without Sublandlord’s consent, to any entity which Tenant controls, is controlled by, or its agents intend is under common control with Subtenant; to use any entity which results from a merger of, reorganization of, or consolidation with Subtenant; to any entity which acquires substantially all of the stock or assets of Subtenant, as a going concern, with respect to the space proposed business that is being conducted in the Sublease Premises (hereinafter each a “Permitted Transfer”). In addition, a sale or transfer of the majority capital stock of Subtenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any bona fide financing or capitalization for the benefit of Subtenant, or (2) Subtenant is or becomes a publicly traded corporation. Sublandlord shall have no right to be subletterminate the Lease in connection with, and shall have no right to any sums or other economic consideration resulting from any Permitted Transfer.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without Without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.210.02, Landlord shall not unreasonably withhold, delay or condition withhold its consent to a subletting or assignment under this Section 10.110.01. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty sixty (2060) days prior to the commencement date of the term of the proposed sublease or assignment. If Tenant proposes to sublease less than all of the Rentable Area of the Premises, the space proposed to be sublet and the space retained by Tenant must each be a marketable unit as reasonably determined by Landlord and otherwise in compliance with all Laws; provided however, so long as the Tenant is Genomic Health or a Permitted Transferee which is an assignee of the Lease which has satisfied the requirements of Sections 10.01 and 10.05 below, the foregoing shall not apply to a sublease for a sublease term of a year or less, for undemised space in the aggregate (for one or more such subleases in effect at any one time) up to 3,000 square feet of Rentable Area. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 10.02 within fifteen thirty (1530) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needsProject. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may shall not sublease, assign, mortgagetransfer, pledgeor hypothecate the leasehold estate under this Lease, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s any interest therein in whole or in parttherein, by operation of Law or otherwise or permit the use or occupancy of and shall hot sublet the Premises, or any part thereof, by anyone or any right or privilege appurtenant thereto, or suffer any other than Tenantperson or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. As a condition for granting this consent to any assignment, transfer, or subletting, Landlord may require that Tenant agrees to pay to Landlord, as additional rent, fifty percent (50%) of all rents or additional consideration provided, however, if that for sharing such excess rent, Tenant shall first be entitled to recover from such excess rent the amount of any reasonable leasing commissions paid by Tenant to third parties not affiliated with Tenant received by Tenant from its assignees, transferees, or subtenants in excess of the rent payable by Tenant to Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1hereunder. Tenant agrees that shall, by thirty (30) ------- days written notice, advise Landlord of its intent to assign or transfer Tenant's interest in the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of Lease or sublet the Premises or assignment of this Lease, Tenant shall deliver written notice any portion thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date any portion of the term of the proposed sublease or assignmenthereof. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen Within thirty (1530) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any said written notice, Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant's notice on the date specified in Tenant's notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or assign other transferee for presentment to Landlord for Landlord's approval, all in accordance with the terms, covenants, and conditions of this paragraph 19. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect. In the event Tenant is allowed to assign, transfer or sublet the whole or any other tenant part of the Project if Premises. with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval consent shall not be unreasonably withheld. A consent of Landlord to one assignment, conditioned transfer, hypothecation, subletting, occupation or delayed) use by any advertising which other person shall not release Tenant from any of Tenant's obligations hereunder or its agents intend to use with respect to the space proposed be deemed to be subleta consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant. terminate this Lease. The Leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord which consent shall not be unreasonably withheld. As a condition to its consent, Landlord may require Tenant to pay all expenses in connection with the assignment, and Landlord may require Tenant's assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord under the Lease. SEE PARAGRAPH 56.

Assignment and Subletting. (a) Except as provided in subsection (d) belowA. This Lease shall be fully assignable by the Landlord or its successors and assigns, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in partpart in connection with Landlord’s sale or transfer of its interest in a Site (subject to Landlord and Tenant agreeing on applicable and customary agreements severing and modifying this Lease in their good faith reasonable discretion), by operation of Law provided Tenant’s obligations shall not be materially increased and its rights not materially diminished. In the event that from time to time Landlord desires to sever and partially assign its interest in the Lease with respect to one or otherwise or permit the use or occupancy more of the PremisesSites in their entirety, then (a) the Base Rent allocated to any Sites covered by the partial assignment (the “Allocated Base Rent Amount”) shall be equal to the product of the Applicable Rent Reduction Percentage for such Sites and the then current Base Rent, (b) Landlord, at its cost and expense, shall prepare a lease modification agreement in a reasonable and customary form and reasonably approved by Landlord and Tenant acting cooperatively and in good faith, a new lease agreement covering such assigned sites in substantially the form of this Lease (each a “New Lease”) (with applicable and reasonable modifications necessary to take into account the Site(s) covered by such new lease), and a landlord assignment and assumption of lease agreement with respect to any such Site so assigned (collectively, “Landlord Assignment Agreements”) in a reasonable and customary form and reasonably approved by Landlord and Tenant acting cooperatively and in good faith; (c) upon the assignment by Landlord, this Lease shall be amended to exclude any such Sites the subject of such partial assignment from the Lease, and the Base Rent hereunder shall be reduced by the Allocated Base Rent Amount and such other reasonably required modifications; and (d) the Base Rent payable under the assigned lease will equal the Allocated Base Rent Amount. In such event, each party (including Landlord’s assignee), shall endeavor in good faith to execute any such new Landlord Assignment Lease Agreement within ten (10) business days after delivery thereof. In addition, Tenant and Landlord shall execute and deliver to the other, any other instruments and documents reasonably requested by Landlord or Tenant and reasonably approved by the other in connection with the sale or assignment including without limitation, amended SNDAs and/or memorandum of leases. In addition, Tenant agrees to cooperate reasonably with Landlord in connection with any part thereofsuch sale or assignment at no cost or expense of or additional liability or adverse effect to, by anyone other than Tenant, provided, however, if . From and after the effective date of any such Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2Assignment Lease Agreement, Landlord shall not unreasonably withhold, delay or condition its consent will be released from any liability thereafter accruing with respect to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease Sites covered thereby and assignment set forth in this Article Ten such assignee shall be deemed to have assumed all such liabilities. In the event of a transfer by Landlord under this Section 21.A, the Security Deposit shall be reasonablereduced on a pro-rata basis to correspond with the adjusted Allocated Base Rent Amount and refunded to Tenant or Tenant may elect to post a replacement Letter of Credit in such lesser amount. If Tenant desires to enter into Following the effective date of any sublease of such transfer the Premises or assignment cross-default provisions of this Lease, Tenant Lease shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee be deemed null and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment void with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (transferred Sites and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy references thereto removed from such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be subletNew Lease.

Assignment and Subletting. (a) Except as provided Tenant shall have the right to assign its interest in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of sublet the Premises without Landlord’s prior written consent, except as follows: (i) in the event the proposed assignee or assignment of this Leasesubtenant intends to use the Premises in a manner that is not permitted under Section 5.1, Tenant shall deliver written notice thereof be required to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for obtain Landlord’s approval (prior written consent, which approval consent shall not be unreasonably withheld, conditioned or delayed, and (ii) any advertising which Tenant in the event the income generated by the proposed assignee or its agents intend to use with respect to subtenant could jeopardize BioMed Realty Trust, Inc., a Maryland corporation (“Landlord’s REIT Entity”), status as a real estate investment trust within the space proposed meaning of Sections 856 through 860 of the Internal Revenue Code of 1986 (“REIT Status”) or cause the Landlord’s REIT Entity to be subletin receipt of income that does not constitute “rent from real property” within the meaning of Section 856(d) of the Code, Tenant shall be required to obtain Landlord’s prior written consent, which consent may be given or denied in Landlord’s sole and absolute discretion; provided, however, in the event Tenant is unable to determine whether the proposed assignment or sublease could jeopardize the Landlord’s REIT Entity’s REIT Status, Tenant shall have the right to deliver a notice to Landlord, complying with each of the requirements of Section 15.2, requesting that Landlord make such determination. Landlord shall notify tenant within five (5) business days after Landlord receives such notice and such other information as Landlord may reasonably require whether such assignment or sublease could jeopardize the Landlord’s REIT Entity’s REIT Status. Any purported assignment or subletting contrary to these provisions shall be void. Consent by Landlord to one or more assignments of this Lease or to one or more sublettings of the Premises shall not operate to exhaust Landlord’s rights under this Section.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without Without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.210.02, Landlord shall not unreasonably withhold, delay or condition withhold its consent to a subletting or assignment under this Section 10.110.01. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty sixty (2060) days prior to the commencement date of the term of the proposed sublease or assignment. If Tenant proposes to sublease less than all of the Rentable Area of the Premises, the space proposed to be sublet and the space retained by Tenant must each be a marketable unit as reasonably determined by Landlord and otherwise in compliance with all Laws. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 10.02 within fifteen thirty (1530) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needsProject. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.

Assignment and Subletting. (a) Except as provided Subject to Landlord’s recapture right set forth in subsection (d) belowSection 10.2, without the prior written consent of Landlord, which may consent of Landlord shall not be withheld in Landlord’s sole discretionunreasonably withheld, conditioned or delayed, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten 10 shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty fifteen (2015) days prior to the commencement date of the term of the proposed sublease or assignment. If Tenant proposes to sublease less than all of the Rentable Area of the Premises, the space proposed to be sublet and the space retained by Tenant must each be a marketable unit as reasonably determined by Landlord and otherwise in compliance with all Laws. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) business days after receipt of Tenant’s Notice (and all required information). In the event Landlord fails to respond to the Tenant’s Notice within said fifteen (15) business day period, then Tenant may resubmit the same to Landlord (any all other parties entitled to receive notices to Landlord) with a cover letter stating “Landlord’s failure to respond shall result in the deemed approval of a proposed sublease or assignment” in all capital letters and in bold face type. In the event Landlord fails to respond to the second Tenant’s Notice within fifteen (15) business days following such second submittal, then such second failure by Landlord shall be deemed consent to such proposed sublease or assignment by Landlord. In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needsProject. For the avoidance of doubt, any notice or submittal by Tenant shall submit for Landlord’s approval (which approval shall not pursuant to this Article 10 must be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use provided in accordance with respect to the space proposed to be subletrequirements of Article 24.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may shall not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of assign this Lease or nor sublet the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Leasewithout first obtaining Landlord's written consent, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval consent shall not be unreasonably withheld. In determining whether to approve a proposed assignment or sublease, conditioned Landlord may consider without limitation the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the effect of such assignment or delayedsubletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement. In no event shall Landlord be obligated to consent to any assignment or subletting which materially increases (i) any advertising which Tenant the Operating Costs of the Building, (ii) the burden on the Building services, or its agents intend (iii) the foot traffic, elevator usage or security concerns in the Building or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced. (For example, but not exclusively, Landlord may deny consent to use with respect an assignment or subletting where the space would be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the space proposed public, a personnel or employment agency, or an embassy or consulate or similar office. Landlord shall not be obligated to approve an assignment or subletting to (a) a current tenant of the Building or (b) a prospective tenant of the Building with whom Landlord is then negotiating. No such assignment or subletting shall relieve Tenant of any liability under this Lease. Consent to any such assignment or subletting shall not operate as a waiver of the necessity for a consent to any subsequent assignment or subletting, and the terms of such consent shall be subletbinding upon any person holding by, under or through Tenant. If Tenant is a corporation, then any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of, or power to vote the majority of its outstanding voting stock, shall constitute an assignment for the purpose of this Section.

Assignment and Subletting. (a) Except as provided Tenant shall not assign its interest in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein any part therein, or allow this Lease to be assigned, in whole or in part, by operation of Law law or otherwise (including, without limitation, by transfer of stock or permit other transfer of ownership of Tenant, merger, reorganization, dissolution or change in occupancy) or mortgage or pledge the use same, or occupancy of sublet the Premises, or any part thereof, by anyone other than Tenantwithout, providedin each case, howeverthe prior written consent of Landlord, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord which consent shall not be unreasonably withhold, delay withheld or condition its delayed. In no event shall any such assignment or sublease ever release Tenant or Guarantor from any obligation or liability hereunder. No assignee or sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof without Landlord’s prior written consent to a subletting which will not be unreasonably withheld or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonabledelayed. If Tenant desires to enter into assign its interest in the Lease or any sublease part therein, or sublet all or any part of the Premises Premises, it shall so notify Landlord at least sixty (60) days in advance of the date on which Tenant desires to make such assignment or assignment of this Lease, sublease. Tenant shall deliver written notice thereof to provide Landlord (“Tenant’s Notice”), together with the identity a copy of the proposed subtenant assignment or sublease (in a form provided by Landlord), and such information as Landlord might reasonably request concerning the proposed sublessee or assignee and the proposed principal terms thereof and financial and other information sufficient for to allow Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior judgments as to the commencement date of the term financial condition, reputation, operations and general desirability of the proposed sublease subtenant(s) or assignmentassignee(s). Tenant shall reimburse Landlord shall notify Tenant in writing for the reasonable cost of its approval or disapproval of reviewing the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen sublease, as the case may be. Within thirty (1530) days after Landlord’s receipt of Tenant’s Notice (proposed assignment or sublease, and all required informationinformation concerning the proposed subtenant(s) or assignee(s). In no event may Tenant sublease any portion of , Landlord shall have the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.option to:

Assignment and Subletting. Lessee shall have the right to assign this Lease (aand its leasehold interest hereunder) or sublet all or any portion of the Premises without Lessor’s consent (i) to any entity wholly owned or controlled by Lessee, (ii) to a subsidiary, affiliate or parent of Lessee, (iii) to a successor entity by merger or consolidation, (iv) to any entity that acquires all or substantially all of, or a controlling interest in, Lessee, provided that the net worth of the assignee is greater than or equal to the net worth of Lessee as of the day hereof and (v) to the XXX. Any and all subleases and sub-subleases involving the XXX shall be, and hereby are, permitted without Lessor’s consent. Leases, subleases, rental agreements and occupancy agreements made by Lessee involving storage units shall not require Lessor’s consent. The use of the Premises by such assignee or sublessee will be in accordance with the provisions of Section 2 hereof. Notwithstanding any assignment or sublease, Lessee will remain liable for the performance of the obligations of Lessee pursuant to this Lease. Except as provided in subsection (d) belowset forth above, without the prior written consent Lessee will not by operation of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, law or otherwise assign, mortgage, pledge, hypothecate encumber or otherwise transfer this Lease, nor the estate and Term hereby granted, nor any part hereof or thereof, nor any interest of Lessee in this Lease or in any sublease or rentals thereof, nor sublet or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, Premises or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed thereof to be subleased or assigned as provided used by others, without Lessor’s prior written consent in Section 10.2each instance, Landlord shall not unreasonably withhold, delay or condition its which consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed. The consent by Lessor to any assignment or subletting shall not in any manner be construed to relieve Lessee from obtaining Lessor’s express written consent to any other or further assignment or subletting or to any amendment or modification of any existing assignment or subletting previously consented to. If any lien is filed against the Premises for brokerage services claimed to have been performed for Lessee, in connection with an assignment of this Lease or a sublease of the Premises, whether or not actually performed, the same shall be discharged of record by Lessee within ten (10) any advertising which Tenant or its agents intend to use with respect to business days after Lessee receives notice of the space proposed to be subletfiling thereof (unless a shorter time period is required by the fee mortgagee of Premises), at Lessee’s expense.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may Tenant shall be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of entitled to assign this Lease or sublease the encumbering of Tenant’s interest therein Premises, in whole or in part, to any person or entity provided, however, that prior to any assignment and/or sublease to a third party other than an entity owned or controlled by operation of Law the same owning or otherwise controlling interest as Tenant or permit the use or occupancy a current USA student who qualifies for USA housing and is leasing a portion of the PremisesPremises for said housing, Tenant must first offer Landlord the opportunity to lease the Premises under the same terms as those offered to or any part thereof, by anyone other than Tenantthe third party, provided, however, if that Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord and USA’s rights under this Paragraph 17 shall not unreasonably withhold, delay or condition its consent apply to a subletting foreclosure sale by a leasehold mortgagee or assignment under this Section 10.1. Tenant agrees to a subsequent sale by such mortgagee who was the successful bidder at the foreclosure sale (provided, however, that no subsequent sale by a successful bidder may be made pursuant to the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment terms of this Lease, Tenant shall deliver paragraph of this Lease without the prior written notice thereof to approval of Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld). Landlord shall have thirty (30) days from Tenant’s notification of potential assignment or sublease to a third party to lease the Premises pursuant to this Paragraph 17. No assignment by Tenant shall operate to release Tenant of its future obligations under this Lease, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect unless Landlord shall agree in writing to the space proposed contrary. As long as all rent and other obligations due are being timely paid to Landlord, Tenant shall be subletsolely entitled to any consideration paid by the assignee, including, but not limited to, compensation for the Improvements or equipment located thereon, goodwill and rent in excess of the amounts set forth by this Lease.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without Without the prior written consent of Landlord, which may consent of Landlord shall not be withheld in Landlord’s sole discretionunreasonably withheld, conditioned or delayed, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten 10 shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty forty-five (2045) days prior to the commencement date of the term of the proposed sublease or assignment. If Tenant proposes to sublease less than all of the Rentable Area of the Premises, the space proposed to be sublet and the space retained by Tenant must each be a marketable unit as reasonably determined by Landlord and otherwise in compliance with all Laws. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen thirty (1530) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needsProject. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.

Assignment and Subletting. (a) Except as provided in subsection (d) belowTenant shall not, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate encumber or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s any interest therein in whole herein directly or in partindirectly, by operation of Law law or otherwise otherwise, or sublet the Premises or any part thereof, or permit the use or occupancy of the Premises, or Premises by any part thereof, by anyone party other than TenantTenant (each, provideda “Transfer”), however, if Landlord chooses not in each case without Landlord’s prior written consent (except as set forth below with respect to recapture a Permitted Transfer). Notwithstanding the space proposed foregoing to be subleased or assigned as provided in Section 10.2the contrary, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease sublet of the Premises or an assignment of this Lease, provided that (a) Tenant shall deliver to Landlord prior written notice thereof of such proposed transfer together with such related information as Landlord shall reasonably request, (b) no Event of Default under this Lease shall have occurred and be continuing, (c) the financial worth and creditworthiness of the proposed transferee with respect to any assignment or any sublet of more than 50% of the Premises shall not be less than that of Tenant both as of the date of execution of this Lease and the date of such proposed Transfer, based upon audited financial statements or equivalent financial information, and shall for all other sublets be sufficient to meet the obligations of the applicable sublease; (d) Tenant shall remain fully liable under this Lease and the transferee shall be jointly and severally liable with Tenant for all such obligations; and (e) such transferee (in the event of an assignment) shall agree directly with Landlord to be bound by all of the obligations of Tenant hereunder pursuant to an assumption agreement reasonably satisfactory to Landlord, including, without limitation, the obligation to pay all Rent and other charges due under this Lease. If at any time or from time to time during the Term, Tenant desires to effect a Transfer, Tenant shall deliver to Landlord written notice (a “Tenant’s Transfer Notice”), together with ) setting forth the terms of the proposed Transfer and the identity of the proposed assignee or subtenant or assignee and (each, a “Transferee”). Tenant shall also deliver to Landlord with the Transfer Notice an acceptable assumption agreement for Tenant’s obligations under this Lease (in the case where the Transfer is a proposed assignment of this Lease) together with all relevant information reasonably requested by Landlord concerning the proposed principal terms thereof and financial and other information sufficient for Transferee to assist Landlord to make in making an informed judgment with respect to such regarding the Transferee’s proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion use of the Premises or assign (which use must be permitted by Applicable Laws), and the Lease to any other tenant financial responsibility, creditworthiness, reputation, and business experience of the Project Transferee. The direct or indirect transfer of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant in one or more related transactions shall be treated as if Landlord has space then available that would satisfy such Transfer were an assignment of this Lease. The direct or indirect transfer of less than a controlling portion of or interest in the stock or partnership or membership interests or other tenant’s space needs. evidences of equity interests of Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheldtreated as if such Transfer were an assignment of this Lease unless part of a series of transactions intended to transfer a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant. Notwithstanding anything in this Article 12 to the contrary, conditioned the issuance or delayed) any advertising which transfer of equity interests in Tenant or its agents intend to use with respect to any entity holding a direct or indirect interest in Tenant on a nationally recognized public stock exchange shall not be deemed an assignment within the space proposed to be subletmeaning of this Section 12.1.

Assignment and Subletting. (a) Except for a Permitted Transfer (as provided defined below), Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge or hypothecate its leasehold interest or grant any concession or license within the Premises (any such assignment, sublease, mortgage, pledge, hypothecation, or grant of a concession or license being hereinafter referred to in subsection (dthis Section 18 as a “Transfer”) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval consent shall not be unreasonably withheld, conditioned or delayed) and any advertising attempt to effect a Transfer without such consent of Landlord shall be void and of no effect. In order for Tenant to make a Transfer, Tenant must request in writing Landlord’s consent at least thirty (30) days in advance of the date on which Tenant desires to make a Transfer and pay Landlord a $250.00 fee for reviewing such request (the “Review Fee”). Such request shall include the name of the proposed assignee or sublessee, current financial information on the proposed assignee or sublessee and the terms of the proposed Transfer. Landlord shall, within ten (10) Business Days following receipt of such request, notify Tenant in writing that Landlord elects (1) except in the case of a Permitted Transfer (as defined below), to terminate this Lease as to the space so affected as of the date so specified by Tenant, in which event Tenant will be relieved of all further obligations hereunder as to such space, (2) to permit Tenant to assign or sublet such space in accordance with the terms provided to Landlord, or (3) to refuse consent to Tenant’s requested Transfer and to continue this Lease in full force and effect as to the entire Premises. If Landlord elects options (1) or (3) above, Landlord shall return the Review Fee to Tenant. If Landlord elects option (1) above, then Tenant may within ten (10) Business Days following Tenant’s receipt of Landlord’s notice to Tenant of such election, rescind its agents intend request for consent to use the Transfer and this Lease shall continue in full force and effect. If Landlord elects to exercise option (2) above, Tenant agrees to provide, at its expense, direct access from any sublet space or concession area to a public corridor of the Building, and such other improvements, alterations or additions as may be required by applicable law. The prohibition against a Transfer contained herein shall be construed to include a prohibition against any Transfer by merger, sale of assets, sale of a controlling interest in stock or by operation of law. Notwithstanding the foregoing or anything else to the contrary in this Lease, if no Event of Default has occurred and is continuing, Tenant shall have the right, subject to Section 18(b), to make a Transfer of this Lease without the prior written consent of Landlord (a “Permitted Transfer”) (i) to a parent or subsidiary of Tenant or any entity under common control with Tenant or (ii) in connection with (A) the merger, acquisition, consolidation or reorganization of Tenant or (B) the sale of all or substantially all of Tenant’s assets, so long as, with respect to any Transfer referred to in the space proposed preceding clauses (i) and (ii), such transferee has a tangible net worth equal to the tangible net worth of Tenant on the date of this Lease and the transferee intends to use the Premises in a comparable manner to Tenant’s use. Any assignment or sublease must be subletin writing and Tenant shall have provided Landlord with copy of the executed copy of assignment or sublease within ten (10) Business Days after the date of such sublease or assignment.

Assignment and Subletting. (a) Except as provided in subsection (d) belowTenant shall not assign or transfer this Lease or hypothecate, mortgage or sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld. In the event of any assignment, conditioned transfer (including transfers by operation of law or delayedotherwise), hypothecation, mortgage or subletting without such written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord shall have the right to terminate this Lease and/or to re-enter and repossess the Leased Premises but Landlord’s rights to damages shall survive and Tenant shall not be released from any of its obligations under this Lease. Consent by Landlord to one or more assignment of this Lease or to one or more subletting of said Leased Premises shall not be deemed to be a waiver of the requirement for consent of Landlord to any future assignment or subletting. Notwithstanding anything contained herein to the contrary, Tenant shall not assign or sublease this Lease without the prior written approval of any Landlord mortgagee to the extent such written consent is required of such mortgagee and any assignment or sublease without the mortgagee’s consent shall be void. Landlord may assign this Lease and a Memorandum of this Lease (but not the Lease itself) any advertising may be recorded in the appropriate public records. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to a subsidiary, affiliate or parent corporation of Tenant, a corporation into which Tenant merges or its agents intend consolidates, or to use with respect a purchaser of all or substantially all of the assets of Tenant if (1) Tenant gives Landlord prior written notice of the name of any such assignee and, (2) the assignee assumes, in writing, all of Tenant’s obligations under the Lease and, (3) such assignment meets all of the “factors” listed below in this Article. Landlord and Tenant agree that any one of the following factors, or any other reasonable factor, will be reasonable grounds for Landlord in determining whether to the space proposed consent to be Tenant’s request to assign or sublet.:

Assignment and Subletting. (a) Except as provided Tenant shall have the right to assign its interest in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of sublet the Premises without Landlord’s prior written consent, except as follows: (i) in the event the proposed assignee or assignment of this Leasesubtenant intends to use the Premises in a manner that is not permitted under Section 5.1, Tenant shall deliver written notice thereof be required to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for obtain Landlord’s approval (prior written consent, which approval consent shall not be unreasonably withheld, conditioned or delayed, and (ii) any advertising which Tenant in the event the income generated by the proposed assignee or its agents intend to use with respect to subtenant could jeopardize BioMed Realty Trust, Inc., a Maryland corporation (“Landlord’s REIT Entity”), status as a real estate investment trust within the space proposed meaning of Sections 856 through 860 of the Internal Revenue Code of 1986 (“REIT Status”) or cause the Landlord’s REIT Entity to be subletin receipt of income that does not constitute “rent from real property” within the meaning of Section 856(d) of the Code, Tenant shall be required to obtain Landlord’s prior written consent, which consent may be given or denied in Landlord’s sole and absolute discretion; provided, however, in the event Tenant is unable to determine whether the proposed assignment or sublease could jeopardize the Landlord’s REIT Entity’s REIT Status, Tenant shall have the right to deliver a notice to Landlord, complying with each of the requirements of Section 15.2, requesting that Landlord make such determination. Landlord shall notify Tenant within five (5) business days after Landlord receives such notice and such other information as Landlord may reasonably require, whether such assignment or sublease could jeopardize the Landlord’s REIT Entity’s REIT Status. Any purported assignment or subletting contrary to these provisions shall be void. Consent by Landlord to one or more assignments of this Lease or to one or more sublettings of the Premises shall not operate to exhaust Landlord’s rights under this Section.

Assignment and Subletting. (a) Except as provided in subsection (d) belowSubtenant shall not assign this Sublease or sublet any portion of the Subleased Premises, without the unless Subtenant has obtained Sublandlord’s prior written consent of Landlordconsent, which consent may be granted or withheld by Sublandlord in Landlord’s its sole and absolute discretion. Notwithstanding anything to the contrary contained herein, Tenant Sublandlord may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a any assignment of this Sublease by Subtenant or any subletting of the Subleased Premises (or portion thereof) on Subtenant obtaining Landlord’s written approval thereof. Subtenant agrees to reimburse Sublandlord for all reasonable legal fees and other costs incurred by Sublandlord in connection with any permitted assignment under of this Section 10.1Sublease or any permitted subletting of the Subleased Premises (or portion thereof) by Subtenant, upon written demand. Tenant agrees Subtenant shall deliver to Sublandlord copies of all documents executed in connection with any permitted assignment of this Sublease or any permitted subletting of the Subleased Premises (or portion thereof) by Subtenant, which documents must be in form and substance reasonably satisfactory to Sublandlord and must require that the provisions governing sublease and assignee assume performance of all terms of this Sublease to be performed by Subtenant in the case of an assignment set forth or require that the subtenant comply with all the terms of this Sublease applicable to Subtenant in this Article Ten the case of a sublease. No acceptance by Sublandlord of any Rent or other sum from an assignee or subtenant shall be deemed a consent to be reasonable. If Tenant desires to enter into any sublease of the Premises or Subtenant’s assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity Sublease or subletting of the proposed subtenant Subleased Premises (or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior a part thereof). Except to the commencement date of extent expressly permitted hereunder, Subtenant shall not allow any other Person to occupy the term of the proposed sublease Subleased Premises (or assignmentany portion thereof). Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or Sublandlord’s consent to an assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval subletting shall not be unreasonably withhelddeemed a consent to any subsequent assignment or subletting. Sublandlord shall have the right to collect the rent payable by any subtenant of Subtenant and apply the same to Subtenant’s obligations under this Sublease, conditioned or delayed) and no further instruments shall be required for Sublandlord to exercise such right; provided Subtenant agrees to execute any advertising which Tenant or its agents intend instruments reasonably requested by Sublandlord for the purposes of allowing it to use with respect to the space proposed to be subletcollect such rents.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without In the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, event Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit should desire to assign the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of sublet the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Tenant shall give Landlord chooses not to recapture written notice of such desire at least ninety (90) days in advance of the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If date on which Tenant desires to enter into any sublease make such assignment or sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to terminate the Lease as of the date so specified by Tenant, in which event Tenant will be relieved of all further obligations hereunder, or (ii) to permit Tenant to assign or sublet such space, subject to prior written approval of the proposed assignee by Landlord, such consent not to be unreasonably withheld or delayed, so long as the use of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of by the proposed subtenant or assignee would be a permitted use and the proposed principal terms thereof and assignee is of sound financial and other information sufficient for condition as determined by Landlord. If Landlord should fail to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its such election within said thirty (30) day period, Landlord shall have deemed to have waived option (i) above, but written approval or disapproval by Landlord of the proposed assignee shall still be required. Failure by Landlord to approve a proposed assignee shall not cause a termination of the Lease. Any rents or other consideration realized by Tenant under any such sublease and assignment in excess of the Rents hereunder, after amortization of the reasonable costs of extra tenant improvements for which Tenant has paid and reasonable subletting and assignment costs, shall be divided and paid ninety (90%) percent to Landlord and ten (10%) percent to Tenant. Notwithstanding the above, Tenant shall have the right to sublease or assignment assign all or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises during the Term or assign the Lease any Option period to any other tenant related entity, subsidiary, or affiliate of the Project if Tenant, having at least fifty-one (51%) percent direct common ownership, without having to receive Landlord's consent, but still requiring written notice to Landlord has space then available that would satisfy on or before such other tenant’s space needssublease or assignment. No assignment or subletting by Tenant shall submit for Landlord’s approval (relieve Tenant of any obligation under the Lease. Any assignment or subletting which approval conflicts with the provisions hereof shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be subletvoid.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may Lessee shall not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of assign this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease Leased Property without Lessor's prior written consent. Lessor shall not unreasonably withhold its consent to any other tenant subletting or assignment, provided that (a) in the case of a subletting, the sublease and the sublessee shall comply with the provisions of this Article XXIII, (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the Project if Landlord has space then available that would satisfy terms of this Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof, (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the obligations, covenants and conditions to be performed by Lessee hereunder and under all of the other tenant’s space needsdocuments executed in connection herewith. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect Notwithstanding anything contained herein to the space contrary, Lessor and Lessee acknowledge that there currently exists certain leases or subleases on the Leased Property as described on EXHIBIT C attached hereto (collectively the "Existing Subleases"). Any modifications, amendments and restatements of the Existing Subleases must be approved by Lessor in accordance with this Article XXIII. Notwithstanding anything contained herein to the contrary, any proposed assignee of Lessee and any proposed sublessee or subtenant must each have an equal or stronger credit rating than the Lessee on the Commencement Date. Lessor's failure or refusal to approve an assignment to an assignee or a subletting to a sublessee or subtenant without the required credit rating shall be subletreasonable.

Assignment and Subletting. (a) Except as provided in subsection (d) belowTenant may not, without the prior written consent of Landlord, which consent may be withheld by Landlord in Landlord’s sole its sole, unfettered discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of assign this Lease or any interest hereunder, or sublet the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, Premises or any part thereof, or permit the use of the individual, any transfer of a majority or controlling interest in Tenant (Whether by anyone other than stock transfer, merger, operation of law or otherwise) shall be considered an assignment for purposes of this paragraph and shall require Landlord's prior written consent. Consent to one assignment or sublease shall not destroy or waive this provision, and all later assignments and subleases shall likewise be made only upon the prior written consent of Landlord. Subtenants or assignees shall become liable to Landlord for all obligations of Tenant hereunder, without relieving Tenant's liability hereunder and, in the event of any default by Tenant under this Lease, Landlord may, at its option, but without any obligation to do so, elect to treat such sublease or assignment as a direct Lease with Landlord and collect rent directly from the subtenant. In addition, upon any request by Tenant for Landlord's consent to an assignment or sublease, Landlord may elect to terminate this Lease and recapture all of the premises (in the event of an assignment request) or the applicable portion of the Premises (in the event of a subleasing request); provided, however, if Landlord chooses not notifies Tenant that Landlord elects to exercise this recapture right, Tenant may, within five (5) business days of its receipt of Landlord's notice, notify Landlord that Tenant withdraws its request to sublease or assign, in which case Tenant shall continue to lease all of the space proposed Premises, subject to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under the terms of this Section 10.1. Tenant agrees that the provisions governing sublease Lease and assignment set forth in this Article Ten Landlord's recapture notice shall be deemed to be reasonablenull and void. If Tenant desires to enter into any sublease of the Premises assign or assignment of this Leasesublease, Tenant shall deliver must provide written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of describing the proposed subtenant or assignee transaction in detail and providing all documentation (including detailed financial information for the proposed principal terms thereof and financial and other information sufficient for assignee or subtenant) reasonably necessary to let Landlord to make an informed judgment with respect to such evaluate the proposed subtenant or assignee at least transaction. Landlord shall notify Tenant within twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval receipt of the proposed sublease or assignment or its decision such notice whether Landlord elects to exercise its rights under Section 10.2 recapture right and, if not, whether Landlord consents to the requested assignment or sublease. If Landlord fails to respond within fifteen such twenty (1520) days after receipt of Tenant’s Notice (day period, Landlord will be deemed not to have elected to recapture and all required information)not to have consented to the assignment or sublease. In no event may If Landlord does consent to any assignment or sublease request and the assignee or subtenant pays to Tenant sublease any portion an amount in excess of the Premises Rent due under this lease (after deducting Tenant's reasonable, actual expenses in obtaining such assignment or assign the Lease to any other tenant sublease, amortized in equal monthly installments over then remainder of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Term), Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend pay 75% of such excess to use with respect to Landlord as and when the space proposed to be subletmonthly payments are received by Tenant.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may shall not sublease, assign, mortgage, pledge, hypothecate sublet or otherwise transfer transfer, whether voluntarily or permit the transfer of this Lease involuntarily or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit law (collectively, "Transfer"), the use or occupancy of the Premises, Premises or any part thereof, by anyone other than Tenantexcept as provided in Section 16.2 below, without Landlord's prior written approval, which shall not be unreasonably withheld; provided, however, Tenant agrees it shall be reasonable for Landlord to disapprove of a requested Transfer , if Landlord chooses the sublessee or assignee does not have a tangible net worth (as determined in accordance with generally accepted accounting principles consistently applied) equal to recapture or greater than Twenty-Five Million Dollars ($25,000,000) as shown in the space proposed financial information provided to be subleased or assigned Landlord. Except as provided in Section 10.216.2 below, Landlord the merger of Tenant with any other entity or the transfer of any controlling or managing ownership or beneficial interest in Tenant, or the assignment of a substantial portion of the assets of Tenant, whether or not located at the Premises, shall not unreasonably withhold, delay or condition its consent to a subletting or constitute an assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonablehereunder. If Tenant desires to enter into Transfer any sublease or all of the Premises or assignment of this LeasePremises, Tenant shall deliver give Landlord written notice thereof to Landlord (“Tenant’s Notice”), together with copies of all related documents and agreements associated with the identity Transfer , including without limitation, the financial statements of the any proposed subtenant assignee or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least subtenant, twenty (20) days prior to the commencement anticipated effective date of the term Transfer . Tenant shall pay Landlord's reasonable attorneys' fees incurred in the review of the such documentation plus an administrative fee of Five Hundred Dollars ($500.00) for each proposed sublease or assignmenttransfer. Landlord shall have a period of ten (10) business days following receipt of such notice and all related documents and agreements to notify Tenant in writing of its Landlord's approval or disapproval of the proposed Transfer . If Landlord fails to notify Tenant in writing of such election, Landlord shall be deemed to have disapproved such Transfer . This Lease may not be assigned by operation of law. Any purported Transfer contrary to the provisions hereof shall be void and shall constitute an Event of Default hereunder. If Tenant receives rent or other consideration for any such transfer in excess of the Rent, or in case of the sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any a portion of the Premises or assign the Lease Premises, in excess of such Rent that is fairly allocable to any such portion, after appropriate adjustments to assure that all other tenant payments required hereunder are appropriately taken into account, Tenant shall pay Landlord fifty percent (50%) of the Project if difference between each such payment of rent or other consideration and the Rent required hereunder. Landlord may, without waiving any rights or remedies, collect rent from the assignee, subtenant or occupant and apply the net amount collected to the Rent herein reserved and apportion any excess rent so collected in accordance with the terms of the preceding sentence. Such acceptance of Rent shall in no event be deemed to imply that Landlord is approving a subtenant or assignee which Landlord has space then available that would satisfy such other tenant’s space needsnot approved in writing pursuant to the requirements of this Section 16. Tenant shall submit for Landlord’s approval (which approval shall continue to be liable as a principal and not be unreasonably withheld, conditioned as a guarantor or delayed) any advertising which surety to the same extent as though no Transfer had been made. Landlord may consent to subsequent Transfer of this Lease or amendments or modifications to the Lease by assignees of Tenant without notifying Tenant or its agents intend any successor of Tenant and without obtaining their consent. No permitted Transfer shall be effective until there has been delivered to use Landlord a counterpart of the transfer instrument in which the transferee agrees to be and remain jointly and severally liable with respect Tenant for the payment of Rent pertaining to the space proposed to be subletPremises and for the performance of all the terms and provisions of this Lease relating thereto arising on or after the date of the transfer.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without Without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretionTenant shall not sublease the Premises, Tenant may not sublease, or assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering interest of Tenant’s interest therein Tenant in this Lease, in whole or in part, by operation of Law law, court decree or otherwise or permit the use or occupancy of the Premises, or any part thereof, otherwise. Such consent shall not be unreasonably withheld by anyone other than Tenant, Landlord; provided, however, Landlord may withhold consent in its sole discretion if the proposed subtenant, assignee or other transferee, or any affiliate of the proposed subtenant, assignee or other transferee, is (i) an existing tenant in the Building, Two Xxxxx Center or Three Xxxxx Center, or (ii) a person or entity that has communicated with Landlord chooses not about leasing space in the Building, Two Xxxxx Center or Three Xxxxx Center at any time during the six (6) month period prior to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonablerequest for Landlord’s consent. If Tenant desires to assign this Lease or enter into any sublease of the Premises, Tenant shall deliver written notice of such intent to Landlord, together with a copy of the proposed assignment or sublease (which must be executed by the sublessee or assignee, or be submitted to Landlord with a detailed term sheet, which may be non-binding, signed by the sublessee or assignee) at least sixty (60) days prior to the effective date of the proposed assignment or commencement date of the term of the proposed sublease. Any sublease shall be expressly subject to the terms and conditions of this Lease, and Tenant shall pay Landlord on the first day of each month during the term of the sublease, one-half (1/2) of the excess of (i) all rent and other consideration received from the subtenant for such month over that portion of the Rent due under this Lease for said month which is allocable on a square footage basis to the space sublet over (ii) all reasonable expenses incurred by Tenant in connection with such sublease, including without limitation, brokerage commissions, tenant improvement costs and professional fees, amortized on a straight-line basis over the term of the sublease. In the event of any sublease or assignment, Tenant shall not be released or discharged from any liability, whether past, present or future, under this Lease, including any renewal or extension of this Lease, unless Landlord agrees to a release in writing. For purposes of this Section, an assignment shall be considered to include a change in the majority ownership or control of Tenant unless the ownership interests in Tenant are publicly traded. Tenant shall pay to Landlord, as additional Rent, any and all reasonable out-of-pocket costs incurred by Landlord in connection with any sublease of the Premises or assignment of this LeaseLease by Tenant within ten (10) days after billing by Landlord, provided that Landlord agrees that such costs payable by Tenant under this sentence shall not exceed a total of $5,000.00 for any sublease or assignment made in accordance with the requirements of this Section. Notwithstanding the above, Tenant shall deliver written notice thereof to Landlord may, upon not less than thirty (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (2030) days prior written notice to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or Landlord, assign the Lease or sublease the Premises, or any portion thereof, without the approval of the Landlord to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval following (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.each a “Permitted Transferee”):

Assignment and Subletting. (a) Except as provided in subsection (d) 7.1 Provided no Event of Default exists under this Lease after applicable notice and cure periods, and subject to Landlord’s rights and Tenant’s obligations pursuant to Sections 7.3 and 7.5 below, Landlord shall not unreasonably withhold, condition or delay its consent to any proposed subletting (as defined below) of the entire or a portion of the Premises or assignment (as defined below) of the Lease in its entirety; otherwise, Tenant shall not assign, transfer or otherwise encumber (collectively, “assign”) this Lease or all or any of Tenant’s rights hereunder or interest herein, or sublet or permit anyone to use or occupy (collectively, “sublet”) the Premises or any part thereof, without obtaining the prior written consent of Landlord, which consent may be withheld or granted in Landlord’s sole and absolute discretion. Landlord shall notify Tenant whether Landlord consents to any assignment or sublet within fifteen (15) Business Days after Landlord’s receipt of the Tenant’s Sublease Request Notice and all other information required to be delivered by Tenant to Landlord in connection with such proposed Transfer as set forth in this Article VII. In the event that Landlord fails to so notify Tenant within such fifteen (15) Business Day period, and if such failure continues for an additional five (5) Business Days after Landlord’s receipt from Tenant of a second notice specifically referring to this Section and stating that Landlord’s failure to respond will be considered deemed consent to the assignment or sublease, then Landlord shall be deemed to have consented to the assignment or sublet described in Tenant’s Sublease Request Notice. For purposes of the preceding sentence, it shall be reasonable for Landlord to withhold its consent if (by way of illustration and not limitation): (i) the proposed subtenant or assignee is engaged in a business, or the Premises will be used in a manner, that is inconsistent with the first-class image of the Building; or (ii) the financial condition of the proposed subtenant or assignee is insufficient to meet the obligations of Tenant under this Lease as they become due; or (iii) the proposed use of the Premises is not in compliance with Article VI or is not compatible with the other uses within, and the terms of other leases with respect to, the Building; or (iv) the initial Tenant does not remain fully liable as a primary obligor for the payment of all rent and other charges payable by Tenant under this Lease and for the performance of all other obligations of Tenant under this Lease; or (v) the holders of Mortgages encumbering the Building shall fail to consent (Landlord hereby agreeing to use commercially reasonable efforts to obtain such consent if Landlord approves such transaction). No assignment or right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent (or deemed consent as provided above) of Landlord. Any attempted assignment, transfer or other encumbrance of this Lease or all or any of Tenant’s rights hereunder or interest herein, and any sublet or permission to use or occupy the Premises or any part thereof not in accordance with this Article VII, shall be void and of no force or effect. Any assignment or subletting, Landlord’s consent (or deemed consent as provided above) thereto, the listing or posting of any name other than Tenant’s, or Landlord’s collection or acceptance of rent from any assignee or subtenant shall not be construed either as waiving or releasing Tenant from any of its liabilities or obligations under this Lease as a principal and not as a guarantor or surety, or as relieving Tenant or any assignee or subtenant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment or subletting. As security for this Lease, Tenant may hereby assigns to Landlord the rent due from any assignee or subtenant of Tenant. During any period that there exists an uncured Event of Default by Tenant under this Lease, Tenant hereby authorizes each such assignee or subtenant to pay said rent directly to Landlord upon receipt of notice from Landlord specifying same. Landlord’s collection of such rent shall not sublease, assign, be construed as an acceptance of such assignee or subtenant as a tenant. Tenant shall not mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of encumber (collectively “mortgage”) this Lease without Landlord’s prior written consent, which consent may be granted or the encumbering of withheld in Landlord’s sole and absolute discretion. Tenant shall pay to Landlord an administrative fee equal to five hundred dollars ($500) plus all other reasonable, out-of-pocket, third party expenses (including reasonable attorneys’ fees and accounting costs) actually incurred by Landlord in connection with Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if request for Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition give its consent to a subletting any assignment, subletting, or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease mortgage, and assignment set forth in this Article Ten Landlord’s receipt of such sums shall be deemed a condition to Landlord providing such consent. Notwithstanding the foregoing, Tenant shall not be reasonable. If required to reimburse any amount in excess of $2,500 for attorneys’ fees of Landlord in connection with a request for consent to a routine assignment or sublease transaction, and Tenant desires acknowledges that a transaction will not be considered routine if it involves a request to enter into amend any sublease of the Premises or assignment terms of this Lease, a request for approval of non-cosmetic alterations, a request for other special consents or approvals under this Lease, any credit enhancements (such as guarantees or letters of credit) arising in light of transferee’s financial condition, or other arrangements, provisions, approvals or consents particular to the transfer and not arising in all or essentially all other similar transfers. Any sublease, assignment or mortgage shall, at Landlord’s option, be effected on forms reasonably approved by Landlord. Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”)a fully executed copy of each agreement evidencing a sublease, together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 mortgage, within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be subletexecution thereof.

Assignment and Subletting. (a) Except Without Landlord’s prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises (each being a “Transfer”) and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this Section 17, a transfer of the ownership interests controlling Tenant shall be deemed a Transfer of this Lease unless such ownership interests are publicly traded. Landlord agrees not to unreasonably withhold or condition its consent to a proposed assignment of this Lease or subletting of the Premises to a party which (1) is, in the reasonable judgment of Landlord, of a character or reputation or is engaged in a business which would not be harmful to the image and reputation of the Project and can reasonably be expected to perform the obligations of “Tenant” hereunder; (2) will not use the Premises in a manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Project; (3) proposes to use the Premises so as provided to not materially increase the pedestrian or vehicular traffic to the Premises or the Project; and (4) has a net worth calculated according to generally accepted accounting principles at least equal to the greater of the net worth or Tenant immediately prior to such assignment or sublease or the net worth of the Tenant at the time it executed the Lease. Without limiting the foregoing, Landlord may withhold its consent (and it shall not be deemed unreasonable), to any such assignment or subletting of the Premises to any party (A) which is a governmental entity (or subdivision or agency thereof), (B) would use the Premises, in subsection whole or in part, for other than Tenant’s permitted use hereunder, (dC) belowwhich is a prospective tenant that has delivered to, or received from, Landlord a written proposal to lease space in the Project before Tenant or its agent contacts such party, (D) which is an occupant of the Project or another project owned by Landlord at the time of such request, or (E) which intends to use, store, or generate any Hazardous Materials in, on or about the Premises. Landlord’s agreement not to unreasonably withhold its consent shall apply only to the first assignment or sublease under this Lease, and Landlord may withhold its consent in its sole discretion to any further or subsequent assignment or sublease. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a “Tenant Affiliate”), without the prior written consent of Landlord; provided, which may be withheld in Landlord’s sole discretionhowever, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit shall provide written notice within thirty (30) days following the transfer assignment of this Lease to, or entering into any sublease with, any Tenant Affiliate. Notwithstanding the encumbering foregoing, and provided no Event of Default then exists under this Lease, Tenant may, without Landlord’s prior written consent, but with at least thirty (30) days written notice thereafter, assign this Lease to an entity into which Tenant is merged or consolidated or to an entity which substantially all of Tenant’s interest therein assets are transferred (together with Tenant Affiliates, “Permitted Transferees”), provided (i) such merger, consolidation, or transfer of assets is for a good business purpose and not principally for the purpose of transferring Tenant’s leasehold estate, and (ii) the assignment or successor entity has a tangible net worth calculated according to generally accepted accounting principles at least equal to the greater of the net worth of Tenant at the time it executed this Lease, and otherwise has a financial condition comparable or better than that of Tenant. Tenant shall reimburse Landlord for all of Landlord’s reasonable out-of-pocket expenses in whole connection with any Transfer, other than to a Permitted Transferee. Upon Landlord’s receipt of Tenant’s written notice of a desire to assign or in part, by operation of Law or otherwise or permit the use or occupancy of sublet the Premises, or any part thereofthereof (other than to a Permitted Transferee), Landlord may, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver giving written notice thereof to Landlord Tenant within thirty (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (1530) days after receipt of Tenant’s Notice (and all required information)notice, terminate this Lease with respect to the space described in Tenant notice, as of the date specified in Tenant’s notice for the commencement of the proposed assignment or sublease. In no event may Notwithstanding the foregoing, if Landlord provides written notification to Tenant sublease of its election to cancel this Lease as to any portion of the Premises as provided above, Tenant may rescind its proposed assignment or assign the Lease to sublease of all or any other tenant portion of the Project if Premises by notifying Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for in writing within three (3) business days following Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend written cancellation notice CONFIDENTIAL & PROPRIETARY Subject to use with respect to the space proposed to be sublet.Audit Protective Agreement

Assignment and Subletting. (a) Except as provided in subsection (d) below, without Without the prior written consent of Landlord, which may be withheld in Landlord’s 's sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s 's interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.210.02, Landlord shall not unreasonably withhold, delay or condition withhold its consent to a subletting or assignment under this Section 10.110.01. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“"Tenant’s 's Notice”"), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty sixty (2060) days prior to the commencement date of the term of the proposed sublease or assignment. If Tenant proposes to sublease less than all of the Rentable Area of the Premises, the space proposed to be sublet and the space retained by Tenant must each be a marketable unit as reasonably determined by Landlord and otherwise in compliance with all Laws. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 10.02 within fifteen thirty (1530) days after receipt of Tenant’s 's Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needsProject. Tenant shall submit for Landlord’s 's approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord Subtenant shall not unreasonably withhold, delay assign or condition encumber its consent to a subletting or assignment interest under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises Sublease Agreement or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant sublet all or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises without first obtaining Sublessor’s consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Subtenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Subtenant of its obligation to pay rent or assign the Lease perform other obligations required by this Sublease Agreement, and no consent to one assignment or subletting shall be a consent to any other tenant further assignment or subletting. If Subtenant proposes a subletting or assignment for which Sublessor’s consent is required, Sublessor shall have the option of terminating this Sublease Agreement and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the foregoing, Sublessor may at its sole discretion withhold consent to the subletting or assignment of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Premises to an existing occupant of the Building, to any prospective tenant with which Landlord, Sublessor or Landlord’s approval or Sublessor’s agents have negotiated within the previous six (which approval 6) months, or where any sublease will require any changes to any building systems. Subtenant shall not advertise at a rate which is less than the Building’s listed rate. If Sublessor does not terminate this Sublease Agreement, Sublessor shall not unreasonably withhold its consent to any assignment or subletting provided the effective rental paid by the subtenant or assignee is not less than the current scheduled rental rate of the Building for comparable space and the proposed tenant is compatible with Landlord’s normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the net value of any other consideration received by Subtenant as a result of such transaction shall be unreasonably withheldpaid to Sublessor promptly following its receipt by Subtenant. Subtenant shall pay any costs incurred by Sublessor in connection with a request for assignment or subletting, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be subletincluding reasonable attorney fees.

Assignment and Subletting. A. Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (acollectively or individually, a “Transfer”) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may consent shall not be withheld in unreasonably withheld, delayed or conditioned if Landlord does not elect to exercise its termination rights under Section 12.B below. Without limitation, it is agreed that Landlord’s sole discretionconsent shall not be considered unreasonably withheld, delayed or conditioned, if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building and Project tenants having similar leasehold obligations; (2) the proposed transferee’s business is not suitable for the Building or the Project considering the business of the other tenants and the prestige of the Building and the Project, or would result in a violation of another tenant’s rights; (3) the proposed transferee is a governmental agency or if (i) the proposed transferee is an occupant of the Project, (ii) Tenant may not sublease, assign, mortgage, pledge, hypothecate is proposing to lease one full floor of either Building or otherwise transfer or permit more for a term exceeding more than half of the transfer then remaining Term of this Lease or Lease, and (iii) Landlord has comparable space available for lease in the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, Project (provided, however, if that Landlord chooses will not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition withhold its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of solely because the proposed subtenant or assignee and is an occupant of the Project if Landlord does not have space available for lease in the Project that is comparable to the space Tenant desires to sublet or assign. Landlord shall be deemed to have comparable space if it has, or will have, space available on any floor of the Project that is approximately the same size as the space Tenant desires to sublet or assign within 6 months of the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify ); (4) Tenant is in writing default after the expiration of its approval the notice and cure periods in this Lease; or disapproval (5) any portion of the Premises, the Building or the Project would likely become subject to additional or different Laws as a consequence of the proposed sublease or assignment or Transfer. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its decision consent to exercise its rights under Section 10.2 within fifteen (15) days after receipt of a proposed Transfer and Tenant’s Notice (sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any similar or successor Laws, now or hereinafter in effect, and all required information)other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable Laws, on behalf of the proposed transferee. Any attempted Transfer in violation of this Article shall, at Landlord’s option, be void. Consent by Landlord to one or more Transfer(s) shall not operate as a waiver of Landlord’s rights to approve any subsequent Transfers. In no event may shall any Transfer or Permitted Transfer release or relieve Tenant sublease from any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be subletobligation under this Lease.

Assignment and Subletting. (a) Except as provided in subsection (d) belowTenant shall not, without the Landlord’s prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval consent shall not be unreasonably withheld, conditioned or delayed) assign all or any advertising which Tenant portion of the Premises or its agents intend the license to use the Parking Areas provided hereunder; provided that, subject to the terms and conditions hereof, Tenant may at any time without Landlord’s consent, assign this Lease (or sublet all or any portion of the Premises) to, or permit the use or occupancy of all or any portion of the Premises or the Parking Areas by, any Affiliate of Tenant so long as Tenant gives Landlord notice of such Affiliate assignment or sublease at least ten (10) business prior to such sublease or assignment, accompanied by an executed counterpart of any assignment or sublease agreement concerned (from which any financial terms may be redacted). No assignment or subletting shall relieve Tenant of its covenants and obligations under this Lease, and Tenant shall continue to be liable for the payment, satisfaction, and performance of all obligations of Tenant hereunder to the same extent as though no assignment or subletting had been made. Subject to the foregoing, this Lease shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and permitted assigns. If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease or sublet the Premises, then at least 10 business days before the date Tenant desires the assignment or sublease to be effective (the “Assignment Date”), Tenant shall give Landlord a notice (the “Assignment Notice”) containing such information about the proposed assignee or sublessee, including the proposed use of the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in or released or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy of any proposed assignment or sublease in its final form, and such other information as Landlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord may, by giving written notice to Tenant within 10 business days after receipt of the Assignment Notice: (i) grant such consent, (ii) refuse such consent, in its reasonable discretion, or (iii) terminate this Lease with respect to the space proposed described in the Assignment Notice as of the Assignment Date (an “Assignment Termination”). If Landlord delivers notice of its election to exercise an Assignment Termination, Tenant shall have the right to withdraw such Assignment Notice by written notice to Landlord of such election within 15 business days after Landlord’s notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of the Assignment Date with respect to the space described in such Assignment Notice. No failure of Landlord to exercise any such option to terminate this Lease, or to deliver a timely notice in response to the Assignment Notice, shall be deemed to be sublet.Landlord’s consent to the proposed assignment, sublease or other transfer. Tenant shall not be required to pay to Landlord a fee in connection with its consideration of any Assignment Notice and/or its preparation or review of any consent documents. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require:

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may shall not sublease, assign, mortgagetransfer, pledgeor hypothecate the leasehold estate under this Lease, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s any interest therein in whole or in parttherein, by operation of Law or otherwise or permit the use or occupancy of and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. As a condition for granting this consent to any assignment, transfer, or subletting, Landlord shall require Tenant to pay to Landlord, as additional Rent, all rents and/or additional consideration due Tenant from its assignees, transferees, or subtenants in excess of the Rent payable by anyone other than TenantTenant to Landlord hereunder for the assigned, transferred and/or subleased space; provided, however, if Landlord chooses that before sharing such excess rent, Tenant shall first be entitled to recover from such excess rent the amount of any reasonable leasing commissions related to said transaction paid by Tenant to third parties not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1affiliated with Tenant. Tenant agrees that shall, by thirty (30) days written notice, advise Landlord of its intent to assign or transfer Tenant's interest in the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of Lease or sublet the Premises or assignment of this Lease, Tenant shall deliver written notice any portion thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date any part of the term of the proposed sublease or assignmenthereof. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen Within thirty (1530) days after receipt of Tenant’s Notice said written notice, if Tenant intends to assign or sublet more than fifty percent (and all required information). In no event may Tenant sublease any 50%) of the Premises, Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant's notice on the date specified in Tenant's notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or assign the Lease other transferee for presentment to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval 's approval, all in accordance with the terms, covenants, and conditions of this paragraph 19. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall not be unreasonably withheldterminated on the date specified in Tenant's notice. If, conditioned or delayed) any advertising which Tenant or its agents intend however, this Lease shall terminate pursuant to use the foregoing with respect to less than all the space proposed Premises, the rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant's obligations hereunder or be deemed to be subleta consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord shall require Tenant to pay all expenses in connection with the assignment, and Landlord shall require Tenant's assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord under the Lease. Notwithstanding the above, in no event will Landlord consent to a sub-sublease. See Paragraph 50.

Assignment and Subletting. 11.01 Except in connection with a Business Transfer (adefined in Section 11.04), Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, . Landlord shall not unreasonably withhold, condition or delay or condition its consent to any assignment of this Lease if Landlord does not exercise its recapture rights under Section 11.02. Without limitation, it is agreed that Landlord’s consent to any assignment or sublet shall not be considered unreasonably withheld if the proposed transferee is a subletting governmental entity or assignment under this Section 10.1an occupant of the Building or an occupant of any other buildings within the same project or if the proposed transferee, whether or not an occupant of the Building or an occupant of any other buildings within the same project, is, or has been within the last six (6) months, in discussions with Landlord or any affiliate of Landlord regarding the leasing of space within the Building or within any other buildings within the Park, but only to the extent Landlord has similar space currently available for lease. Tenant agrees that Without limiting the provisions governing sublease and assignment set forth in this Article Ten foregoing, a Transfer shall be deemed to be reasonable. If Tenant desires to enter into include any sublease change in control in at least fifty percent (50%) of the Premises or assignment voting rights/shares of Tenant (other than through a change in the ownership of voting securities listed on a recognized public securities exchange). Any Transfer in violation of this LeaseSection shall, at Landlord’s option, be deemed a Default by Tenant as described in Section 18, and shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information)be voidable by Landlord. In no event shall any Transfer, including a Business Transfer, release or relieve Tenant from any obligation under this Lease, and Tenant shall remain primarily liable for the performance of the tenant’s obligations under this Lease, as amended from time to time. Without otherwise limiting the criteria upon which Landlord may Tenant sublease any portion withhold its consent, Landlord shall be entitled to consider all reasonable criteria including, but not limited to, the following: (1) whether or not the proposed transferee is engaged in a business which, and the use of the Premises or assign for the Lease Permitted Use, (2) whether the use to be made of the Premises by the proposed transferee will conflict with any so-called “exclusive” use then in favor of any other tenant of the Project if Building or the Park (Landlord has space hereby confirming that, as of the Effective Date, there are no such exclusives that affect the Permitted Use), and whether such use would be prohibited by any other portion of this Lease, including, but not limited to, any rules and regulations then available that would satisfy in effect, or under applicable Laws, and whether such other tenant’s space needs. Tenant shall submit for Landlord’s approval use imposes a greater load upon the Premises and the Building and the Park services than imposed by Tenant, (which approval shall not be unreasonably withheld3), conditioned or delayedand (3) any advertising which Tenant or its agents intend to use with respect to the space creditworthiness and financial stability of the proposed to be sublettransferee in light of the responsibilities involved.

Assignment and Subletting. Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. As a condition for granting this consent to any assignment, transfer, or subletting, Landlord shall require Tenant to pay to Landlord, as Additional Rent, all rents and/or additional consideration due Tenant from its assignees, transferees, or subtenants in excess of the Rent payable by Tenant to Landlord hereunder for the assigned, transferred and/or subleased space. Tenant shall, by thirty (a30) Except days written notice, advise Landlord of its intent to assign or transfer Tenant's interest in the Lease or sublet the Premises or any portion thereof for any part of the term hereof. Within fifteen (15) days after receipt of said written notice, Landlord may, in its sole discretion, elect to terminate this Lease as provided to the portion of the Premises described in subsection Tenant's notice on the date specified in Tenant's notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said fifteen (d15) belowday period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord's approval, all in accordance with the terms, covenants, and conditions of this paragraph 15. If Tenant intends to sublet twenty-five percent (25%) or more of the Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld. A consent of Landlord to one assignment, conditioned transfer, hypothecation, subletting, occupation or delayed) use by any advertising which other person shall not release Tenant from any of Tenant's obligations hereunder or its agents intend to use with respect to the space proposed be deemed to be subleta consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord, which consent shall not be unreasonably withheld. As a condition to its consent, Landlord shall require Tenant to pay all expenses in connection with the assignment, and Landlord shall require Tenant's assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord under the Lease. Notwithstanding the above, in no event will Landlord consent to a sub-sublease.

Assignment and Subletting. (a) Except as provided Tenant shall not voluntarily assign, encumber or otherwise transfer its interest in subsection (d) belowthis lease or in the Premises, or sublease all of any part of the Premises, or allow any other person, concessionaire or entity to occupy or use all or any part of the Premises, without first obtaining Landlord’s written consent (which consent shall not be unreasonably withheld) and otherwise complying with the requirements of this paragraph 19. Any assignment, encumbrance or sublease without Landlord’s consent, shall constitute a default. If Tenant desires to sublet or assign all or any portion of the Premises, Tenant shall give Landlord written notice thereof, specifying the projected commencement date of the proposed sublet or assignment (which date shall be not less than thirty (30) days or more than ninety (90) days after the date of such notice), the portions of the Premises proposed to be sublet or assigned, and the identity of the proposed assignee or subtenant. Tenant shall further provide Landlord with such other information concerning the proposed assignee or subtenant as requested by Landlord. Any proposed assignee or sublessee must agree to assume and agree to perform all the covenants and conditions of Tenant under this lease. In the case of any proposed assignment, or in the case of a proposed sublet of fifty percent (50%) or more of the Premises at a time when Tenant has not occupied the Premises, or if the proposed sublet is for fifty percent (50%) or more of the Premises for a sublet term ending within the last twelve (12) months of the term of this lease, Landlord shall have the right, exercisable by written notice to be delivered to Tenant within thirty (30) days of receipt of Tenant’s notice, to terminate this lease effective as of the date specified in Tenant’s notice as the proposed commencement date of the assignment or sublease. If Landlord does not elect to terminate this lease and if Landlord consents in writing to the proposed assignment or sublet (regardless of whether Landlord had a termination right), Tenant shall be free to assign or sublet all or a portion of the Premises subject to the following conditions: (i) any sublease shall be on the same terms set forth in the notice given to Landlord; (ii) no sublease shall be valid and no subtenant shall take possession of the sublet premises until an executed counterpart of such sublease has been delivered to Landlord; (iii) no subtenant shall have a further right to sublet; (iv) any sums or other economic consideration received by Tenant as a result of such assignment or sublet (except rental or other payments received which are attributable to the amortization over the term of this lease of the cost of leasehold improvements constructed for such assignees or subtenant, and brokerage fees) whether denominated rentals or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this lease (prorated to reflect obligations allocable to that portion of the Premises subject to such sublease), shall be shared equally between Landlord and Tenant (50%/50%); and (v) no sublet or assignment shall release Tenant of Tenant’s obligation or alter the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. Tenant shall pay to Landlord promptly upon demand as additional rent, Landlord’s actual attorneys’ fees and other costs incurred for reviewing, processing or documenting any requested assignment or sublease, whether or not Landlord’s consent is granted. If Tenant is a partnership, a withdrawal or change, voluntary or involuntary or by operation of law, of any general partner or the dissolution of the partnership shall be deemed an assignment of this lease subject to all conditions of this paragraph 19. If Tenant is a corporation any dissolution, merger, consolidation or other reorganization of Tenant or the sale or other transfer of a controlling percentage of the capital stock of Tenant or the sale of more than fifty percent (50%) of the value of Tenant’s assets shall be an assignment of this lease subject to all the conditions of this paragraph 19. The term “controlling percentage” means the ownership of, and the right to vote, stock possessing more than 50% of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote. This paragraph shall not apply if Tenant is a corporation the stock of which is traded through an exchange. The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or sublet shall not be deemed consent to any subsequent assignment or sublet. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or sublets of this lease or amendments or modifications to this lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant of liability under this lease. No interest of Tenant in this lease shall be assignable by operation of law (including, without limitation, the transfer of this lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (i) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors or institutes a proceeding under the Bankruptcy Act in which Tenant is the bankrupt; or, if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; (ii) if a writ of attachment or execution is levied on this lease; or (iii) if, in any proceeding or action in which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this lease, in which case this lease shall not be treated as an asset of Tenant. Tenant immediately and irrevocably assigns to Landlord, as security for Tenant’s obligations under this lease, all rent from any subletting of all or a part of the Premises as permitted by this lease, and Landlord, as assignee and as attorney-in-fact for Tenant, or a receiver of Tenant appointed on Landlord’s application, may collect such rent and apply it toward Tenant’s obligations under this lease; except that, until the occurrence of an act or default by Tenant, Tenant shall have the right to collect such rent, subject to promptly forwarding to Landlord any portion thereof to which Landlord is entitled pursuant to this paragraph 19. Notwithstanding the above requirement that Tenant obtain the consent of Landlord prior to any assignment or sublet, Tenant may, without obtaining the prior consent of Landlord, assign or sublease the whole or any part of the Premises to any corporation or other entity which is wholly owned by Tenant or of which Tenant is a wholly owned subsidiary, or which is wholly owned by either of the foregoing or which merges with Tenant provided that (i) Tenant shall give written notice thereof to Landlord in the manner required for other assignments or subleases by this paragraph 19; (ii) Tenant shall continue to be fully obligated under this lease; (iii) any such assignee or sublessee shall expressly assume and agree to perform all of the terms and conditions of this lease to be performed by Tenant; and (iv) any such assignment of sublet shall be subject to all other terms and conditions of this paragraph 19 pertaining to assignments and/or sublets (excepting only the requirement concerning prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, 9.1. Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, providedwithout the prior written consent of Landlord, howeverwhich will not be unreasonably withheld, if Landlord chooses not to recapture the space proposed to be subleased delayed or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonableconditioned. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall will deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information reasonably sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) 30 days prior to the commencement date of the term of the proposed sublease or assignment. If Tenant proposes to sublease less than all of the Premises, the space proposed to be sublet and the space retained by Tenant must have appropriate ingress and egress, as reasonably determined by Landlord shall and otherwise in compliance with all Laws. Landlord will notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 9.5 of this Lease within fifteen (15) 15 days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the this Lease to any other tenant of the Project if Building and/or to any person or entity that Landlord has submitted a formal proposal to lease space then available in the Building during the 6 month period immediately prior to Tenant’s Notice. Notwithstanding the foregoing, Landlord’s consent is not required (and the provisions of Sections 9.5 and 9.6 of this Lease will not apply) with respect to any assignment of this Lease to any successor to Tenant by merger, consolidation or purchase of all or substantially all of Tenant’s assets or to any assignment described in Section 9.4 of this Lease (but only provided that would satisfy at the time of such other tenantassignment [and after taking into effect consummation of the transaction constituting the assignment] Tenant’s space needssublessor or purchaser has a net worth (on a consolidated basis) at least equal to the greater of Tenant’s net worth at the date of this Lease or Tenant’s net worth just prior to such merger, consolidation or purchase, and is engaged in the regular conduct of business operations), or to any of Tenant’s wholly owned subsidiaries or to an Affiliate (as defined in Section 9.1(A) of this Lease) of Tenant, or to any entity of which Tenant is a wholly owned subsidiary in all cases subject to the net worth test set forth in this sentence. Tenant shall will submit for Landlord’s approval (which approval shall will not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be subletsublet or assigned.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may Lessee shall not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of assign this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease Leased Property without Lessor's prior written consent. Lessor shall not unreasonably withhold its consent to any other tenant subletting or assignment, provided that (a) in the case of a subletting, the sublease and the sublessee shall comply with the provisions of this Article XXIV, (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the Project if Landlord has space then available that would satisfy terms of this Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof, (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the obligations, covenants and conditions to be performed by Lessee hereunder and under all of the other tenant’s space needsdocuments executed in connection herewith. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect Notwithstanding anything contained herein to the space contrary, Lessor and Lessee acknowledge that there currently exists certain leases or subleases on the Leased Property as described on EXHIBIT C attached hereto (collectively the "Existing Leases"). Any modifications, amendments and restatements of the Existing Leases must be approved by Lessor in accordance with this Article XXIV. Notwithstanding anything contained herein to the contrary, any proposed assignee of Lessee and any proposed sublessee or subtenant must each have an equal or stronger credit rating than the Lessee on the Commencement Date. Lessor's failure or refusal to approve an assignment to an assignee or a subletting to a sublessee or subtenant without the required credit rating shall be subletreasonable. Within ten (10) business days following the Commencement Date, Lessor shall obtain from the sublessees under the Existing Leases estoppel certificates in form and substance acceptable to Lessor.

Assignment and Subletting. (a) Except as provided Subtenant shall not assign this Sublease or otherwise sublet all or any part of the Subleased Premises or transfer Subtenant’s interest in subsection (d) below, this Sublease without the prior written consent consents of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer Sublandlord and Primary Sublandlord. No subleases of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy less than all of the Premisesrentable area of the Subleased Premises shall be permitted, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition Sublandlord agrees that its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or an assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity Sublease or a sublease of all of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date rentable area of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Subleased Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayeddelayed (and the consent of Sublandlord shall be deemed given if no written objection thereto is provided to Subtenant within thirty (30) any advertising days of a consent requested by Subtenant in writing which Tenant is accompanied by reasonably sufficient information on which Sublandlord may base a decision), if Primary Sublandlord shall fail to consent to a sublease proposed by Subtenant and consented to by Sublandlord, and provided that such proposed sublease is on all of the terms of this Sublease and for a term coterminous with the Sublease Term, Sublandlord shall propose to Primary Sublandlord a sublease of the Subleased Premises directly to the sublessee proposed by Subtenant and on such terms, and if Primary Sublandlord consents to such sublease the parties shall terminate this Sublease, conditioned upon the proposed subtenant executing a sublease with Sublandlord on such terms. Subtenant shall not encumber or mortgage its interest under this Sublease or its agents intend interest in the Subleased Premises. Notwithstanding any permitted assignment or sublet of all or a portion of the Subleased Premises by Subtenant, Subtenant and any guarantor of Subtenant’s obligations shall remain liable for all of the obligations of Subtenant under this Sublease. Any fee payable to use Primary Sublandlord under the terms of the Primary Sublease in connection with respect a request for Primary Sublandlord’s consent to an assignment or sublease proposed by Subtenant shall be paid by Subtenant when due under the Primary Sublease, as Additional Rent hereunder. Any provision in this Section 8 notwithstanding, any entity majority owned by, owning a majority of, or under common (to the space proposed to be subletextent of a majority) ownership with, Subtenant may, at Subtenant’s request, share the Subleased Premises with Subtenant.

Assignment and Subletting. (a) Except as provided in subsection (d) belowTenant agrees that it shall not assign, sublet, mortgage, hypothecate, or encumber this Lease, nor permit or allow the Premises or any part thereof to be used or occupied by others, without the prior written consent of LandlordLandlord in each instance, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord consent shall not unreasonably withhold, delay or condition its consent be witheld. The actions described in the foregoing sentence are referred to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, collectively herein as “Transfers.” Tenant shall deliver give Landlord written notice thereof of its intent to Landlord effectuate any Transfer not less than thirty (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (2030) days prior to the commencement date of any such proposed Transfer. If the term Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the subtenant or occupant and apply the net amount collected to the Rent herein reserved; but no Transfer, occupancy, or collection shall be deemed a waiver of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval provisions hereof, the acceptance of the proposed sublease subtenant or assignment occupant as tenant or its decision a release of Tenant from the further performance hereunder by Tenant. The consent by Landlord to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenanta Transfer shall not relieve Tenant from obtaining the Landlord’s Notice (and all required information)express written consent to any further Transfer. In no event may Tenant shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance. Tenant shall pay as Additional Rent Landlord’s reasonable costs incurred in the review of any request to sublease or assign the Premises or assign any portion thereof, including the Lease to any other tenant costs of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to attorneys’ fees incurred in reviewing and documenting the space proposed to be sublettransaction.

Assignment and Subletting. Without Landlord's prior written consent, which shall not be unreasonably withheld conditioned or delayed, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. It shall be reasonable for the Landlord to withhold, delay or condition its consent, where required, to any assignment or sublease in any of the following instances: (ai) Except the assignee or sublessee does not have a net worth calculated according to generally accepted accounting principles at least equal to the greater of the net worth of Tenant immediately prior to such assignment or sublease or the net worth of the Tenant at the time it executed the Lease; (ii) occupancy of the Premises by the assignee or sublessee would, in Landlord's opinion, violate any agreement binding upon Landlord or the Project with regard to the identity of tenants, usage in the Project, or similar matters; (iii) the identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to damage the goodwill or reputation of the Project; (iv) the assignment or sublease is to another tenant in the Project and is at rates which are below those charged by Landlord for comparable space in the Project; or (v) in the case of a sublease, the subtenant has not acknowledged that the Lease controls over any inconsistent provision in the sublease. The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. Tenant shall provide to Landlord all information concerning the assignee or sublessee as provided in subsection Landlord may reasonably request. Landlord may revoke its consent immediately and without notice if, as of the effective date of the assignment or sublease, there has occurred and is continuing any default under the Lease. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (d) belowa "Tenant Affiliate"), without the prior written consent of Landlord, which may . Tenant shall reimburse Landlord for all of Landlord's reasonable expenses in connection with any assignment or sublease not to exceed $3,000.00. This Lease shall be withheld in binding upon Tenant and its successors and permitted assigns. Upon Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering 's receipt of Tenant’s interest therein in whole 's written notice of a desire to assign or in part, by operation of Law or otherwise or permit the use or occupancy of sublet the Premises, or any part thereofthereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant; provided in the event of a sublease which is less than 100% of the Premises such excess rental and other consideration shall be applied on a square foot basis. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, providedthen upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If a waiver of these provisions or a release of Tenant desires to enter into any sublease of from the Premises or assignment of this Lease, further performance by Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval covenants, duties, or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be subletobligations hereunder.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the Without Landlord’s prior written consent of Landlordconsent, which may shall not be unreasonably withheld conditioned or delayed, except in Landlord’s sole discretionconnection with a Permitted Transfer (defined below), Tenant may shall not sublease, assign, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or otherwise grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. It shall be reasonable for the Landlord to withhold, delay or condition its consent, where required, to any assignment or sublease in any of the following instances: (i) the assignee does not have a net worth calculated according to generally accepted accounting principles at least equal to the greater of the net worth of Tenant immediately prior to such assignment or the net worth of the Tenant at the time it executed the Lease; (ii) occupancy of the Premises by the assignee or sublessee would, in Landlord’s opinion, violate any agreement binding upon Landlord or the Project with regard to the identity of tenants, usage in the Project, or similar matters; (iii) the identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to damage the goodwill or reputation of the Project; (iv) the assignment or sublease is to another tenant in the Project and is at rates which are below those charged by Landlord for comparable space in the Project; or (v) in the case of a sublease, the subtenant has not acknowledged that the Lease controls over any inconsistent provision in the sublease. The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. Tenant shall provide to Landlord all information concerning the assignee or sublessee as Landlord may reasonably request. Landlord may revoke its consent immediately and without notice if, as of the effective date of the assignment or sublease, there has occurred and is continuing any default under the Lease. For purposes of this paragraph, except in connection with a Permitted Transfer, a transfer or permit of the transfer ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the foregoing to the contrary, provided no uncured default has occurred under this Lease, and subject to the provisions herein, Tenant may, without Landlord’s prior written consent, assign this Lease to any entity into which Tenant is merged or the encumbering consolidated, or to any entity to which substantially all of Tenant’s interest therein assets are transferred, provided the following conditions are met: (x) such merger, consolidation, or transfer of assets is not principally for the purpose of transferring Tenant’s leasehold estate, (y) such merger, consolidation, or transfer of assets does not adversely affect the legal existence of the Tenant hereunder, and (z) such merger, consolidation, or transfer of assets of Tenant does not reduce the tangible net worth of Tenant after giving effect to such transfer (“Permitted Transfer”). Tenant hereby agrees to give Landlord written notice thirty (30) days prior to such merger, consolidation, or transfer of assets along with any documentation reasonably requested by Landlord related to the required conditions as provided above, unless such prior notice is prohibited by law or confidentiality agreement, in whole which case Tenant shall give Landlord notice as soon as reasonably possible. Notwithstanding anything to the contrary contained in this Lease, Tenant may assign or in part, by operation of Law or otherwise or permit the use or occupancy of sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a “Tenant Affiliate”), without the prior written consent of Landlord (an “Affiliate Transfer”). Tenant shall reimburse Landlord for all of Landlord’s reasonable expenses in connection with any request for consent to an assignment or sublease not to exceed $3,000.00. This Lease shall be binding upon Tenant and its successors and permitted assigns. Upon Landlord’s receipt of Tenant’s written notice of a desire to assign or sublet the Premises, or any part thereof (other than in connection with a Permitted Transfer), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant’s notice, terminate this Lease with respect to the space described in Tenant’s notice, as of the date specified in Tenant’s notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant’s obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant’s other obligations under this Lease (regardless of whether Landlord’s approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) other than in connection with a Permitted Transfer, exceeds the rental payable under this Lease after deduction of all reasonable costs incurred by Tenant in connection therewith (including brokerage commission, attorney’s fees, improvements costs, Landlord review fees and abated rent or other concessions), then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder 50% of such excess rental and other excess consideration within 10 days following receipt thereof by Tenant; provided in the event of a sublease which is less than 100% of the Premises such excess rental and other consideration shall be applied on a square foot basis. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant’s leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, providedthen upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If a waiver of these provisions or a release of Tenant desires to enter into any sublease of from the Premises or assignment of this Lease, further performance by Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval covenants, duties, or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be subletobligations hereunder.

Assignment and Subletting. Without Landlord's prior written consent, which Landlord shall not unreasonably withhold, condition, or delay, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. In the event that Landlord fails to provide its consent of such assignment or sublet within 15 days following Tenant's request thereof, then Landlord's consent shall be deemed denied for purposes hereunder. For purposes of this paragraph, a transfer of 50% or more of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a) Except as provided in subsection (d) belowa "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease, not to exceed $2,000 per event of assignment or subletting. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet substantially all of the Premises for substantially all of the remaining Lease Term (excluding any transfer permitted to be done without Landlord's consent in this Paragraph 17, and further excluding any transfer of ownership interests as set forth above which is deemed to be an assignment hereunder), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. If Landlord so terminates the Lease, Landlord may enter into a lease directly with the proposed sublessee or assignee. Tenant may withdraw its notice to sublease or assign by notifying Landlord within 10 days after Landlord has given Tenant notice of such termination, in which case the Lease shall not terminate but shall continue. Notwithstanding anything contained herein to the contrary, provided no Event of Default has occurred and is continuing under this Lease beyond any applicable cure period, upon 10 days prior written notice to Landlord, Tenant may, without Landlord's prior written consent, assign this Lease to an entity into which or with which Tenant is merged or consolidated or to an entity to which substantially all of Tenant's assets are transferred, provided (x) such merger, consolidation, or transfer of assets is for a good business purpose and not principally for the purpose of transferring Tenant's leasehold estate, and (y) the assignee or successor entity has a net worth at least equal to the net worth of Tenant immediately prior to such merger, consolidation, or transfer (collectively, a "Permitted Transfer"). It shall be withheld reasonable for the Landlord to withhold its consent to any assignment or sublease in any of the following instances: (i) an Event of Default has occurred and is continuing beyond any applicable cure period that would not be cured upon the proposed sublease or assignment; (ii) the assignee or sublessee does not have a net worth calculated according to generally accepted accounting principles at least equal to the greater of the net worth of Tenant immediately prior to such assignment or sublease or the net worth of the Tenant at the time it executed the Lease; (iii) the intended use of the Premises by the assignee or sublessee is not a permitted use hereunder; (iv) the intended use of the Premises by the assignee or sublessee would materially increase the pedestrian or vehicular traffic to the Premises or the Project; (v) occupancy of the Premises by the assignee or sublessee would, in Landlord’s sole discretion's opinion, violate an agreement binding upon Landlord or the Project with regard to the identity of tenants, usage in the Project, or similar matters; (vi) the identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to damage the goodwill or reputation of the Project; (vii) the assignment or sublet is to another tenant in the Project and is at rates which are below those charged by Landlord for comparable space in the Project; (viii) in the case of a sublease, the subtenant has not acknowledged that the sublease is subject to all of the terms and conditions of the Lease; or (ix) the proposed assignee or sublessee is a governmental agency. Tenant and Landlord acknowledge that each of the foregoing criteria are reasonable as of the date of execution of this Lease. The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. Tenant shall provide to Landlord all information concerning the assignee or sublessee as Landlord may request. Notwithstanding any assignment or subletting, Tenant may not subleaseand any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus received in lieu of rent therefor or incident thereto) exceeds the rental payable under this Lease, assign, mortgage, pledge, hypothecate except as the same relates to an Tenant Affiliate or otherwise transfer a Permitted Transfer or permit the any transfer of ownership of interests as set forth above which is deemed to be an assignment hereunder, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder 50% of all such excess rental actually received by Tenant within 10 days following receipt thereof by Tenant, after deducting reasonable tenant improvements and marketing costs, reasonable brokerage fees, and reasonable attorney's fees. If this Lease be assigned or if the encumbering of Tenant’s interest therein Premises be subleased (whether in whole or in part, by operation of Law ) or otherwise or permit in the use or occupancy event of the Premisesmortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part thereof, by anyone other than Tenant, providedthen upon a default by Tenant hereunder beyond any applicable cure period, Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If a waiver of these provisions or a release of Tenant desires to enter into any sublease of from the Premises or assignment of this Lease, further performance by Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval covenants, duties, or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be subletobligations hereunder.

Assignment and Subletting. (a) Except as provided Tenant shall not directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, sublet, mortgage, hypothecate or otherwise encumber all or any portion of its interest in subsection (d) below, this Lease or in the Premises or grant any license in or suffer any person other than Tenant or its employees to use or occupy the Premises or any part thereof without obtaining the prior written consent of Landlord, which may consent shall not be withheld in Landlord’s sole discretionunreasonably withheld. Any such attempted assignment, Tenant may not subleasesubletting, assignlicense, mortgage, pledgehypothecation, hypothecate other encumbrance or otherwise transfer other use or permit occupancy without the transfer consent of this Lease Landlord shall be null and void and of no effect. Any mortgage, hypothecation or the encumbering encumbrance of all or any portion of Tenant’s interest therein in whole this Lease or in part, by operation the Premises and any grant of Law a license or otherwise sufferance of any person other than Tenant or permit the its employees to use or occupancy of occupy the Premises, Premises or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten thereof shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment an “assignment” of this Lease. In addition, Tenant shall deliver written notice thereof to Landlord (as used in this Paragraph 11, the term “Tenant” shall also mean any entity that has guaranteed Tenant’s Notice”)obligations under this Lease, together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord restrictions applicable to make an informed judgment with respect Tenant contained herein shall also be applicable to such proposed subtenant or assignee at least twenty guarantor. Provided no event of default has occurred and is continuing under this Lease, upon thirty (2030) days prior written notice to Landlord, Tenant may, without Landlord’s prior written consent, assign this Lease to an entity into which Tenant is merged or consolidated or assign this Lease or sublease the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision Premises to exercise its rights under Section 10.2 within fifteen (15) days after receipt an entity to which substantially all of Tenant’s Notice assets are transferred or to an entity controlled by or is commonly controlled with Tenant, provided (i) such merger, consolidation, or transfer of assets is for a good faith business purpose and not principally for the purpose of transferring Tenant’s leasehold estate, and (ii) the assignee or successor entity has a tangible net worth, calculated in accordance with generally accepted accounting principles (and all required information)evidenced by financial statements in form reasonably satisfactory to Landlord) at least equal to the tangible net worth of Tenant immediately prior to such merger, consolidation, or transfer. In no event may Tenant sublease any portion The term “controlled by” or “commonly controlled with” shall mean the possession, direct or indirect, of the Premises power to direct or assign cause the Lease to any other tenant direction of the Project if Landlord has space then available that would satisfy management and policies of such other tenant’s space needs. Tenant controlled person or entity; 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, at least fifty-one percent (51%) of the voting interest in, any person or entity shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend presumed to use with respect to the space proposed to be subletconstitute such control.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without Without the prior written consent of Landlord, which may consent shall not be withheld in Landlord’s sole discretionunreasonably withheld, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition withhold its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. If Tenant proposes to sublease less than all of the Rentable Area of the Premises, the space proposed to be sublet and the space retained by Tenant must each be a marketable unit as reasonably determined by Landlord and otherwise in compliance with all Laws. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all reasonably required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenantwithout Landlord’s space needsprior written consent, which consent shall not be unreasonably withheld. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.

Assignment and Subletting. (a) Except as provided in subsection (d) below, 11.01 Tenant shall not assign this Lease or sublet the Premises or any part thereof or allow the Premises or any part thereof to be used by another without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld. Landlord’s refusal of consent shall be deemed reasonable (without in any way restricting Landlord’s right to refuse its consent on other reasonable grounds) where the assignee, conditioned subtenant or delayeduser proposed by Tenant is not satisfactory to Landlord as regards reputation, business experience or type and quality of business to be carried on in or from the Premises, where Landlord has reasonable grounds to believe that the assignee, subtenant or user proposed by Tenant is not sufficiently financially responsible to fulfil all of its obligations, including, without limiting the generality of the foregoing, Tenant’s obligations to Landlord under and in virtue of this Lease, where the assignee, subtenant or user proposed by Tenant is then a tenant of the Building and Landlord has or will have during the next ensuing six (6) any advertising which Tenant months suitable space for rent in the Building, where the intended use of the Premises by the proposed assignee, subtenant or its agents user conflicts with exclusive rights granted other tenants or occupants of the Building, where the proposed assignee, subtenant or user does not intend to bona fide physically occupy and carry on business from the Premises or when the proposed assignment, sublease or use with respect is made prior to Tenant physically and bona fide occupying and carrying on business from the space proposed Premises. The consent of Landlord to any such assignment, sublease or use shall not constitute a waiver of this clause and shall not be deemed to permit any further assignment, sublease or use by another. As an alternative to such consent (and without being obliged or affecting its other rights), Landlord shall have the right to cancel this Lease for the Premises (or, as the case may be, for that portion thereof that Tenant seeks to sublet or allow to be subletused by another) as, of, and from the date Tenant wishes to assign this Lease or sublet the Premises or permit their use by another.

Assignment and Subletting. A. Tenant shall not assign, sublease, transfer or encumber this Lease or any interest therein or grant any license, concession or other right of occupancy of the Premises or any portion thereof or otherwise permit the use of the Premises or any portion thereof by any party other than Tenant (aany of which events is hereinafter called a "Transfer") Except as provided in subsection (d) below, without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to any proposed assignment or subletting. Landlord's consent shall not be considered unreasonably withheld if: (1) the proposed transferee's financial responsibility does not meet the same criteria Landlord uses to select Building tenants; (2) the proposed transferee's business is not suitable for the Building considering the business of the other tenants and the Building's prestige or would result in a violation of an exclusive right granted to another tenant in the Building; (3) the proposed use is different than the Permitted Use; (4) the proposed transferee is a government agency or occupant of the Building or Property; (5) Tenant is in default (after notice and the expiration of any applicable cure period under this Lease); or (6) any portion of the Building or Premises would become subject to additional or different governmental laws or regulations as a consequence of the proposed Transfer and/or the proposed transferee's use and occupancy of the Premises. Tenant acknowledges that the foregoing is not intended to be an exclusive list of the reasons for which Landlord may reasonably withhold its consent to a proposed Transfer. Any attempted Transfer in violation of the terms of this Article shall, at Landlord's option, be withheld in void. Consent by Landlord to one or more Transfers shall not operate as a waiver of Landlord’s sole discretion's rights as to any subsequent Transfers. In addition, Tenant may shall not, without Landlord's consent, publicly advertise the proposed rental rate for any Transfer. Notwithstanding anything to the contrary contained herein or in Section XIII.D., Tenant mayassign its entire interest under this Lease or sublet the Premises to a wholly owned corporation, partnership or other legal entity or controlled subsidiary or parent of Tenant or to any successor to Tenant by purchase, merger, consolidation or reorganization (hereinafter, collectively, referred to as "Permitted Transfer") without the consent of Landlord, provided: (i) Tenant is not subleasein default under this Lease; (ii) if such proposed transferee is a successor to Tenant by purchase, assignmerger, mortgageconsolidation or reorganization, pledge, hypothecate the continuing or otherwise transfer surviving entity shall own all or permit substantially all of the transfer assets of Tenant and shall have a net worth which is at least equal to the greater of Tenant's net worth at the date of this Lease or Tenant's net worth at the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of Transfer; (iii) such proposed transferee operates the proposed sublease business in the Premises for the Permitted Use and no other purpose; and (iv) in no event shall any Transfer release or assignment. Landlord shall notify relieve Tenant in writing from any of its approval or disapproval obligations under this Lease. Additionally, Tenant may, without the consent of the proposed sublease or assignment or its decision Landlord and as a Permitted Transfer, sublet up to exercise its rights under Section 10.2 five (5) individual offices within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises to subtenant(s) or assign occupant(s) within the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising Premises in which Tenant or its agents intend to use with respect to the space proposed to be sublet.has a substantial ownership interest (but not 20

Assignment and Subletting. (a) 7.01 Except as provided in subsection (d) belowthis Lease, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease nor underlet, nor suffer, nor permit the Demised Premises or any part thereof to be used or occupied by others, without the prior written consent of LandlordLandlord in each instance not to be unreasonably withheld, which may be withheld in Landlord’s sole discretion, conditioned or delayed. Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer shall reimburse Landlord as additional rent for any reasonable out of pocket expenses of Landlord associated with such review. If this Lease be assigned, or if the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, Demised Premises or any part thereof, thereof be underlet or occupied by anyone anybody other than Tenant, providedLandlord may, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord but shall not unreasonably withholdbe obligated to, delay after default by Tenant, collect rents from the assignee, undertenant or condition its consent occupant, and apply the net amount collected to a subletting the rents herein reserved, but no assignment, underletting, occupancy or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten collection shall be deemed to be reasonable. If Tenant desires to enter into any sublease a waiver of the Premises provisions hereof, the acceptance of the assignee, undertenant or assignment of occupant as tenant under this Lease, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Provided however, in the event of an assignment of the Lease to an entity having a net worth of $100 million or more as reasonably demonstrated to Landlord via a financial statement prepared pursuant to GAAP principles and certified by an accountant, and cash on hand equal to at least double the amount of Fixed Rent remaining for the Term and Renewal Term (if applicable) Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee be deemed released from all liabilities and the proposed principal terms thereof and financial and other information sufficient for obligations under this Lease. The consent by Landlord to make an informed judgment with respect assignment or underletting shall not be construed to such proposed subtenant relieve Tenant, or its assignee at least twenty (20) days prior to or subtenant, from obtaining the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant express consent in writing of its approval or disapproval of the proposed sublease or Landlord to any further assignment or its decision underletting if and to exercise its rights the extent required under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information)this Lease. In no event may Tenant shall any permitted subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the Premises sublet space or assign the Lease any part thereof to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for be used or occupied by others, without Landlord’s approval prior written consent in each instance (which approval shall consent may not be unreasonably withheld, conditioned or delayed) ). In the event of any advertising which sublet, Tenant or its agents intend to use with respect to the space proposed to be subletshall remain fully liable under this Lease.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Lessee covenants and agrees that it will not assign this Lease or sublet (a) Except as provided in subsection (d) belowwhich term, without limitation, shall include the prior granting of concessions, management arrangements and the like) the whole or any part of the Premises without, in each instance, having first received the express written consent of LandlordLessor, which Lessor may be withheld withhold in Landlordits sole discretion except as expressly provided in this Paragraph 12.1. Lessor’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer consent to any proposed assignment of this Lease or the encumbering subletting of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy all but not less than all of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed, provided that (i) any advertising such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which Tenant the proposed assignment or its agents intend subletting is to use be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the space benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be subletbound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”.

Assignment and Subletting. (a) Except as provided in subsection (d) belowA. Tenant shall not have the right, voluntarily or involuntarily, to assign, convey, transfer, mortgage or sublet the whole or any part of the Premises under this Lease without the prior written consent of Landlord. If Tenant is a partnership, which may corporation or limited liability company, the transfer, assignment, sale or other change in ownership interest in excess of 33% (in the aggregate) shall be withheld in Landlord’s sole discretion, deemed an assignment within the meaning of this Paragraph. In the event Tenant may not sublease, applies to Landlord for consent to assign, mortgageconvey, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of sublet the Premises, or any part thereofLandlord may condition such consent on, by anyone among other than Tenantthings, provided, howeverthe right to receive one-half of the profit, if Landlord chooses not to recapture the space proposed to be subleased any, which Tenant may realize on account of such assignment, conveyance, transfer or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment any other condition. For purposes of this Leaseparagraph, "profit" shall mean any sum which the assignee, sublessee or transferee is required to pay, or which is credited to Tenant shall deliver written notice thereof as rent in excess of the rents required to be paid by Tenant to Landlord (“under this Lease. Landlord also reserves the right to recapture the Premises or applicable portion thereof in lieu of responding to Tenant’s Notice”), together with the identity 's transfer request by notice of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord Xxxxxxxx's exercise of its recapture right given to make an informed judgment with respect to such proposed subtenant or assignee at least Tenant within twenty (20) days prior after receipt of Xxxxxx's written request for assignment or subletting. Such recapture shall terminate this Lease as to the commencement applicable space effective on the prospective date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen subletting, which shall be the last day of a calendar month and not earlier than sixty (1560) days after receipt of Tenant’s Notice (and all required information)Xxxxxx's request hereunder. Nothing contained in this Lease shall prohibit Landlord from entering into a new lease with Xxxxxx's proposed assignee or sublessee. In no the event may Tenant sublease any portion of that Landlord shall not elect to recapture the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. applicable portion thereof, Tenant shall submit pay Landlord a reasonable fee, not to exceed $500.00, to reimburse Landlord for processing costs incurred in connection with considering whether to consent to Xxxxxx's sublease or assignment request, and shall also reimburse Landlord for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet's reasonable attorneys' fees.

Assignment and Subletting. (a) Except as otherwise expressly provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretionherein, Tenant may shall not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of assign this Lease or the encumbering of Tenant’s interest therein in whole sublet all or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for without Landlord’s approval ('s prior written consent, which approval consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. Within twenty (20) days after delivery by Tenant of any advertising which request for Landlord's consent to a sublease or assignment, Landlord shall deliver notice to Tenant indicating whether it consents or does not consent to such proposed sublease or assignment. If Landlord withholds its agents intend consent, such notice shall contain a detailed explanation of the factors considered and conclusions arrived at by Landlord in withholding its consent. If Landlord fails to use with respect deliver such notice to Tenant within such twenty (20) day period, Landlord shall be deemed to have consented to the space proposed assignment or sublease. The sole factors that Landlord may consider in determining whether to consent or not to consent to a sublease or assignment are (a) whether the proposed subtenant or assignee has sufficient net worth and working capital to perform the obligations under the proposed this Lease or the proposed sublease, as the case may be and (b) whether the use and occupancy of the Premises by the proposed subtenant or assignee would result in additional material financial risks to Landlord. Landlord acknowledges that Tenant may, from time to time, desire to grant Tenant's lender(s) a security interest in the equipment and furnishings that Tenant may install or maintain in the Premises and that Tenant shall have the right to grant such security interests without the consent of Landlord, provided that no such security interest shall encumber any fixture that Tenant is not entitled under the terms of this Lease to remove at the expiration of the Term. Any attempted assignment of this Lease without the prior written approval of Landlord shall be void. No assignment approved or permitted to be subletmade without Landlord's consent under the next following paragraph of this Section 4.13, and no indulgence granted by Landlord to any assignee or sublessee, shall in any way impair the continuing primary liability (which after an assignment shall be joint and several with the assignee) of Tenant hereunder, and no approval in a particular instance shall be deemed to be a waiver of the obligation to obtain Landlord's approval in any other case.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without Without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise otherwise, or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, ; provided, however, if so long as Landlord chooses either is not entitled to recapture Recapture the space proposed to be subleased or assigned chooses not to Recapture the space proposed to be subleased as provided in . Section 10.210.02, Landlord shall not unreasonably withhold, delay or condition withhold its consent to a subletting or assignment under this Section 10.110.01. In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Property unless Landlord does not or will not have space available at a similar time to when the space subject to the proposed assignment or sublease is to be available to the assignee or subtenant, for a similar size and term as the proposed assignment or sublease transaction. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof thereof, and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty thirty (2030) days prior to the commencement date of the term of the proposed sublease or assignment. If Tenant proposes to sublease less than all of the Rentable Area of the Premises and Landlord has the right to Recapture the space proposed to be subleased, the space proposed to be sublet and the space retained by Tenant must each be a marketable unit as reasonably determined by Landlord and otherwise in compliance with all Laws. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 10.02 within fifteen ten (1510) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may shall not sublease, assign, mortgagetransfer, pledgeor hypothecate the leasehold estate under this Lease, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s any interest therein in whole or in parttherein, by operation of Law or otherwise or permit the use or occupancy of and shall not sublet the Premises, or any part thereof, by anyone or any right or privilege appurtenant thereto, or suffer any other than Tenantperson or entity to occupy or use the Premises, providedor any portion thereof, howeverwithout, if in each case, the prior written consent of Landlord chooses which consent will not be unreasonably withheld. As a condition for granting this consent to recapture the space proposed to be subleased any assignment, transfer, or assigned as provided in Section 10.2subletting, Landlord shall not unreasonably withholdrequire that (i) the sublease be a triple net sublease and that the basic rent due under any such sublease be no less than the then current market rate with annual increases at the then prevailing market rate, delay and (ii) Tenant to pay Landlord, as Additional Rent, all rents and/or additional consideration due Tenant from its assignees, transferees, or condition its consent subtenants in excess of the Rent payable by Tenant to a subletting or assignment under this Section 10.1Landlord hereunder for the assigned, transferred and/or subleased space ("Excess Rent"). Tenant agrees that shall, by thirty (30) days written notice, advise Landlord of its intent to assign or transfer Tenant's interest in the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of Lease or sublet the Premises or assignment of this Lease, Tenant shall deliver written notice any portion thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date any part of the term of the proposed sublease or assignmenthereof. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen Within thirty (1530) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any said written notice, Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant's notice on the date specified in Tenant's notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or assign the Lease other transferee from presentment to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval 's approval, all in accordance with the terms, covenants, and conditions of this paragraph 16. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall not be unreasonably withheldterminated on the date specified in Tenant's notice. If, conditioned or delayed) any advertising which Tenant or its agents intend however, this Lease shall terminate pursuant to use the foregoing with respect to less than all the space proposed Premises, the rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written Initials: [ILLEGIBLE] _____________________ Initials: _____________________ consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord XXX. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant's obligations hereunder or be deemed to be subleta consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, by assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord shall require Tenant to pay all expenses in connection with the assignment, and Landlord shall require Tenant's assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord under the Lease. Notwithstanding the above, in no event will Landlord consent to a sub-sublease.

Assignment and Subletting. (a) Except as provided This Lease shall not be assigned or the Leased Property sublet in subsection (d) below, whole or in part by Tenant without the prior written consent and approval of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned and if such consent and approval should be given, Tenant shall nevertheless remain liable for rents and performance of all other provisions of this Lease as though any such assignment or delayedsubletting has not been made. Landlord shall have the right to sell the Building at any time during the Lease Term, subject only to the rights of Tenant hereunder. In the event of the sale or exchange of the Building and the assignment of this Lease, Landlord shall be relieved of all liability for the covenants and obligations in or derived from this Lease, or arising out of any act, occurrence or omission relating to the Leased Property or this Lease. The covenants, representations, and obligations of Landlord shall be binding on Landlord only during the period that Landlord has an ownership interest in the Building. Further, Landlord shall have the right to subordinate this Lease to any mortgage presently existing or hereafter placed upon the Building by so declaring in such mortgage. Within ten (10) days following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost, any instrument which Landlord deems reasonably necessary or desirable to confirm the subordination of this Lease and an estoppel certificate in such form as Landlord may reasonably request certifying (i) that this Lease is in full force and effect and unmodified or stating the nature of any modification, (ii) the date to which rent has been paid, (iii) that there are not, to Tenant's knowledge, any uncured defaults or specifying such defaults if any are claimed, and (iv) any advertising which Tenant other matters or its agents intend to use with respect state of facts reasonably required respecting the Lease. Such estoppel may be relied upon by Landlord and by any purchaser or mortgagee of the Building. Notwithstanding the foregoing, if the mortgagee shall take title to the space proposed Leased Property through foreclosure or deed in lieu of foreclosure, Tenant shall be allowed to continue in possession of the Leased Property as provided for in this Lease so long as Tenant shall not be subletin default.

Assignment and Subletting. (a) Except as provided in subsection (d) belowTenant shall not, either voluntarily or by operation of law, assign all or any portion of this Lease, nor sublet the Premises or any part thereof, nor permit the Premises or any part thereof to be occupied by any person other than Tenant or Tenant’s employees, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed. If Tenant desires to assign this Lease or sublet the Premises or any part thereof, Tenant shall so notify Landlord at least thirty (30) any advertising days prior to the date on which Tenant desires to make such assignment or sublease, which notice shall contain all material terms of the proposed assignment or sublease and reasonable financial information regarding the proposed assignee or subtenant. Landlord shall not unreasonably withhold or delay its agents intend consent to use an assignment or subletting provided that (a) the assignee or sublessee under any such assignment or subletting shall be such person or entity as in the Landlord’s reasonable judgment is of a character and engaged in a business such as is in keeping with respect the standards of the Park and its occupancy, (b) the assignee or sublessee has sufficient financial resources to comply with the obligations of this Lease, (c) the assignee or sublessee shall not be a (i) government or a governmental authority or a subdivision or an agency of any government or any governmental authority, (ii) a tenant of the Landlord elsewhere in the Park, (iii) an entity or person with whom the Landlord has negotiated (for purposes hereof, “negotiated” shall mean exchanging of written proposals, leases being prepared or drafts distributed and modified) for a proposed lease of space in the Park at any time during the four (4) month period prior to the receipt of said notice by the Landlord or (iv) competitor of Landlord and (d) the space proposed so to be subletsublet shall be regular in shape. If Landlord fails to notify Tenant in writing of consent to Tenant’s assignment of this Lease or subletting the Premises within the above-referenced thirty (30) day period, Landlord shall be deemed to have approved consent to such assignment or sublease. If Landlord consents to a sublease, Tenant shall provide, at its expense, direct access from the sublet space to a public corridor. No assignment or subletting by Tenant shall relieve Tenant of any obligations under this Lease and any assignment or sublet agreement executed by Tenant shall confirm that Landlord may evict the assignee or sublessee in the event of any breach of this Lease by Tenant. Landlord’s consent to any assignment, sublease or other transaction shall not be deemed a consent to any other or subsequent transaction.

Assignment and Subletting. 11.01 Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (acollectively or individually, a “Transfer”) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed. Without limitation, Landlord’s consent shall not be considered unreasonably withheld if the proposed transferee is (i) a governmental entity, or (ii) an occupant of the Building, whether or not Landlord is in discussions with such occupant regarding the leasing of space within the Building, and Landlord has (or reasonably believes, based on the scheduled expiration dates of existing leases and/or Landlord’s rights to relocate existing tenants, that Landlord will have) space available in the Building that, in Landlord’s reasonable judgment, will meet such proposed transferee’s leasing needs; or (iii) if the proposed transferee is not an occupant of the Building, but is in discussions with Landlord regarding the leasing of space within the Building and Landlord has (or reasonably believes, based on the scheduled expiration dates of existing leases and/or Landlord’s rights to relocate existing tenants, that Landlord will have) space available in the Building that, in Landlord’s reasonable judgment, will meet such proposed transferee’s leasing needs. If the entity(ies) which directly or indirectly controls the voting shares/rights of Tenant (other than through the ownership of voting securities listed on a recognized securities exchange) changes at any advertising which time, such change of ownership or control shall constitute a Transfer. Tenant hereby waives the provisions of Section 1995.310(b) of the California Civil Code, or any similar or successor Laws, now or hereafter in effect, and all other remedies that would give rise to a right to terminate this Lease, including, without limitation, any right at law or equity to terminate this Lease, on its agents intend to use with respect own behalf and, to the space extent permitted under all applicable Laws, on behalf of the proposed transferee. Any Transfer in violation of this Section shall, at Landlord’s option, be deemed a Default by Tenant and shall be voidable by Landlord. In no event shall any Transfer, including a Permitted Transfer, release or relieve Tenant from any obligation under this Lease, and Tenant shall remain primarily liable for the performance of the Tenant’s obligations under this Lease, as amended from time to be sublettime.

Assignment and Subletting. (a) Except as provided in subsection (d) below, Not without the prior written consent of LandlordLandlord to assign this Lease, which may be withheld in Landlord’s sole discretion, Tenant may not to make any sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or to permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, Premises or any part thereof, thereof by anyone other than Tenant, voluntarily or by operation of law, except as hereinafter provided; as Additional Rent, howeverto reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting; no assignment or subletting (including any assignment or sublease not requiring Landlord's consent) shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee); and no consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance. Landlord's consent to any proposed assignment or subletting is required both as to the terms and conditions thereof and as to the consistency of the proposed assignee's or subtenant's business with other uses and tenants in the Building and Complex. Tenant shall not assign this Lease or sublease any portion of the Premises to any other tenant in the Complex (unless such assignee or subtenant is an Affiliate of Tenant) if Landlord chooses has or expects to have (within two years of the date of the proposed assignment or sublease) vacant space in the Complex for the Permitted Uses or if the proposed assignee or subtenant (other than an Affiliate of Tenant) has been shown space in the Complex within six months prior to the date of the proposed assignment or sublease. In addition, as to any assignee or subtenant of all or substantially all of the Premises, Landlord's consent shall be required as to the creditworthiness of the proposed assignee or subtenant in view of market conditions then prevailing for leases having terms and conditions comparable to this Lease and the obligations of such assignee or subtenant pursuant to this Lease. If Tenant requests Landlord's consent to (i) assign this Lease or sublet any portion of the Premises to any entity which is not an Affiliate of Tenant (as herein defined) for the remainder of the Term or substantially all of the remainder of the Term or (ii) sublease more than twenty-five percent (25%) of the r.s.f. of the Premises for a sublease term of more than five years, Landlord shall have the option, exercisable by written notice to recapture Tenant given within thirty (30) days after receipt of such request, to terminate this Lease (in the space event of a proposed assignment of the Lease ) or to terminate this Lease only as to the portion of the Premises proposed to be subleased or assigned (in the event of a sublease), in each case as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term commencement of the proposed sublease or assignment. If Landlord shall notify Tenant in writing of its approval or disapproval of does not exercise such right to terminate this Lease as to, and recapture, the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises affected by such assignment or assign sublease, Tenant shall have the right to consummate the assignment or sublease at such rent as Tenant may determine, provided however, that Tenant shall pay to Landlord fifty percent (50%) of Sublease Profits (as herein defined) on account thereof. Provided that Tenant is not then in default under this Lease beyond any applicable notice, grace or cure period, Tenant shall have the right, without Landlord's consent, to any other tenant sublease up to twenty-five percent (25%) of the Project if Landlord has space then available r.s.f of the Premises, in the aggregate, to subtenants, provided that would satisfy no such other tenant’s space needs. sublease shall be for a term greater than the lesser of (x) five (5) years (including any extensions provided for in such sublease) and (y) the remaining term of this Lease (including any Extension Term previously exercised), and provided further that in such case Tenant shall submit for Landlord’s approval pay to Landlord fifty percent (which approval shall not be unreasonably withheld, conditioned or delayed50%) any advertising which Tenant or its agents intend to use of the Sublease Profits (as herein defined) with respect to the space proposed to be subletall such subleases. All other subleases by Tenant shall require Landlord's consent.

Assignment and Subletting. (a) Except as provided in subsection (d) belowLessee shall not assign this Lease, without or any interest therein, and shall not sublet the prior written consent of Landlordsaid Premises or any part thereof, which may be withheld in Landlord’s sole discretionor any right or privilege appurtenant thereto, Tenant may not subleaseor cause any other person or entity , assign, mortgage, pledge, hypothecate to occupy or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part portion thereof, without the advance written consent of Lessor which shall not be unreasonably withheld. Notwithstanding the above, Lessee may, without the consent of Lessor, assign this Lease or sublet all or any part of the Premises to a bona fide subsidiary or affiliate of Lessee, an entity in which or with which Lessee merges or an entity which acquires all or substantially all of the assets of Lessee (“Excepted Party”). Any such assignment or subletting requiring Lessor’s consent made without Lessor’s consent shall be void, and shall, at the option of the Lessor, terminate this Lease. This Lease shall not, or shall any interest therein, be assignable, as to the interest of Lessee, by anyone operation of law, without the written consent of Lessor. Notwithstanding Lessor’s obligation to provide reasonable approval, Lessor reserves the right to withhold its consent for any proposed sublessee or assignee of Lessee if the proposed sublessee or assignee is a user or generator of Hazardous Materials to an extent greater than Lessee’s use of Hazardous Materials at the Premises as of the Commencement Date. If Lessee desires to assign its rights under this Lease or to sublet all or any part of the Premises to a party other than Tenantan Excepted Party, providedLessee shall first notify Lessor of the proposed terms and conditions of such assignment or subletting. With respect to any such proposed assignment of this Lease or sublease if the assignee or sublessee, howeverrespectively, if Landlord chooses fully occupies either the single story 60,482 square foot building or the 2-story 35,208 square foot building or the entire Premises, Lessor, at its sole option, shall have the right (i) to enter into a direct Lessor-lessee relationship with such party under such proposed terms and conditions, in which event Lessee shall be relieved of its obligations hereunder to the extent of the Lessor-lessee relationship entered into between Lessor and such third party, or (ii) to terminate the Lease and relieve Lessee of all Lease obligations occurring after the termination of the Lease. Notwithstanding the foregoing, Lessee may assign this Lease to an Excepted Party, provided there is no substantial reduction in the net worth of the Excepted Party below that of Lessee immediately before such assignment and the Security Deposit will remain in place. Whether or not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its Lessor’s consent to a subletting sublease or assignment is required, in the event of any sublease or assignment, Lessee shall be and shall remain primarily liable for the performance of all conditions, covenants, and obligations of Lessee hereunder and, in the event of a default by an assignee or sublessee, Lessor may proceed directly against the original Lessee hereunder and/or any other predecessor of such assignee or sublessee without the necessity of exhausting remedies against said assignee or sublessee. Notwithstanding anything in this Lease to the contrary, Lessor acknowledges that Lessee currently intends to market the Premises and this Lease to prospective assignees of Lessee’s interest under this Section 10.1Lease. Tenant Lessor therefore agrees that Lessor will consent to such a proposed assignment of this Lease by Lessee, provided that (a) Lessee is not then in default under this Lease (beyond applicable notice and cure periods), (b) the provisions governing sublease proposed assignee has a net worth in excess of Fifty Million Dollars ($50,000,000) and the assignee’s financial statements prepared in accordance with U.S. GAAP, has net income and positive cash flow, excluding extraordinary items, during the four (4) calendar quarters immediately precedingLessee’s request for Lessor’s consent to such assignment, and (c) Lessee pays all brokerage commissions and any other out of pocket costs in connection with completing such assignment. Upon any such assignment set forth of this Lease, Lessor and Lessee shall execute a Settlement Agreement and Release in this Article Ten the form attached hereto as Exhibit B, and the assignee shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be subletExcepted Party hereunder.

Assignment and Subletting. (a) Except as provided in subsection Sub-Subtenant shall not directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, sell, assign, sublease, encumber, pledge or otherwise transfer or hypothecate all or any part of the Sub-Sublease Premises or Sub-Subtenant’s interests in, to or under this Sub-Sublease (dcollectively, a “transfer”) below, without the prior written consent of LandlordSub-Sublandlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which withheld and the prior written consent of Tenant or its agents intend to use with respect and Landlord pursuant to the terms of the Master Lease and Sublease. Any such transfer by Sub-Subtenant without Sub-Sublandlord’s, Tenant’s and Landlord’s prior written consent shall be void and shall constitute a material Event of Default by Sub-Subtenant. Sub-Subtenant shall advise Sub-Sublandlord by written notice of (i) Sub-Subtenant’s intent to assign this Sub-Sublease or Sub-Sublease all or a portion of the Sub-Sublease Premises, or make any other transfer, (ii) the name of the proposed assignee, sublessee or transferee and evidence reasonably satisfactory to Sub-Sublandlord that such proposed assignee, sublessee or transferee is comparable in reputation, stature and financial condition to tenants then leasing comparable space in Comparable Buildings (as defined in General Conditions “B” of the Master Lease) , and (iii) all of the material terms of the proposed to be sublet.assignment, sublease or transfer. Sub-Sublandlord shall, within thirty (30) days of receipt of such notice, and any additional information requested by Sub-Sublandlord concerning the proposed assignee’s, subtenant’s or transferee’s financial responsibility, elect one of the following:

Assignment and Subletting. (a) Except as provided in subsection Tenant shall not voluntarily or by operation of law, (d1) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of encumber this Lease or any interest herein, (2) assign or transfer this Lease or any interest herein, sublet the encumbering Premises or any part thereof, or any right or privilege appurtenant thereto, or (3) allow any other person (the employees, agents and invitees of Tenant’s interest therein in whole Tenant excepted) to occupy or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part portion thereof, by anyone other without first obtaining the written consent of Landlord. A Change in Control of Tenant (except in connection with an initial public offering or any equity financing, which for purposes of this Lease shall mean a contribution of capital to Tenant in exchange for an equity ownership interest in Tenant of less than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord fifty percent (50%)) shall not unreasonably withhold, delay or condition its constitute an assignment requiring Landlord’s consent to a subletting or assignment under this Section 10.1the transfer. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment For purposes of this Lease, a transfer, on a cumulative basis, of more than fifty percent (50%) of the voting stock of Tenant shall deliver written notice thereof constitute a Change in Control. When Tenant requests Landlord’s consent to such assignment or subletting, Tenant shall notify Landlord (“Tenant’s Notice”), together with in writing of the identity name and address of the proposed assignee or subtenant or assignee and the proposed principal terms thereof nature and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date character of the term business of the proposed sublease assignee or assignmentsubtenant and shall provide current financial statements for the proposed assignee or subtenant prepared in accordance with generally accepted accounting principles. Tenant shall also provide Landlord with a copy of the proposed sublet or assignment agreement, including all material terms and conditions thereof. Landlord shall notify Tenant in writing have the option, to be exercised within thirty (30) days of its approval or disapproval receipt of the foregoing, to (1) consent to the proposed sublease or assignment or sublease, (2) refuse its decision consent to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises proposed assignment or assign the Lease to any other tenant of the Project if Landlord has space then available sublease, providing that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval consent shall not be unreasonably withheld, conditioned or delayed(3) any advertising which Tenant in the event of an assignment of this Lease or its agents intend to use with respect to sublease of the space entire Premises for substantially the balance of the Term, terminate this Lease as of the effective date of the proposed to be subletassignment or sublease.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without Subject to the prior written consent approval of Landlord, which may shall not be withheld in Landlord’s sole discretionunreasonably withheld, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of shall be entitled to assign this Lease or sublease the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy entirety of the PremisesPremises to any person or entity provided, or however, that prior to any part thereof, by anyone assignment and/or sublease to a third party other than Tenantan entity owned or controlled by the same owning or controlling interest as Tenant or a current USA student who qualifies for USA housing and is leasing a portion of the Premises for said housing, Tenant must first offer Landlord the opportunity to lease the Premises under the same terms as those offered to or by the third party, provided, however, if that Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord and USA’s rights under this Paragraph 17 shall not unreasonably withhold, delay or condition its consent apply to a subletting foreclosure sale by a leasehold mortgagee or assignment under this Section 10.1. Tenant agrees to a subsequent sale by such mortgagee who was the successful bidder at the foreclosure sale (provided, however, that no subsequent sale by a successful bidder may be made pursuant to the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment terms of this Lease, Tenant shall deliver paragraph of this Lease without the prior written notice thereof to approval of Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld). Landlord shall have thirty (30) days from Tenant’s notification of potential assignment or sublease to a third party to lease the Premises pursuant to this Paragraph 17. No assignment by Tenant shall operate to release Tenant of its future obligations under this Lease, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect unless Landlord shall agree in writing to the space proposed contrary. As long as all rent and other obligations due are being timely paid to Landlord, Tenant shall be subletsolely entitled to any consideration paid by the assignee, including, but not limited to, compensation for the Improvements or equipment located thereon, goodwill and rent in excess of the amounts set forth by this Lease.

Assignment and Subletting. (a) Except as provided in subsection (d) below, Lessee shall not assign this Lease without the Lessor’s prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, consent; provided, however, that Lessor’s consent shall not be required for an assignment of this Lease to a Qualified Transferee (provided, that, if Landlord chooses not such assignment is in connection with an asset based transfer, such Qualified Transferee and its Affiliates shall enter into such guaranty agreements, security agreements, assignments of rents and leases, pledge agreements, non-competition agreements, environmental indemnification agreements, and other similar security documents (collectively, the “Qualified Transferee Credit Enhancements”) as are necessary in Lessor’s reasonable determination to recapture the space proposed assure that Lessor receives such collateral and other credit enhancements as are comparable to be subleased or assigned as those provided by Lessee, Guarantor and their respective Affiliates in Section 10.2, Landlord connection with this Lease). Lessor shall not unreasonably withhold, condition or delay or condition its consent to a subletting or assignment under any assignment, provided, that (i) such assignee shall assume in writing and agree to keep and perform all of the terms of this Section 10.1. Tenant agrees that Lease on the provisions governing sublease part of Lessee to be kept and assignment set forth performed; and (ii) an original counterpart of the assignment, duly executed by Lessee and such assignee in this Article Ten form and substance reasonably satisfactory to Lessor, shall be deemed delivered promptly to be reasonable. If Tenant Lessor; it being understood and agreed, however, that if, in connection with any such assignment, Lessee desires to enter into any sublease of the Premises or assignment of that Lessor release Lessee from its obligations under this Lease, Tenant Lessor’s review and approval of any assignee shall deliver written notice thereof be in Lessor’s sole and absolute discretion. The parties agree that Lessor’s failure or refusal to Landlord (“Tenantapprove an assignment to an assignee that does not have the financial or operating characteristics reasonably satisfactory to Lessor shall be reasonable on its face. Notwithstanding anything contained in this Lease to the contrary, any assignment must be of all of Lessee’s Notice”)right, together with the identity of the proposed subtenant or assignee title and interest in and to this Lease and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment Leased Property such that this Lease is not severed with respect to such proposed subtenant any one or assignee at least twenty (20) days prior to the commencement date more of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be subletProperties.

Assignment and Subletting. A. Not to assign, transfer, mortgage or pledge this Lease or to sublease (awhich term shall be deemed to include the granting of concessions and licenses and the like) Except as provided all or any part of the Premises or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred, pledged or encumbered, in subsection (d) belowwhole or in part, whether voluntarily, involuntarily or by operation of law, or permit the occupancy of the Premises by anyone other than Tenant without the prior written consent of Landlord, which may be withheld in or as otherwise permitted hereunder for Permitted Transfers without Landlord’s sole discretion, consent. In the event Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of desires to assign this Lease or sublet any portion or all of the encumbering Premises other than to a Permitted Transferee, Tenant shall notify Landlord in writing of Tenant’s interest therein in whole intent to so assign this Lease or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of sublet the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof effective date of such subletting or assignment, and financial and other information sufficient for shall request in such notification that Landlord to make an informed judgment consent thereto. Except with respect to such Permitted Transfers, Landlord may terminate this Lease in the case of a proposed subtenant assignment, or assignee at least twenty (20) days prior suspend this Lease pro tanto for the period and with respect to the commencement space involved in the case of a proposed subletting, by giving written notice of termination or suspension to Tenant, with such termination or suspension to be effective as of the effective date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or such assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information)subletting. In no event may Tenant sublease any portion of the Premises If Landlord does not so terminate or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for suspend, Landlord’s approval (which approval consent shall not be unreasonably withheld, delayed or conditioned to an assignment or delayed) any advertising which Tenant or its agents intend to use with respect to a subletting, provided that the space proposed to be sublet.following conditions are met:

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may shall not sublease, assign, mortgagetransfer, pledgeor hypothecate the leasehold estate under this Lease, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s any interest therein in whole or in parttherein, by operation of Law or otherwise or permit the use or occupancy of and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. As a condition for granting this consent to any assignment, transfer, or subletting, Landlord shall require Tenant to pay to Landlord as Additional Rent, seventy-five (75%) percent of all rents and/or additional consideration due Tenant from its assignees, transferees or subtenants in excess of the Rent payable by anyone other than TenantTenant to Landlord hereunder for the assigned, transferred and/or subleased space ("Excess Rent"); provided, however, if Landlord chooses that before sharing such Excess Rent, Tenant shall first be entitled to recover from such Excess Rent the amount of any reasonable leasing commissions related to said transaction paid by Tenant to third party brokers not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1affiliated with Tenant. Tenant agrees that shall by thirty (30) days written notice, advise Landlord of its intent to assign or transfer Tenant's interest in the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of Lease or sublet the Premises or assignment of this Lease, Tenant shall deliver written notice any portion thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date any part of the term of the proposed sublease or assignmenthereto. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15Within thirty(30) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any said written notice, Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant's notice on the date specified in Tenant's notice by giving written notice of such election to termination. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or assign the Lease other transferee for presentment to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval 's approval, all in accordance with the terms, covenants, and conditions of this paragraph 19. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall not be unreasonably withheldterminated on the date specified in Tenant's notice. If, conditioned or delayed) any advertising which Tenant or its agents intend however, this Lease shall terminate pursuant to use the foregoing with respect to less than all the space proposed Premises, the rest, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant's obligations hereunder or be deemed to be sublet.a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of the Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord shall require Tenant to pay all expenses in connection with the assignment, and Landlord shall require Tenant's assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to

Assignment and Subletting. (a) Except as provided Tenant shall not sublet the Demised Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining the prior written consent of Landlord, which Landlord may withhold in subsection (d) belowits sole and absolute discretion. Tenant shall not assign this Lease, or any interest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord may withhold its consent to an assignment to a proposed assignee, and Tenant agrees that Landlord shall not be withheld unreasonable for doing so, unless all the following criteria are met: (a) the proposed assignee's general financial condition, including liquidity and net worth, verified by audited financial statements prepared by a certified public accountant in conformity with generally-accepted accounting principles is equal to or greater than that of Tenant; (b) the proposed assignee has a demonstrated merchandising capability equal to or greater than that of Tenant as to the use for which the Demised Premises are leased; (c) in Landlord’s 's sole discretionjudgment, Tenant may not subleasethe proposed assignee is morally and financially responsible; and (d) in Landlord's judgment, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer proposed assignee will generate at least the same amount of percentage rental payable pursuant to the terms of this Lease or the encumbering of as Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy . Any such assignment shall be subject to all of the Premisesterms and conditions of this Lease, or including, but not limited to, any part thereofrestriction on use and trade name pursuant to the provisions of Sections 1, by anyone other than Tenant3 and 10 hereof, provided, however, if and the proposed assignee shall assume the obligations of Tenant under this Lease in writing in form satisfactory to Landlord. The proposed assignee shall simultaneously provide to Landlord chooses not to recapture an estoppel certificate in the space proposed to be subleased or assigned as provided form described in Section 10.230 hereafter. Consent by Landlord to one assignment, Landlord subletting, occupation or use by another person shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonablea consent to any subsequent assignment, subletting, occupation or use by another person. If Tenant desires Consent to enter into any sublease an assignment shall not release the original named tenant from liability for the continued performance of the Premises terms, covenants and provisions on the part of Tenant to be kept and performed, and the assignment and assumption documents shall so provide. Thereafter, Landlord and the assignee may modify, amend, change or assignment supplement this Lease without notice to or consent of the original named tenant and without releasing the original named tenant from its liabilities and obligations under this Lease, Tenant which liabilities and obligations shall deliver remain in full force and effect, and the original named tenant shall thereafter be liable to perform the obligations of the "Tenant" under the Lease as modified, amended, changed, or supplemented, but not to exceed the financial obligations of the original named tenant hereunder unless such original tenant is given written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant such amendment or assignee modification and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect consents to such proposed subtenant amendment or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (modification, which approval consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. In the event Landlord is unable to contact the original named tenant, despite making reasonable efforts to do so, the original named tenant shall be liable to perform the obligations of the "Tenant" under this Lease as modified, amended, changed or supplemented, as if it had consented to such amendments, changes, supplements or modifications. Landlord shall be deemed to have made reasonable and diligent efforts in the event it provides written notice to the original named tenant hereunder at the most recent address provided to Landlord by the original named tenant hereunder, but shall have no obligation to further inquire as to the correct address of the original named tenant hereunder.. Any assignment or subletting without the prior written consent of Landlord shall be void, shall constitute a material breach of this Lease, and shall, at the option of Landlord, terminate this Lease. Neither this Lease nor any interest therein shall be assignable as to the interest of Tenant by operation of law. Landlord shall be under no obligation to consider a request for Landlord's consent to an assignment until Tenant shall have submitted in writing to Landlord a request for Landlord's consent to such assignment, together with audited financial statements of Tenant and the proposed assignee, a credit report issued by TRW or a comparable credit evaluation company, a history of the proposed assignee's business experience and such other information as required by Landlord to verify that the criteria for assignment as set forth herein are met, and Tenant shall have paid to Landlord Five Thousand Dollars ($5,000.00) to reimburse Landlord for its time and expense in considering such request. Landlord, within twenty (20) days after receiving such written request, together with the other information and the payment, may elect to terminate this Lease by written notice to Tenant effective fifteen (15) days thereafter, and in such event, this Lease shall terminate on such effective date of termination, and the obligations of the parties, each to the other, accruing thereafter shall likewise terminate. In the event Landlord exercises such right of termination, Tenant shall have ten (10) days following the date Landlord exercises such option to terminate to revoke the request for assignment, in which event this Lease shall continue in full force and effect and the request for consent shall no longer be effective. If Landlord approves such assignment, Tenant shall pay to Landlord any advertising consideration received by Tenant for Tenant's leasehold interest in connection with such assignment, and the GMMR shall be increased to an amount equal to the existing GMMR plus the average percentage rental paid (or payable) by Tenant for the last full twelve (12) months of the term of the Lease preceding the date Landlord receives the request, together with all required information, during which Tenant has been open for business or its agents intend if twelve (12) months have not expired since Tenant has been open for business, for the actual months elapsed since Tenant has been open for business. By affixing their initials below, the parties acknowledge that the provisions of this Section 22 have been freely negotiated, bargained for and agreed to use with respect to by Landlord and Tenant. Landlord and Tenant acknowledge that the space proposed to be sublet.terms, limitations and restrictions on assignment and subletting are a material consideration for Landlord and Tenant entering into this Lease and that, but for such terms, limitations and restrictions, they would not have entered into this Lease. Landlord's Initials: Tenant's Initials:

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Lessee covenants and agrees that it will not assign this Lease or sublet (a) Except as provided in subsection (d) belowwhich term, without limitation, shall include the prior granting of concessions, management arrangements and the like) the whole or any part of the Premises without, in each instance, having first received the express written consent of LandlordLessor, which Lessor may be withheld withhold in Landlordits sole discretion except as expressly provided in this Paragraph 12.1. Lessor’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer consent to any proposed assignment of this Lease or the encumbering subletting of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy all but not less than all of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed, provided that (i) any advertising such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which Tenant the proposed assignment or its agents intend subletting is to use be made, including, without limitation, Certain identified information has been omitted from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been omitted. the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the space benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be subletbound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”.

Assignment and Subletting. (a) Except as provided Tenant shall not, directly or indirectly, assign, sublease, transfer or encumber any interest in subsection this Lease or allow any third party to use any portion of the Premises (dcollectively or individually, a “Transfer”) below, without the prior written consent of Landlord, which may consent shall not be unreasonably withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses does not to exercise its recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1rights. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient it is not unreasonable for Landlord to make withhold consent to a Transfer to a proposed assignee or subtenant who is an informed judgment with respect to such proposed subtenant existing tenant or assignee at least twenty (20) days prior to the commencement date occupant of the term Building or Project or to a prospective tenant with whom Landlord or Landlord’s affiliate has been actively negotiating. Any attempted Transfer in violation of the proposed sublease or assignmentthis Article shall be a Default by Tenant and shall, at Landlord’s option, be void. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) Within 30 days after receipt of Tenant’s Notice executed copies of the transfer documentation and such other information as Landlord may request, Landlord shall either: (a) consent to the Transfer by execution of a consent agreement in a form reasonably designated by Landlord; (b) refuse to consent to the Transfer; or (c) recapture the portion of the Premises that Tenant is proposing to Transfer. Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any similar or successor Laws, now or hereinafter in effect, and all required information)other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed transferee. In no event shall any Transfer release or relieve Tenant from any obligation under this Lease, as same may be amended. Tenant sublease shall pay Landlord a review fee of $1,000.00 for Landlord’s review of any requested Transfer. Tenant shall pay Landlord, as additional Rent, 50% of all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises or assign and Term covered by the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needsTransfer. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which may deduct from the excess all reasonable and customary expenses directly incurred by Tenant or its agents intend to use with respect attributable to the space proposed Transfer, including brokerage fees, marketing expenses, legal fees and constructions costs. If Tenant is in Default, Landlord may require that all sublease payments be made directly to be subletLandlord, in which case Tenant shall receive a credit against Rent in the amount of Tenant’s share of payments received by Landlord.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without Without the prior written consent of Landlord, which may be withheld in Landlord’s 's sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s 's interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.210.02, Landlord shall not unreasonably withhold, delay or condition withhold its consent to a subletting or assignment under this Section 10.110.01. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“"Tenant’s 's Notice”"), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty thirty (2030) days prior to the commencement date of the term of the proposed sublease or assignment. If Tenant proposes to sublease less than all of the Rentable Area of the Premises, the space proposed to be sublet and the space retained by Tenant must each be a marketable unit as reasonably determined by Landlord and otherwise in compliance with all Laws. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 10.02 within fifteen (15) days after receipt of Tenant’s 's Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needsProject. Tenant shall submit for Landlord’s 's approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.

Assignment and Subletting. (a) Except as provided herein, the Tenant shall not voluntarily or by operation of law, including through a Change in subsection Control (ddefined as transfer of more than 50% of the ownership interests of Tenant, whether cumulatively over time as measured from Execution Date or at any one time) belowsublet, assign, transfer, mortgage or otherwise encumber, or grant concessions, licenses, or franchises with respect to all or any part of the Tenant’s interest in this Lease or the Premises without the prior written consent of the Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed. Specific conditions for assignment and subletting set forth in this Section 9 shall be deemed reasonable conditions for all purposes. If the Tenant desires at any time to assign this Lease or to sublet the Premises or any portion thereof, it shall first notify the Landlord of its desire to do so and shall submit in writing to the Landlord, as applicable: (i) the name of the proposed subtenant or assignee, or person/entity acquiring control; (ii) the nature of the proposed subtenant or assignee; (iii) the nature of the proposed subtenant’s or assignee’s business to be carried on in the Premises; (iv) the terms and provisions of the proposed sublease or assignment; (v) such reasonable financial information as the Landlord may request concerning the proposed subtenant, assignee, or acquiring controlling interest holder, including, but not limited to, a balance sheet as of a date within ninety (90) days of the request for the landlord’s consent, statements of income or profit and loss for the two (2) year period preceding the request for the Landlord’s consent, and a written statement in reasonable detail as to the business experience of the proposed subtenant or assignee during the three (3) years preceding the request for the Landlord’s consent, which financial information shall confirm that the proposed tenant or assignee has at least the same financial qualifications as Tenant possessed as of the Execution Date of the Lease, as evidence by the Financial reports which most recent versions Tenant shall submit to Landlord upon the Execution Date; and (vi) the name and address of subtenant’s or assignee’s present or previous Landlord. All financial information submitted to Landlord by Tenant shall be and remain confidential and shall be protected in the same manner Landlord treats its own confidential information. Landlord and Tenant shall sign a mutually acceptable confidentiality and nondisclosure agreement covering all financial information delivered hereunder. The Landlord may, as a condition to granting such consent, require that the obligations of any advertising which Tenant assignee that is a subsidiary of another corporation be guaranteed by the parent or its agents intend controlling corporation. Any sublease, license, concession, franchise, or other permission to use with respect the Premises shall be expressly subject and subordinate to all applicable terms and conditions of this Lease. Any purported or attempted assignment, transfer, mortgage, encumbrance, subletting, license, concession, franchise, or other permission to use the Premises contrary to the space proposed to provisions of this section shall be subletvoid and, at the option of the Landlord, shall terminate this Lease.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without In the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, event Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of should desire to assign this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of sublet the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Tenant shall give Landlord chooses not to recapture written notice of such desire at least forty-five (45) days in advance of the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If date on which Tenant desires to enter into any sublease make such assignment or sublease. Landlord shall then have a period of fifteen (15) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to terminate this lease as of the date so specified by Tenant, in which event Tenant will be relieved of all further obligations hereunder, or (ii) to permit Tenant to assign or sublet such space, subject to prior written approval of the proposed assignee by Landlord, such consent not to be unreasonably withheld so long as the use of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of by the proposed subtenant or assignee would be a permitted use and the proposed principal terms thereof and assignee is of sound financial and other information sufficient for condition as reasonably determined by Landlord. If Landlord should fail to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 such election within said fifteen (15) days after receipt day period, Landlord shall have deemed to have consented to such assignment or sublease. Failure by Landlord to approve a proposed assignee shall not cause a termination of Tenant’s Notice (this Lease. Any rents or other consideration realized by Tenant under any such sublease and all required information). In no event may Tenant sublease any portion assignment in excess of the Premises or assign the Lease to any other tenant Rents hereunder, after amortization of the Project if reasonable costs of extra tenant improvements for which Tenant has paid and reasonable subletting and assignment costs, shall be divided and paid ninety percent (90%) to Landlord has space then available that would satisfy such other tenant’s space needsand ten percent (10%) to Tenant. Upon assignment or subletting by Tenant, approved by Landlord, Tenant shall submit for Landlord’s approval (be relieved of any obligation under this Lease. Any assignment or subletting which approval conflicts with the provisions hereof shall not be unreasonably withheldvoid. Notwithstanding the above, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space extent that Tenant has more than fifty (50%) percent direct common ownership with Tenant's proposed assignee or sublessee, Tenant shall be allowed to assign or sublease this Lease subject only, in the case of an assignment, to Tenant's proposed assignee executing, with Landlord, an assumption agreement agreeing to be subletfully bound to the terms and conditions of this Lease.

Assignment and Subletting. (a) Except as provided 11.1 The Lessee shall not voluntarily or by operation of law sublet, assign, transfer, mortgage or otherwise encumber, or grant concessions, licenses or franchises with respect to all or any part of the Lessee’s interest in subsection (d) below, this Lease or the Premises without the prior written consent of Landlordthe Lessor, which may shall not be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit unreasonably withheld. If the transfer of Lessee desires at any time to assign this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of sublet the Premises or assignment any portion thereof, it shall first notify the Lessor of this Lease, Tenant its desire to do so and shall deliver written notice thereof submit in writing to Landlord the Lessor (“Tenant’s Notice”), together with i) the identity name of the proposed subtenant sublessee or assignee and assignee; (ii) the nature of the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant sublessee or assignee at least twenty assignee; (20iii) days prior to the commencement date nature of the term proposed sublessee’s or assignee’s business to be carried on in the Premises; (iv) the terms and provisions of the proposed sublease or assignment. Landlord shall notify Tenant ; (v) such reasonable financial information as the Lessor may request concerning the proposed sublessee or assignee, including, but not limited to, a balance sheet as of a date within ninety (90) days of the request for the Lessor’s consent, statements of income or profit and loss for the two (2) year period preceding the request for the Lessor’s consent, and a written statement in writing of its approval or disapproval reasonable details as to the business experience of the proposed sublease sublessee or assignment assignee during the five (5) years preceding the request for the Lessor’s consent; and (vi) the name and address of sublessee’s or its decision assignee’s present or previous landlord. The Lessor may, as a condition to exercise its rights under Section 10.2 within fifteen (15) days after receipt granting such consent, require that the obligations of Tenant’s Notice (any assignee which is a subsidiary or affiliate of another corporation be guaranteed by the parent or controlling corporation. Any sublease, license, concession, franchise or other permission to use the Premises shall be expressly subject and subordinate to all required information)applicable terms and conditions of this Lease. In no event may Tenant sublease any portion Any purported or attempted assignment, transfer, mortgage, encumbrance, subletting, license, concession, franchise or other permission to use the Premises contrary to the provisions of this paragraph shall be void and, at the option of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant Lessor, shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be subletterminate this Lease.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without Without the prior written consent of Landlord, which may be withheld in Landlord’s 's sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s 's interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.210.02, Landlord shall not unreasonably withhold, delay or condition withhold its consent to a subletting or assignment under this Section 10.110.01. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“"Tenant’s 's Notice”"), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty thirty (2030) days prior to the commencement date of the term of the proposed sublease or assignment. If Tenant proposes to sublease less than all of the Rentable Area of the Premises, the space proposed to be sublet and the space retained by Tenant must each be a marketable unit as reasonably determined by Landlord and otherwise in compliance with all Laws. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 10.02 within fifteen (15) days after receipt of Tenant’s 's Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s 's approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.

Assignment and Subletting. (a) Except as provided in subsection (d) below, The Tenant will not have the right to effect a Transfer without first complying with Section 14.4 and without the prior written consent of Landlordthe Landlord in each instance, which may consent will not be unreasonably withheld in Landlord’s sole discretionor delayed beyond fifteen (15) business days from the date tire request together with all the information pertaining to the proposed Transfer, Tenant may not subleaseas requested by the Landlord acting reasonably including, assignwithout limitation, mortgagethe name, pledgeaddress, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy telephone numbers of the Premisesproposed transferee and its principals, bank and other credit references, experience of the transferee or any part thereofprincipals to operate for the permitted use, by anyone other than Tenantthe type of proposed Transfer, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease portion of the Premises which is subject to the proposed Transfer, as well as all other information that may be reasonably requested by the Landlord or assignment of this Leasethe Mortgagee, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with including the identity financial conditions of the Transfer, is received. The Landlord shall be entitled to be reimbursed for all reasonable expenses it incurs resulting from a proposed subtenant Transfer, whether or assignee and not it consents thereto. The Landlord will advise the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date Tenant of the term amount of such expenses at the proposed sublease time it notifies the Tenant as to whether or assignment. Landlord not it is granting its consent, and such amount shall notify Tenant in writing of its approval or disapproval of be due and payable on the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within day which is fifteen (15) days after receipt following delivery of the Landlord’s notice. If the Landlord consents, the consent will not be effective until such time as the amount payable to the Landlord under this Article has been paid. No Transfer shall be permitted unless the transferee shall have expressly agreed to be bound directly towards the Landlord for the due fulfilment of all of the Tenant’s Notice obligations under this Lease which relate to the Transfer. If Landlord consents to a Transfer, all sub-rentals and/or any other amounts or consideration payable by a subtenant, assignee or other person to the Tenant for this Lease (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall greater certainty, not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed Tenant’s goodwill or interest in leasehold improvements) are hereby irrevocably and unconditionally assigned to the Landlord such that the subtenant or other person will pay all such sums directly to the Landlord and the amounts so paid will be subletcredited against the Tenant’s monetary obligations under this Lease. Furthermore, it is understood that if Landlord does not collect any sub-rentals or other amounts from any subtenant or other person the Tenant will have no claim or defense against the Landlord in any manner whatsoever however the Tenant shall be entitled to claim the amounts to which it is entitled from the sub-tenant.

Assignment and Subletting. (a) Except as provided In the event of any assignment by Lessee that is permitted in subsection (d) belowthis Lease, without the prior written consent assignee shall deliver to Lessor a counterpart original of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit a document reasonably satisfactory to Lessor whereby such assignee agrees to assume and perform all of the transfer terms and conditions of this Lease on Lessee’s part from and after the effective date of such assignment. In the event Lessee requests Lessor’s consent to a proposed sublease (other than a sublease of individual offices within the Premises to any sub-agent or client with whom Lessee has a then-existing and continuing business relationship) during the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy Lease Term for more than fifty percent (50%) of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not Lessor shall have the right to recapture the space proposed elect to be subleased or assigned terminate this Lease as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.so subleased (a “recapture”), and this Lease will remain in effect for the remaining portion of the Premises, with the rentable area in Section 1 and the Basic Rental in Section 5, and the Percentage Share in Section 6 adjusted to apply to the remaining portion of the Premises. Any sublease agreement entered into by Lessee shall be subject to this provision. In the event. Lessor elects to exercise its right to terminate this Lease with respect to a portion of the Premises, Lessor shall give Lessee ten (10) days’ prior written notice thereof and during such ten (10) day period Lessee may elect to cancel the sublease to avoid the recapture. If the Lessor recaptures space, Lessor at its sole cost and expense shall construct demising walls and make all necessary improvements to separate the recaptured space from the Premises. If an assignment or sublease is consented to by Lessor, then the Lessee shall pay all of Lessee’s out-of-pocket costs incurred in connection therewith (including any lease commissions and lease concessions), and the assignment or sublease shall state that all payments from the assignee or sublessee shall be paid directly to Lessor. In connection with a permitted assignment or sublease:

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may shall not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of assign this Lease or sublease the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, Premises or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for without Landlord’s approval (prior written consent, which approval consent shall not be unreasonably withheld, conditioned or delayed, and any attempt to do so without Landlord’s consent shall be void and of no effect. Furthermore, Tenant shall not mortgage, or pledge, its leasehold interest in this Lease. It shall be reasonable for the Landlord to withhold, delay or condition consent to any assignment or sublease if the intended use of the Premises by the assignee or sublessee would impact the operations of other tenants, their use of the Project, or impair Landlord’s ability to re-lease other space in the Building or Project. Tenant shall provide to Landlord all information concerning the assignee or sublessee as Landlord may reasonably request, and any approved assignment or sublease shall be (i) expressly subject to the terms and conditions of this Lease, and (ii) revocable if there is an uncured Event of Default, either at the time of notice or as of the effective date of the assignment or sublease. For purposes of this Paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the foregoing to the contrary, provided no Event of Default has occurred, Tenant may, without Landlord’s prior written consent, assign this Lease to any advertising entity into which Tenant is merged or consolidated, or to any entity to which substantially all of Tenant’s assets are transferred, provided the following conditions are met: (x) such merger, consolidation, or transfer of assets is not principally for the purpose of transferring Tenant’s leasehold estate, (y) either such merger, consolidation, or transfer of assets does not adversely affect the legal existence of the Tenant hereunder, or such surviving entity agrees to assume all obligations and liabilities under this Lease (including those which may have accrued prior to the effective date of such Permitted Transfer as defined below) in a form acceptable to Landlord acting in a reasonable manner, and (z) such merger, consolidation, or transfer of assets of Tenant does not reduce the tangible net worth of Tenant (or the surviving entity) after giving effect to such transfer (“Permitted Transfer”). Tenant hereby agrees to give Landlord written notice thirty (30) days prior to such merger, consolidation, or transfer of assets along with any documentation reasonably requested by Landlord related to the required conditions as provided above. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a “Tenant Affiliate”), without the prior written consent of Landlord. Landlord may charge Tenant USD $1,500 in connection with any assignment or sublease for which Xxxxxxxx’s consent is required. This Lease shall be binding upon Tenant and its agents intend successors and permitted assigns. Upon Xxxxxxxx’s receipt of Xxxxxx’s written notice of a desire to use assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days, terminate this Lease as of the commencement date specified in Tenant’s notice, with respect to the space proposed described in Tenant’s notice. Tenant may withdraw its notice to be subletsublease or assign by notifying Landlord within 10 days after Landlord has given Tenant notice of such termination, in which case the Lease shall not terminate but shall continue. Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant’s obligations shall remain liable for the payment of the Base Rent, Operating Expenses, and any other amounts due, and compliance with all of Tenant’s obligations under this Lease (regardless of whether Xxxxxxxx’s approval has been obtained for any such assignment or subletting). In the event that the rent due by a sublessee or assignee exceeds the rental payable under this Lease, then Tenant shall pay to Landlord fifty percent (50%) of such excess as additional rent within 10 business days following receipt by Xxxxxx. If this Lease is assigned or if the Premises are subleased (whether in whole or in part), or if the Premises are occupied by anyone other than Tenant, then upon an Event of Default Landlord may collect rent from any occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder.

Assignment and Subletting. (a) Except as provided in subsection Subtenant shall not directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, sell, assign, sublease, encumber, pledge or otherwise transfer or hypothecate all or any part of the Sublease Premises or Subtenant’s interests in, to or under this Sublease (dcollectively, a “transfer”) below, without the prior written consent of LandlordSublandlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect . Notwithstanding anything to the contrary contained in this Section 19, Sublandlord and Subtenant agree that it shall be deemed unreasonable for Sublandlord to withhold its consent to an assignment pursuant to which Subtenant’s proposed assignee (1) is a successor to Subtenant by merger or consolidation, (2) has a tangible net worth equal to or greater than Subtenant’s tangible net worth as of the date immediately preceding the effective date of such assignment and (3) acquires substantially all of the assets of Subtenant. Any such transfer by Subtenant without Sublandlord’s prior written consent shall be void and shall constitute a material Event of Default by Subtenant. Subtenant shall advise Sublandlord by written notice of (i) Subtenant’s intent to assign this Sublease or sublease all or a portion of the Sublease Premises, or make any other transfer, (ii) the name of the proposed assignee, sublessee or transferee and evidence reasonably satisfactory to Sublandlord that such proposed assignee, sublessee or transferee is comparable in reputation, stature and financial condition to tenants then leasing comparable space in Comparable Buildings (as defined in General Condition “B” of the Master Lease), and (iii) all of the material terms of the proposed to be sublet.assignment, sublease or transfer. Sublandlord shall, within thirty (30) days of receipt of such notice, and any additional information requested by Sublandlord concerning the proposed assignee’s, subtenant’s or transferee’s financial responsibility, elect one of the following:

Assignment and Subletting. (a) Except as provided in subsection (d) below, without Without the prior written consent of Landlord, which may shall not be withheld in Landlord’s sole discretionunreasonably withheld, conditioned or delayed, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, ; provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition withhold its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten 10 shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty fifteen (2015) days prior to the commencement date of the term of the proposed sublease or assignment. If Tenant proposes to sublease less than all of the Rentable Area of the Premises, the space proposed to be sublet and the space retained by Tenant must each be a marketable unit as reasonably determined by Landlord and otherwise in compliance with all Laws. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen ten (1510) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.

Assignment and Subletting. (a) Except as provided in subsection (d) belowTenant shall not, without the prior written consent voluntarily, by ------------------------- operation of Landlordlaw, which may be withheld in Landlord’s sole discretion, Tenant may not subleaseor otherwise, assign, transfer, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of encumber this Lease or sublease the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, Premises or any part thereof, by anyone or suffer any person other than Tenant, providedits employees, howeveragents, if servants and invitees to occupy or use the Premises or any portion thereof, without the express prior written consent of Landlord chooses which will not be unreasonably withheld. Any attempt to recapture do any of the space proposed to foregoing without such written consent shall be subleased or assigned as provided in Section 10.2, Landlord null and void and of no effect and shall not unreasonably withhold, delay or condition its consent to further constitute a subletting or assignment material default under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonableLease. If Tenant desires to enter into any sublease of the Premises or assignment of this Leaseso requests Landlord's consent, Tenant said request shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with be in writing specifying the identity of the proposed subtenant transferee, the duration of said desired sublease or assignee assignment, the date same is to occur, the exact location of the space affected thereby and the proposed principal terms thereof rentals on a square foot basis chargeable thereunder, and financial and other information sufficient for shall be submitted to Landlord at least thirty (30) days in advance of the date on which Tenant desires to make an informed judgment such assignment or sublease or allow such occupancy or use. Upon such request Landlord may, with respect reasonable business judgment, (a) grant such consent subject to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date Landlord's approval of the term of the proposed sublease assignee, transferee, subtenant, or assignmentmortgagee, or (b) deny such consent. If Landlord shall notify Tenant does not give such consent in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information)the date such consent is requested, then Landlord's consent shall be deemed to have been denied. In no event may Tenant assign this Lease or sublease any portion of the Premises or assign the Lease any portion thereof to any other tenant of party whose operations in the Project if Landlord has space then available that would satisfy such not be in keeping with, or would detract from, the operations of other tenant’s space needstenants in the Project. Tenant shall submit for Landlord’s approval advise Landlord within thirty (30) days of any change in a majority of the voting rights or other controlling rights or interests of Tenant. In any situation in which approval Landlord consents to an assignment or sublease hereunder. Tenant shall not promptly deliver to Landlord a fully executed copy of the final sublease agreement or assignment instrument and all ancillary agreements relating thereto. No assignment shall be unreasonably withheld, conditioned or delayed) any advertising which effective unless the assignee has agreed within the assignment instrument to assume the obligations of Tenant or its agents intend to use with respect to the space proposed hereunder and to be subletpersonally bound by all of the covenants, terms and conditions hereof on the part of Tenant to be performed or observed hereunder.

Assignment and Subletting. A. Except in connection with a Permitted Transfer (adefined in Section XII.E. below) Except as provided and an Affiliate Transfer (defined in subsection Section XII.F. below), Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (dcollectively or individually, a "Transfer") below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld. Without limitation, it is agreed that Landlord's consent shall not be considered unreasonably withheld, conditioned or delayeddelayed if: (1) any advertising which the proposed transferee's financial condition does not meet the criteria Landlord uses to select tenants in similar buildings having similar leasehold obligations; (2) the proposed transferee's business is not suitable for the Building considering the business of the other tenants and the Building's prestige, or would result in a violation of another tenant's rights; (3) the proposed transferee is a governmental agency or existing occupant of the Building; or (4) Tenant is in default after the expiration of the notice and cure periods in this Lease. Except in the event that Landlord has unreasonably withheld, conditioned or delayed its consent to a proposed transferee with a credit rating from public company credit rating agencies equal to or better than Tenant at the date of this lease or date of assignment (whichever is better), or if the Tenant or assignee is not a public company at the time of assignment, such assignee has a net worth equal to or better than Tenant at the date of this lease or date of assignment (whichever is better), Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its agents intend consent to use with respect a proposed Transfer and Tenant's sole remedy shall be an action to the space proposed enforce any such provision through specific performance, injunction, declaratory judgment or such other equitable relief. Any attempted Transfer in violation of this Article shall, at Landlord's option, be void. Consent by Landlord to be subletone or more Transfer(s) shall not operate as a waiver of Landlord's rights to approve any subsequent Transfers. In no event shall any Transfer, Permitted Transfer or Affiliate Transfer release or relieve Tenant from any obligation under this Lease.

Assignment and Subletting. (a) Except as provided in subsection connection with a Permitted Transfer (ddefined in Section 16 (c) below), Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (such assignment, sublease, transfer or encumbrance, collectively or individually, a “Transfer”; each transferee, a “Transferee”) without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use delayed with respect to a proposed sublease or assignment (other than a collateral assignment, in which case Landlord may withhold its consent in its sole and absolute discretion). Without limitation, it is agreed that Landlord’s consent shall not be considered unreasonably withheld if: (1) the space proposed Transferee’s financial condition is not adequate for the obligations such Transferee is assuming in connection with the proposed Transfer; (2) the Transferee’s business is not a retail use permitted by this Lease or is otherwise suitable for the Building considering the business and reputation of the other tenants and the Building’s prestige, or would result in a violation of another tenant’s rights under its lease at the Building; (3) the Transferee is a governmental agency; (4) in case of subletting, such subletting is of less than the entire Premises; or (5) an uncured Event of Default under this Lease is in effect,. Any attempted Transfer in violation of this Section 16(a), shall, exercisable in Landlord’s sole and absolute discretion, be void. Consent by Landlord to one or more Transfers shall not operate as a waiver of Landlord’s rights to approve any subsequent Transfers. Any assignee shall assume in writing, for the express benefit of Landlord, all of the obligations of Tenant under this Lease, provided that no such assumption shall be subletdeemed a novation. Following any assignment, the obligations for which the prior Tenant remains liable under this Lease shall include any obligations arising in connection with any amendments to this Lease executed by Landlord and the assignee, whether or not such amendments are made with knowledge or consent of the prior Tenant.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or The Lessee represents that occupancy of the Premisespremises is to be sublet to members of the Lessee's family and/or friends approved in writing prior by Xxxxxx . At the time of the signing of the lease, Xxxxxx agrees to notify the Lessor in writing of the names, ages, and alternate addresses (if any) of the occupants, up to four persons lawfully on the premises, and for whom the Lessee assumes full responsibility. Only with prior written assent of the Lessor, which assent is at the sole and absolute discretion of Lessor, the Lessee(s) may assign or sublet or allow an amendment of lease for early termination in respect to the premises during this lease, upon payment of a $450.00 administrative fee to individuals other than those names given at the time of signing of this agreement. Lessor reserves the right to refuse any change in occupants, assignments, or sub-leasing for any reason. All assignees or sublessees must provide all forms, information and meet all standards and requirements of an acceptable Lessee applicant prior to acceptance or occupancy. Xxxxxx acknowledges that they are responsible for the full performance of this lease if a suitable replacement tenant is not found. The Lessor shall not be required to release any Lessee during the lease term. No person other than Xxxxxx(s), or the accepted individuals listed at the signing of this lease, or any part thereof, indivudal accepted in writing by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days Lessor prior to the commencement date individual’s occupancy, are permitted to reside on the premises, nor shall Xxxxxx's receive mail for or post the names of non-occupants on the mailbox. Payment of rent by an occupant or stranger not a party to this Lease Agreement shall not constitute either an acknowledgment of that person as an occupant or Lessee. Any money so tendered is accepted solely on behalf of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required informationnamed Xxxxxx(s). In The Lessee further agrees that no event may Tenant sublease any portion person shall be permitted to occupy the premises unless the Lessee assumes full responsibility for such person whether or not Lessee has given Lessor written notice as provided herein. The Lessee designates all occupants on the premises as the Agent in Fact of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be subletLessee.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the Without Landlord's prior written consent of Landlordconsent, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. It shall be reasonable for the Landlord to withhold, delay or condition its consent, where required, to any assignment or sublease in any of the following instances: (i) the assignee or sublessee does not have a net worth calculated according to generally accepted accounting principles at least equal to the greater of the net worth of Tenant immediately prior to such assignment or sublease or the net worth of the Tenant at the time it executed the Lease; (ii) occupancy of the Premises by the assignee or sublessee would, in Landlord's opinion, violate any advertising agreement binding upon Landlord or the Project with regard to the identity of tenants, usage in the Project, or similar matters; (iii) the identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to damage the goodwill or reputation of the Project; (iv) the assignment or sublease is to another tenant in the Project (or an affiliate thereof) and is at rates which are below those charged by Landlord for comparable space in the Project, or is to a prospective tenant that has been in discussions with Landlord regarding space within the Project; or (v) in the case of a sublease, the subtenant has not acknowledged that the Lease controls over any inconsistent provision in the sublease. The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. Tenant shall provide to Landlord all information concerning the assignee or sublessee as Landlord may reasonably request. Landlord may revoke its consent immediately and without notice if, as of the effective date of the assignment or sublease, there has occurred and is continuing any default under the Lease. For purposes of this Section, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable expenses in connection with any assignment or sublease not to exceed $3,000.00. This Lease shall be binding upon Tenant and its agents intend successors and permitted assigns. Upon Landlord's receipt of Tenant's written notice of a desire to use assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). If Landlord consents to any assignment or subletting of Tenant's interest in this Lease, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of all rent, additional rent or other consideration (including, without limitation, key money or other cash consideration if applicable) payable by such assignee or sublessee in connection with an assignment or subletting in excess of the Base Rent and Operating Expenses payable by Tenant under this Lease during the term of the applicable assignment or subletting on a per rentable area square foot basis if less than all of the Premises is transferred (unless all or a portion of the subject space is subject to different Base Rent and Operating Expenses terms, in which case, to the extent applicable, such different terms shall be subletapplicable), after deducting the reasonable brokerage and improvement costs (including improvement allowances) payable to third parties as necessary to conclude the applicable assignment or subletting. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent otherwise set forth herein, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder. Tenant hereby waives and releases its rights under Section 1995.310 of the California Civil Code or under any similar law, statute or ordinance now or hereafter in effect. If Tenant shall be subjected to the provisions of the United States Bankruptcy Code or other law of the United States or any state thereof for the protection of debtors as in effect at such time (each a “Debtor’s Law”) Tenant, Tenant as debtor-in-possession, and any trustee or receiver of Tenant’s assets (each a “Tenant’s Representative”) shall have no greater right to assume or assign this Lease or any interest in this Lease, or to sublease any of the Premises than accorded to Tenant this Section of the Lease, except to the extent Landlord shall be required to permit such assumption, assignment or sublease by the provisions of such Debtor’s Law. In such case, Tenant’s Representative shall (a) remain subject to all of the terms and requirements of this Section; (b) shall have deposited with Landlord as security for the timely payment of rent an amount equal to the larger of: (1) three (3) months’ Rent and other monetary charges accruing under this Lease; and (2) any sum specified in Section 1 (Basic Lease Provisions) of this Lease; and (c) shall have provided Landlord with adequate other assurance of the future performance of the obligations of Tenant under this Lease. In the event that an attorney is employed or expenses are incurred to pursue, protect, enforce or litigate the obligations hereunder, whether by suit, action or other proceeding, Tenant’s Representative promises to pay all such expenses and reasonable attorneys' fees, including, without limitation, reasonable attorneys' fees incurred in or with respect to any bankruptcy proceeding.

Assignment and Subletting. (a) Except as provided in subsection (d) belowA. Landlord's Consent Required. Tenant shall not, without the prior written consent either voluntarily or --------------------------- by operation of Landlordlaw, which may be withheld in Landlord’s sole discretionsell, Tenant may not subleaseencumber, assign, mortgage, pledge, hypothecate pledge or otherwise transfer all or any part of Tenant's leasehold estate hereunder or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, Premises to be occupied by anyone other than Tenant or Tenant's employees, providedor sublet the Premises or any portion thereof, howeverwithout Landlord's prior written consent in each instance, if Landlord chooses which consent may not to recapture the space proposed to unreasonably be subleased or assigned as provided in Section 10.2withheld by Landlord. In exercising its reasonable discretion, Landlord shall not unreasonably withholdmay consider all commercially relevant factors involved in the leasing, delay or condition its consent to a subletting subleasing or assignment under this Section 10.1. Tenant agrees that of the provisions governing sublease space, including, but not limited to, the following: (i) the creditworthiness and assignment set forth financial stability of the prospective assignee or sublessee; (ii) the compatibility of the prospective assignee or sublessee with other tenants in this Article Ten shall be deemed the Building; (iii) the references from prior landlords of such prospective sublessee or assignee; (iv) the past history of such sublessee or assignee with respect to be reasonable. If Tenant desires to enter into any sublease involvement in litigation and bankruptcy proceedings; (v) whether the proposed use of the Premises by the prospective sublessee or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord assignee falls within the use permitted under Paragraph 5; (“Tenant’s Notice”), together vi) whether the proposed use is suitable and in keeping with the identity ambiance and tone of the proposed subtenant Building; (vii) the impact of said sublessee or assignee and the proposed principal terms thereof use of the Premises on pedestrian and financial vehicular traffic and other information sufficient parking facilities; and (viii) the anticipated use, storage, generation, treatment and disposal of Hazardous Materials by such prospective sublessee or assignee. The presence of one negative factor enumerated above shall be deemed reasonable justification for Landlord's withholding consent. Tenant shall provide Landlord with prior notice of any proposed assignment or sublease as provided in subparagraph 21.B, below. Consent by Landlord to make one or more assignments of this Lease or to one or more subletting of the Premises shall not operate to exhaust Landlord's rights under this Paragraph 21. If Tenant is a corporation, unincorporated association, or partnership, the transfer, assignment, or hypothecation of any stock or ownership interest in such corporation, unincorporated association or partnership in excess of twenty, five percent (25%) shall be deemed an informed judgment with respect assignment within the meaning and provision of this Paragraph 21 provided that this sentence shall not apply at such time that Tenant offers its share at an initial public offering (IPO) or subsequent public offering. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger, and shall, at the option of Landlord, terminate all or any existing subleases or subtenancies. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to such proposed subtenant Landlord under this Lease shall be paid to Landlord, and any sums to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be paid to Landlord. Any sublease or assignee assignment permitted herein, shall, at least twenty (20) days prior Landlord's reasonable election, automatically terminate Tenant's option(s), if any, to the commencement date of extend the term of the proposed sublease or assignment. Landlord shall notify Tenant this Lease and, in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease such event, any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval Options shall not be unreasonably withheldavailable to any assignee, conditioned sublessee or delayed) any advertising which Tenant or its agents intend to use with respect to other transferee except that if such assignee is the space proposed to be subletacquiring entity of Tenant, then the option shall remain in effect.

Assignment and Subletting. 8.1 Tenant shall not assign or hypothecate this Lease nor sublet or otherwise transfer its interest in all or any part of the Premises (acollectively or individually, a “Transfer”) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld. Without limitation, conditioned it is agreed that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition is not adequate for the obligations such transferee is assuming in connection with the proposed Transfer; (2) the transferee’s business or delayedreputation is not suitable for the Building considering the business and reputation of the other tenants and the Building’s prestige, or would result in a violation of another tenant’s rights under its lease at the Building; (3) Tenant is in default beyond any applicable notice and cure period; (4) the transferee is an occupant of the Building; (5) any advertising which Tenant portion of the Building or the Premises would likely become subject to additional or different laws as a consequence of the proposed Transfer; or (6) Landlord or its agents intend leasing agent has received a proposal from or made a proposal to use the proposed transferee to lease space in the Building within six (6) months prior to Tenant’s delivery of written notice of the proposed Transfer to Landlord. Any such Transfer or attempted Transfer in violation of the provision hereof shall be void and of no effect and shall constitute a breach of this Lease. If Tenant requests Landlord’s consent to a Transfer, Tenant shall submit to Landlord (i) financial statements for the proposed transferee, (ii) a copy of the proposed assignment or sublease, and (iii) such other information as Landlord may reasonably request. After Landlord’s receipt of the required information and documentation, Landlord shall either consent or reasonably refuse consent to the Transfer in writing. Tenant shall pay Landlord a review fee of $1,000.00 for Landlord’s review of any proposed Transfer or transfer to a Permitted Transferee. In addition, Tenant shall reimburse Landlord for its actual reasonable costs and expenses (including, without limitation, reasonable attorney’s fees) incurred by Landlord in connection with Landlord’s review of such proposed Transfer or transfer to a Permitted Transferee. Notwithstanding any assignment or sublease, Tenant shall remain liable hereunder and shall not be released without the express written agreement of Landlord to such release. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. Except as provided below with respect to a Permitted Transferee, if Tenant is a corporation, limited liability company, partnership or similar entity, and the space proposed person, persons or entity which owns or controls a majority of the voting interests at the time changes for any reason (including but not limited to be subleta merger, consolidation or reorganization), such change of ownership or control shall constitute a transfer under this Article 8. The foregoing shall not apply: (i) so long as Tenant is an entity whose outstanding stock is listed on a nationally recognized security exchange, or if at least eighty percent (80%) of its voting stock is owned by another entity, the voting stock of which is so listed, or (ii) to a merger or consolidation of Tenant’s Canadian parent company XBiotech, Inc. into Tenant.

Assignment and Subletting. (a) Except as provided in subsection (d) below, Tenant shall not, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, (1) assign, mortgagetransfer, pledgeor encumber this Lease or any estate or interest herein, hypothecate whether directly or otherwise transfer by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization, except as provided in Section 14.(c), (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of this Lease more than 50% of the ownership interest in Tenant, (4) grant any license, concession, or the encumbering other right of Tenant’s interest therein in whole or in part, by operation occupancy of Law or otherwise or permit the use or occupancy any portion of the Premises, or (5) permit the use of the Premises by any part thereof, by anyone parties other than TenantTenant (any of the events listed in Sections 14.(a)(1) through 14.(a)(5) being a "Transfer"). If -------- Tenant requests Landlord's consent to a Transfer, providedthen Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, howevercopies of the proposed documentation, if 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; banking, financial, and other credit information; and general references sufficient to enable Landlord chooses not to recapture determine the space proposed to be subleased or assigned as provided transferee's creditworthiness and character. Tenant shall reimburse Landlord for its reasonable attorneys' fees and other expenses incurred in Section 10.2, Landlord shall not unreasonably withhold, delay or condition connection with considering any request for its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignmentTransfer. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 shall, within fifteen (15) days after of receipt of such information from Tenant’s Notice , approve such Transfer or notify Tenant in writing of Landlord's reason for not approving such proposed Transfer. Landlord will use commercially reasonable efforts to obtain the consent of Landlord's Mortgagee to any proposed assignee or subtenant of which Landlord approves. If Landlord fails to so notify Tenant within such period, then the proposed Transfer shall be deemed disapproved. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes the Tenant's obligations hereunder (however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer, and all required informationonly to the extent of the rent it has agreed to pay Tenant therefor). In no event may No Transfer or Permitted Transfer shall release Tenant sublease from performing the obligations of the "Tenant" under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any portion Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or assign the Lease any part thereof are subject to any a Transfer, then Landlord, in addition to its other tenant of the Project if Landlord has space then available that would satisfy remedies, may collect directly from such other tenant’s space needstransferee all rents becoming due to Tenant and apply such rents against Tenant's rent obligations. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or authorizes its agents intend transferees to use with respect make payments of rent directly to the space proposed Landlord upon receipt of notice from Landlord to be subletdo so.

Assignment and Subletting. (a) Except as provided in subsection (d) below, Not without the prior written consent of LandlordLandlord to assign this Lease, which may be withheld in Landlord’s sole discretion, Tenant may not to make any sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or to permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, Premises or any part thereof, thereof by anyone other than Tenant, voluntarily or by operation of law, except as hereinafter provided; as Additional Rent, however, if to reimburse Landlord chooses not to recapture the space proposed to be subleased or assigned as provided promptly for reasonable legal and other expenses incurred by Landlord in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its connection with any request by Tenant for consent to a assignment or subletting or assignment under this Section 10.1. Tenant agrees that (subject to the provisions governing sublease and of Section 5.1.12 hereof); no assignment set forth in this Article Ten or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be deemed joint and several with the assignee); no consent to be reasonable. If Tenant desires to enter into any sublease of the Premises foregoing in a specific instance shall operate as a waiver in any subsequent instance. Landlord's consent to any proposed assignment or assignment of this Lease, Tenant shall deliver written notice subletting is required both as to the terms and conditions thereof and as to Landlord (“Tenant’s Notice”), together with the identity consistency of the proposed subtenant assignee's or subtenant's business with other uses and tenants in the Building. In addition, as to any assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord (but not as to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20any sublessee) days prior Landlord's consent shall be required as to the commencement date of the term reasonable creditworthiness of the proposed sublease or assignmentassignee in view of market conditions then prevailing for leases having terms and conditions comparable to this Lease. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or Landlord's consent to any assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may subletting by Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned provided that Tenant is not then in default under this Lease and that such assignee or delayedsubtenant pays therefor the greater of the Fixed Rent, Additional Rent, and all other payments then payable hereunder, or the then fair market rent for the Premises. If Tenant requests Landlord's consent to assign this Lease or to sublet any portion of the Premises such that Tenant shall not occupy at least 50,000 r.s.f. of the Premises after the date of commencement of such sublease, Landlord shall have the option, exercisable by written notice to Tenant given within 10 days after receipt of such request, to terminate this Lease as of the date of commencement the proposed sublease or assignment; provided, however, that Tenant shall have the right to rescind any such request in the event Landlord elects to so terminate this Lease by notice given to Landlord within five (5) days after the date of such termination notice from Landlord, in which event such termination notice shall be of no further force or effect; If, at any advertising which time during the Term of this Lease, Tenant or its agents intend to use with respect to the space proposed to be sublet.is:

Assignment and Subletting. (a) Except as provided in subsection (d) belowTransfer -------- Tenant shall not, without the prior written consent of Landlord, which may consent shall not be unreasonably withheld in Landlord’s sole discretionor delayed, Tenant may not sublease1) advertise that any portion of the Premises is available for lease, or cause or allow any such advertisement, 2) assign, mortgagetransfer, pledgeor encumber the Lease or any estate or interest in the Lease, hypothecate whether directly or otherwise transfer by operation of law, 3) permit any other entity to become Tenant under the Lease by merger, consolidation, or other reorganization, 4) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of this Lease or an ownership interest in Tenant so as to result in a change in the encumbering current control of Tenant’s interest therein in whole , 5) sublet any portion of the Premises, 6) grant any license, concession, or in part, by operation other right of Law or otherwise or permit the use or occupancy of any portion of the Premises, or 7) permit the use of the Premises by any part thereof, by anyone parties other than TenantTenant (any of the events listed above being a "Transfer"). Landlord's Consent ------------------ If Tenant requests Landlord's consent to a Transfer, providedthen Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, howeverphotocopies of the proposed documentation, if 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; banking, financial, and other credit information; and general references sufficient to enable Landlord chooses not to recapture determine the space proposed to be subleased or assigned as provided transferee's creditworthiness and character. Tenant shall reimburse Landlord for its reasonable attorneys' fees and other expenses incurred in Section 10.2, Landlord shall not unreasonably withhold, delay or condition connection with considering any request for its consent to a subletting or assignment under this Section 10.1Transfer. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease Landlord's consent to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval Transfer shall not be unreasonably withheld. If Landlord consents to a proposed Transfer, conditioned or delayed) then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant's obligations under the Lease (provided, however, that any advertising which Tenant or its agents intend to use with respect transferee of less than all of the space in the Premises shall be liable only for obligations under the Lease that are properly allocable to the space subject to the Transfer, and only to the extent of the rent it has agreed to pay Tenant for said space). Landlord's consent to a Transfer shall not release Tenant from performing its obligations under the Lease, but rather Tenant and its transferee shall be jointly and severally liable for performance of the Lease. Landlord's consent to any Transfer shall not waive Landlord's discretion or rights as to any subsequent Transfer. If an "Event of Default" (as defined below) occurs while the Premises or any part of the Premises is subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Tenant's rent obligations. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of written notice from Landlord to do so. Landlord's Option to Terminate ------------------------------ Landlord may, within 30 days after submission of Tenant's written request for Landlord's consent to a Transfer, terminate the Lease as of the date the proposed Transfer was to be subleteffective. If Landlord exercises this option to terminate, Tenant may, within ten days of receipt of Landlord's election to terminate, rescind its request for Landlord's consent to a Transfer, in which event the Lease shall be reinstated. If the Lease is terminated, Landlord may thereafter lease the Premises to the prospective transferee (or to any other person or entity) without liability to Tenant. Excess Rental ------------- Tenant hereby assigns, transfers, and conveys all consideration received by Tenant under any Transfer, which is in excess of the rents payable by Tenant under the Lease, and Tenant shall hold such amounts in trust for Landlord and pay them to Landlord within ten days after receipt by Tenant. The determination of such excess rental shall exclude all direct, reasonable, and documented buildout costs, legal fees, and brokerage expenses incurred by Tenant in connection with the Transfer, said costs to be amortized on a straight line basis over the entire term of the Transfer. Any "free rent" to the transferee shall expressly not, however, be excluded in the determination of excess rental.

Assignment and Subletting. (a) Except as provided Tenant shall not assign, sublet, mortgage, pledge or encumber this Lease, the Premises, or any interest in subsection (d) belowthe whole or in any portion thereof, directly or indirectly, without the prior written consent of Landlord, which may consent shall not be unreasonably withheld in Landlord’s sole discretionor delayed. In the event of any assignment, Tenant may not sublease, assign, mortgage, pledgepledge or encumbrance, hypothecate or otherwise transfer or permit Tenant shall: (i) remain primarily liable for the transfer performance of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment all terms of this Lease, Tenant shall deliver written notice thereof (ii) pay all reasonable costs, including without limitation, attorney’s fees, incurred by Landlord in connection with such assignment, sublease or mortgage, and (iii) pay to Landlord fifty percent (50%) of any rental or any fees or charges received by Tenant (less the actual, reasonable expenses incurred by Tenant in connection with such re-letting as evidenced by written receipts thereof) in excess of the Annual Rental payable to Landlord hereunder as further rental under this Lease. Landlord’s consent to one assignment or sublease will not waive the requirement of its consent to any subsequent assignment or sublease as required herein. Upon notice to Landlord of a proposed sublease (for all or substantially all of the remaining Term) or assignment of all or any portion of the Premises (the “Tenant’s NoticeProposed Space”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of have the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 option within fifteen (15) days after its receipt of Tenant’s Notice (such notice, to terminate this Lease with respect to the Proposed Space, whereupon the parties hereto shall have no further rights or liabilities with respect to the Proposed Space except as otherwise expressly set forth herein. Notwithstanding the foregoing, provided no Tenant default has occurred and is continuing hereunder, Tenant may assign or sublet all required information). In no event may Tenant sublease or any portion of the Premises upon ten (10) days advance written notice to Landlord (but without Landlord’s consent) to an entity controlled by Tenant or assign which controls Tenant or in connection with a merger, consolidation, corporate reorganization, or a sale of all or substantially all of its assets or stock, provided that the new controlling entity has a consolidated net worth greater than or equal to Tenant’s consolidated net worth at the time of the proposed transfer (as evidenced by audited financials provided by said assignee). For purposes hereof, “control” shall be deemed to mean ownership of more than fifty percent (50%) of the ownership interest of any entity. In the event of a proposed assignment of this Lease or subletting of all or a part of the Premises, for which Landlord’s consent is required hereunder, Tenant shall submit to Landlord, in writing, (i) the name of the proposed assignee or sublessee, (ii) current financial statements, available to Tenant disclosing the financial condition of the proposed assignee or subtenant, (iii) the nature of the business of the proposed assignee or sublessee, and its proposed use of the Premises (any assignment or subletting being subject to restrictions on use contained in this Lease, the violation of which by the proposed assignee or sublessee shall constitute absolute grounds for Landlord’s denial of the requested assignment or subletting, such grounds not being the exclusive grounds for denial under clause (iii)) and (iv) the proposed commencement date of the assignment or subletting, together with a copy of the proposed assignment or sublease. Within thirty (30) days after its receipt of such notice, Landlord shall either approve or disapprove such proposed assignment or sublease in writing. Tenant shall promptly deliver a copy of the fully executed assignment or sublease to Landlord upon its receipt of same. Notwithstanding anything in this Lease to the contrary, Tenant further agrees that any other assignment or sublease shall be subject to the following additional limitations unless Tenant obtains Landlord’s prior consent: (i) in no event may Tenant assign this Lease or sublet all or any portion of the Premises to an existing tenant of the Project if Business Park or its subtenant or assignee (unless Landlord consents to such assignment or sublease or Landlord is not otherwise generally able to accommodate said existing tenant with comparable space in the Business Park); (ii) in no event shall the proposed subtenant or assignee be a person or entity with whom Landlord or its agent is negotiating and to or from whom Landlord, or its agent, has given or received any written proposal within the past three (3) months regarding a lease of space then available that would satisfy such other tenant’s space needs. in the Business Park; and (iii) Tenant shall submit not publicly advertise the rate for which Tenant is willing to sublet the Premises; and all public advertisements of the assignment of the Lease or sublet of the Premises, or any portion thereof, shall be subject to prior written approval by Landlord’s , such approval (which approval not to be unreasonably withheld or delayed. Said public advertisement shall include, but not be unreasonably withheldlimited to, conditioned the placement or delayed) display of any advertising which Tenant signs or its agents intend to use with respect to lettering on the space proposed to be subletexterior of the Premises or on the glass or any window or door of the Premises or in the interior of the Premises if it is visible from the exterior.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or The Lessee represents that occupancy of the Premisespremises is to be sublet to members of the Lessee's family and/or friends approved in writing prior by Lessor . At the time of the signing of the lease, Lessee agrees to notify the Lessor in writing of the names, ages, and alternate addresses (if any) of the occupants, up to four persons lawfully on the premises, and for whom the Lessee assumes full responsibility. Only with prior written assent of the Lessor, which assent is at the sole and absolute discretion of Lessor, the Lessee(s) may assign or sublet or allow an amendment of lease for early termination in respect to the premises during this lease, upon payment of a $450.00 administrative fee to individuals other than those names given at the time of signing of this agreement. Lessor reserves the right to refuse any change in occupants, assignments, or sub-leasing for any reason. All assignees or sublessees must provide all forms, information and meet all standards and requirements of an acceptable Lessee applicant prior to acceptance or occupancy. Lessee acknowledges that they are responsible for the full performance of this lease if a suitable replacement tenant is not found. The Lessor shall not be required to release any Lessee during the lease term. No person other than Lessee(s), or the accepted individuals listed at the signing of this lease, or any part thereof, indivudal accepted in writing by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days Lessor prior to the commencement date individual’s occupancy, are permitted to reside on the premises, nor shall Lessee's receive mail for or post the names of non-occupants on the mailbox. Payment of rent by an occupant or stranger not a party to this Lease Agreement shall not constitute either an acknowledgment of that person as an occupant or Lessee. Any money so tendered is accepted solely on behalf of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required informationnamed Lessee(s). In The Lessee further agrees that no event may Tenant sublease any portion person shall be permitted to occupy the premises unless the Lessee assumes full responsibility for such person whether or not Lessee has given Lessor written notice as provided herein. The Lessee designates all occupants on the premises as the Agent in Fact of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be subletLessee.

Assignment and Subletting. Tenant shall have the right, subject to the requirement of obtaining Landlord's prior written consent, such consent not to be unreasonably withheld or delayed by Landlord, to assign this Lease or sublet the whole or any portion of the Premises, which assignment or sublease shall be only for the Permitted Uses, it being understood that Tenant shall, as additional rent, reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting. No assignment or subletting shall affect the continuing primary liability of Tenant (awhich, following assignment, shall be joint and several with the assignee). Such consent by Landlord to any of the foregoing in a specific instance (i) Except shall be reasonable, subject to the provisions hereinafter provided, and (ii) shall be subject to the prior written approval of Landlord's mortgagee(s). Landlord's consent shall not be treated as provided having been withheld unreasonably if, in subsection connection with any such proposed assignment or subletting: (di) below, the terms of the proposed assignment or subletting do not prohibit further assignments of the Lease or subletting of the Premises without the prior written consent of Landlord, the granting of which may consent shall be withheld subject to the terms and conditions hereof, and in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord event shall not be unreasonably withhold, delay withheld or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth delayed; and/or (ii) in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or connection with an assignment of this Lease, Tenant shall deliver the assignee does not agree directly with Landlord, by written notice thereof instrument in form reasonably satisfactory to Landlord (“Tenant’s Notice”)Landlord, together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting without the

Assignment and Subletting. (a) Except as provided Tenant shall not assign, transfer or encumber this Lease or any part hereof and shall not sublet, grant licenses or concessions, nor allow any other occupant to come in, with or under Tenant, nor shall Tenant permit this Lease or the leasehold estate hereby created to become vested in subsection (d) belowor owned by any other person, firm or corporation by operation of law or otherwise without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) . Any such assignment or subletting shall only be approved under such conditions as Landlord may, in it sole discretion, determine. If Tenant is a corporation, then any advertising which type of transfer or assignment, whether by merger, consolidation, liquidation, or otherwise, or any change in the ownership or power to vote a majority of Tenant’s outstanding voting stock shall constitute a prohibited assignment for the purposes of this section, except for any such transfer where the person or entity with the controlling interest in Tenant continues as the person or entity with controlling interest in the transferee. Acceptance of rent by Landlord from anyone other than Tenant shall not be construed as a waiver by Landlord of the actions prohibited by this Section, nor as a release of Tenant from any obligation or liability under this Lease. In the event Landlord consents to an assignment or sublet by Tenant, Tenant, and any guarantor of Tenant, shall not be relieved from its agents intend obligations under this Lease. In lieu of giving any consent to use a sublet or an assignment of all the Leased Premises, Landlord may, at Landlord’s option, elect to terminate this Lease. In the case of a proposed subletting of a portion of the Leased Premises, Landlord may, at Landlord’s option, elect to terminate the Lease with respect to that portion of the space Leased Premises being proposed to for subletting. The effective date of any such termination shall be sublet30 days after the proposed effective date of any proposed assignment or subletting.

Assignment and Subletting. Section 13.1 Tenant shall not, without Landlord's prior written consent, ------------ which will not be unreasonably withheld: (a) Except as provided in subsection (d) belowassign, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assignconvey, mortgage, pledge, hypothecate encumber or otherwise transfer (whether voluntarily or permit the transfer of otherwise) this Lease or any interest under it (in the encumbering event Tenant is a corporation, any transfer, sale, pledge, or other disposition cumulatively of more than fifty (50%) of the corporate stock or voting securities of Tenant shall be deemed as assignment); (b) allow any transfer thereof or any lien upon the Tenant’s 's interest therein in whole or in part, by operation of Law or otherwise or permit law; (c) sublet the use or occupancy of the Premises, Premises or any part thereof, or (d) permit the use of occupancy of the Premises or any part thereof by anyone other than the Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may shall Landlord be held responsible for monetary damages for the withholding of consent. Notwithstanding any provision of this Lease on the contrary, Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheldreleased from any of its obligations hereunder as a result of any assignment or subletting, the acceptance of rent from any unapproved assignee or subtenant shall not constitute Landlord's consent to any such assignment or subletting, the consent to any assignment or subletting shall not be deemed a consent to any subsequent assignment or subletting, and no option to renew or extend this Lease or any other option that may be granted to Tenant in this Lease shall be exercisable by any assignee or subtenant, as Tenant agrees that all of such options to Tenant are personal to Tenant and may not be exercised by any other party. Landlord's consent to any assignment or subletting may be conditioned upon, among other things, the financial capabilities of the proposed assignee or delayed) any advertising which Tenant or its agents intend subtenant. Under no circumstances shall Landlord be required to use with respect consent to the space proposed assignment or subletting to be subletany party whose business Landlord determined is more likely to utilize hazardous substances or is more likely to adversely effect any insurance policy respecting the property.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may shall not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of assign this Lease or sublease the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, Premises or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for without Landlord’s approval (prior written consent, which approval consent shall not be unreasonably withheld, conditioned or delayed, and any attempt to do so without Landlord’s consent shall be void and of no effect. Furthermore, Tenant shall not mortgage, or pledge, its leasehold interest in this Lease. It shall be reasonable for the Landlord to withhold, delay or condition consent to any assignment or sublease if the intended use of the Premises by the assignee or sublessee would impact the operations of other tenants, their use of the Project, or impair Landlord’s ability to re-lease other space in the Building or Project. Tenant shall provide to Landlord all information concerning the assignee or sublessee as Landlord may reasonably request, and any approved assignment or sublease shall be (i) expressly subject to the terms and conditions of this Lease, and (ii) revocable if there is an uncured Event of Default, either at the time of notice or as of the effective date of the assignment or sublease. For purposes of this Paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any advertising which part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a “Tenant Affiliate”), without the prior written consent of Landlord. Landlord may charge Tenant $1,500 in connection with any assignment or sublease for which Xxxxxxxx’s consent is required. This Lease shall be binding upon Tenant and its agents intend successors and permitted assigns. Upon Xxxxxxxx’s receipt of Xxxxxx’s written notice of a desire to use assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days, terminate this Lease as of the commencement date specified in Tenant’s notice, with respect to the space proposed described in Tenant’s notice. Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant’s obligations shall remain liable for the payment of the Base Rent, Taxes, Monthly FOE and any other amounts due, and compliance with all of Tenant’s obligations under this Lease (regardless of whether Landlord’s approval has been obtained for any such assignment or subletting). In the event that the rent due by a sublessee or assignee exceeds the rental payable under this Lease, then Tenant shall pay to be subletLandlord all such excess as additional rent within 10 days following receipt by Tenant. If this Lease is assigned or if the Premises are subleased (whether in whole or in part), or if the Premises are occupied by anyone other than Tenant, then upon an Event of Default Landlord may collect rent from any occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without Without the prior written consent of Landlord, which may consent of Landlord shall not be withheld in Landlord’s sole discretionunreasonably withheld, conditioned or delayed, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant Xxxxxx agrees that the provisions governing sublease and assignment set forth in this Article Ten 10 shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty forty-five (2045) days prior to the commencement date of the term of the proposed sublease or assignment. If Xxxxxx proposes to sublease less than all of the Rentable Area of the Premises, the space proposed to be sublet and the space retained by Tenant must each be a marketable unit as reasonably determined by Landlord and otherwise in compliance with all Laws. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen thirty (1530) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease publicly offer or advertise all or any portion of the Premises for assignment or assign sublease at a rental less than that then sought by Landlord for a direct lease (non-sublease) of comparable space in the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needsProject. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.

Assignment and Subletting. (a) Except as provided in subsection (d) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, 10.1 Tenant may shall not sublease, assign, mortgage, pledge, hypothecate sublease or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in parttransfer, ("Transfer") to any party ("Transferee") voluntarily, by operation of Law law or otherwise otherwise, any interest herein or in the Premises, or permit any Transfer to occur, or permit the use or occupancy of the Premises, or Premises except for Tenant's own business operations by any part thereof, by anyone person other than Tenant and the agents and servants of Tenant, providedwithout in each case Landlord's prior written consent, however, if Landlord chooses which consent shall not be unreasonably withheld. Any such Transfer without Landlord's prior written consent shall be void. In determining whether to recapture the space proposed to be subleased or assigned as provided in Section 10.2grant such consent, Landlord may consider various factors including, but not limited to, the following: (a) business criteria relating to the proposed Transferee's background, experience, reputation, general operating ability and ability to perform Lease obligations, and potential for succeeding in its business, (b) financial criteria relating to the proposed Transferee's financial responsibility, credit rating and capitalization, (e) the identity and personal characteristics of the proposed Transferee and its invitees and guests, and (d) the nature of the proposed use and business of the proposed Transferee and its effect on the tenant mix of the Building, the public repute of the Building and the impact on the common areas or utility systems of the Building. Without limiting the generality of the foregoing, Landlord hereby reserves the right to condition any such consent upon Landlord's determination that (i) the proposed Transferee is at least as financially responsible as Tenant and at least as financially and morally responsible as Tenant then is or was upon the execution hereof, whichever is greater, (ii) the proposed Transferee shall use the Premises for a use compatible with other tenancies in the Building, and (iii) the proposed Transferee's use of the Premises will not adversely materially impact on the common areas or utility systems of the Building. Notwithstanding any provision of this Lease to the contrary, Tenant shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease proposed Transfer of any interest herein or in the Premises which would result in (a) detraction from the first-class character or image of the Premises Building or assignment of this Leasediminution in the value thereof, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20b) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises being occupied by more than two (2) tenants, or assign the Lease to (e) a breach by Landlord of any then-existing exclusive right in favor of any other tenant of the Project if Building, any loan obligation or agreement, any covenants, conditions and restrictions of record, or any insurance policy. Tenant shall give Landlord has space then available that would satisfy such other tenant’s space needsthirty (30) days prior written notice of its intention to Transfer its lease. Tenant shall submit the following information with such notice and with a written request for Landlord’s approval 's consent to any Transfer: (i) all Transfer and related documents, (ii) financial statements of the proposed Transferee, (iii) business, credit and personal references and history of the proposed Transferee, and (iv) such other information as Landlord may reasonably request relating to the proposed Transfer and the parties involved therein. Any transaction which approval does not comply with provisions of this Section shall be voidable at the option of Landlord. If Landlord disapproves the proposed Transfer, Tenant shall not complete such proposed Transfer. On the other hand, if Landlord approves such proposed Transfer, Tenant shall be unreasonably withheldrequired to pay Landlord's reasonable legal fees and other costs incurred in connection with Landlord's review of the proposed Transfer and the execution of documents reflecting such Transfer, conditioned or delayedplus an administrative fee of $500.00. In addition, in the event Landlord consents to the proposed Transfer: (i) any advertising subtenant of part or all of Tenant's interest in the Premises shall agree that in the event Landlord gives such subtenant notice that Tenant is in default under this Lease, such subtenant shall thereafter make all sublease or other payments direct to Landlord, which Tenant payments will be received by Landlord without any liability whether to honor the sublease or otherwise (except to credit such payments against sums due under the Lease); and any subtenant shall at Landlord's option agree to attorn to Landlord or its agents intend successors and assigns should the Lease be terminated for any reason, voluntarily, or otherwise, except that in no event shall Landlord or its successors or assigns be obligated to use with respect to accept such attornment, (ii) any such Transfer and consent shall be effected on forms, the space proposed to form and substance of which will be subletsupplied or approved by Landlord; and (iii) Landlord may require that Tenant not then be in default hereunder in any respect.

Assignment and Subletting. (a) Except as provided in subsection Tenant shall not voluntarily or by operation of law, (d1) below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of encumber this Lease or any interest herein, (2) assign or transfer this Lease or any interest herein, sublet the encumbering Premises or any part thereof, or any right or privilege appurtenant thereto, or (3) allow any other person (the employees, agents and invitees of Tenant’s interest therein in whole Tenant excepted) to occupy or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part portion thereof, by anyone other without first obtaining the written consent of Landlord. A change in control of Tenant shall constitute an assignment requiring Landlord’s consent. The transfer, on a cumulative basis, of more than Tenant, fifty percent (50%) of the voting control of Tenant shall constitute a change in control for this purpose; provided, however, if that the foregoing shall not apply to the sale of shares of stock in Tenant through a nationally recognized public stock exchange. When Tenant requests Landlord’s consent to any assignment or subletting, it shall notify Landlord chooses not to recapture in writing of the space name and address of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant and shall provide current financial statements for the proposed assignee or subtenant prepared in accordance with generally accepted accounting principles. Tenant shall also provide Landlord with a copy of the proposed sublet or assignment agreement, including all material terms and conditions thereof. Landlord shall have the option, to be subleased exercised within thirty (30) days of receipt of the foregoing, to (1) cancel this Lease, in the event of an assignment of this Lease or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the entire Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with for the identity balance of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to then existing Lease Term, as of the commencement date of the term of stated in the proposed sublease or assignment. Landlord shall notify , (2) acquire from Tenant the interest, or any portion thereof, in writing of its approval this Lease and/or the Premises that Tenant proposes to assign or disapproval of sublease, on the same terms and conditions as stated in the proposed sublease sublet or assignment agreement, (3) consent to the proposed assignment or sublease, or (4) refuse its decision consent to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises proposed assignment or assign the Lease to any other tenant of the Project if Landlord has space then available sublease, providing that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval consent shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.

Assignment and Subletting. (a) Except as provided in subsection (d) belowTenant shall not assign, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assigntransfer, mortgage, pledge, hypothecate hypothecate, or otherwise transfer or permit the transfer of encumber this Lease or any interest therein, nor sublet the encumbering of Tenant’s interest therein in whole Premises or in partany part thereof, by operation of Law or otherwise any right or privilege appurtenant thereto or permit the use or occupancy by any other party without the written consent of the PremisesLandlord first had and obtained, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its which consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising . Any attempted assignment, transfer, mortgage, encumbrance, or subletting without such consent shall be void and shall constitute a breach of this Lease without the need for notice to Tenant. Tenant shall give Landlord written notice of Tenant’s desire to assign or sublet all or some portion of the Premises and the date on which Tenant wishes to make such assignment or sublease, at least fifteen (15) days prior to such date. Such written notice shall set forth the name of the proposed assignee or sublessee, the nature of the business to be carried on in the Premises, the space to be assigned or sublet, the material terms and provisions of the proposed sublease or assignment, and such financial information as Landlord may reasonably request to the extent reasonably available. Landlord shall then have a period of fifteen (15) days following receipt of such notice and accompanying information within which to notify Tenant of its agents intend to use decision with respect to the space proposed sublease or assignment. If Landlord fails to respond in writing within such period, Tenant may send a second notice to Landlord which notice must state prominently “THIS IS A SECOND REQUEST. FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS WILL BE DEEMED TO CONSTITUTE A CONSENT TO THE TRANSFER.” If Landlord still fails to respond in writing within five (5) business days after receipt of the second notice, Landlord will be deemed to have consented to such assignment or sublease. If Landlord rejects Tenant’s request, it shall do so in writing and shall specify the reasons for not giving its consent. If (i) Tenant intends to (or does) sublease, in the aggregate, more than fifty percent (50%) of the Building and (ii) the term of such sublease is for more than half the term of the Lease remaining from the date of such sublease to the earlier of (A) the Termination Date and (B) the expiration date of this Lease (or any sub-sublease or other transfer of an interest in the Premises of more than fifty percent of the Building for a term of more than half the remaining Term of this Lease or if earlier, the Termination Date), Landlord shall then have a period of twenty (20) days [fifteen days plus the second five business day written notice as set forth above] following receipt of such written notice directly from Tenant and all information reasonably requested by Landlord with respect to such sublease within which to notify Tenant in writing that Landlord elects, in Landlord’s sole discretion either (i) to terminate this Lease as to that portion of the Premises then being proposed to be sublet.sublet as of the date so specified by Tenant, in which event Tenant will be relieved of all further obligations hereunder as to such portion of the Premises, or (ii) to permit Tenant to make such assignment or sublease subject to the following:

Assignment and Subletting. (a) Except as provided in subsection (d) belowLessee shall not assign this Lease, without or any interest therein, and shall not sublet the prior written consent of Landlordsaid Premises or any part thereof, which may be withheld in Landlord’s sole discretionor any right or privilege appurtenant thereto, Tenant may not subleaseor cause any other person or entity , assign, mortgage, pledge, hypothecate to occupy or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part portion thereof, by anyone other than Tenantwithout the advance written consent of Lessor. Notwithstanding the above, providedLessee may, howeverwithout the consent of Lessor, if Landlord chooses not to recapture assign this Lease or sublet all or any part of the space proposed to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent Premises to a bona fide subsidiary or affiliate of Lessee, an entity in which or with which Lessee merges or an entity which acquires all or substantially all of the assets of Lessee (“Excepted Party”). Any such assignment or subletting requiring Lessor’s consent made without Lessor’s consent shall be void, and shall, at the option of the Lessor, terminate this Lease. This Lease shall not, nor shall any interest therein, be assignable, as to the interest of Lessee, by operation of law, without the written consent of Lessor. Lessee and Lessor shall split equally (50/50) the Bonus Rent, as hereafter defined, actually received by the Lessee in connection with any subletting or assignment under this Section 10.1to a party other than an Excepted Party. Tenant agrees that As used herein “Bonus Rent” shall mean the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease consideration received by the Lessee for the subleasing of the Premises sublet premises or the assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with less the identity of amounts that remain payable by the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment Lessee under this Lease with respect to the affected portions of the Premises, less reasonable leasing broker and attorney costs associated with the transaction, and less the cost that Lessee is required to incur to perform its obligations under such proposed subtenant sublease or assignee at least twenty (20) days prior to the commencement date of assignment, including without limitation, any improvement costs amortized over the term of the proposed sublease or assignment. Landlord Notwithstanding Lessor’s obligation to provide reasonable approval, Lessor reserves the right to withhold its consent for any proposed sublessee or assignee of Lessee if the proposed sublessee or assignee is a user or generator of Hazardous Materials. If Lessee desires to assign its rights under this Lease or to sublet all or any part of the Premises to a party other than an Excepted Party, Lessee shall first notify Tenant in writing of its approval or disapproval Lessor of the proposed terms and conditions of such assignment or subletting. Notwithstanding the foregoing, Lessee may assign this Lease to an Excepted Party, provided there is no substantial reduction in the net worth of the resulting guarantor. Whether or not Lessor’s consent to a sublease or assignment is required, in the event of any sublease or assignment, Lessee shall be and shall remain primarily liable for the performance of all conditions, covenants, and obligations of Lessee hereunder and, in the event of a default by an assignee or sublessee, Lessor may proceed directly against the original Lessee hereunder and/or any other predecessor of such assignee or sublessee without the necessity of exhausting remedies against said assignee or sublessee. If Lessee merges or sells substantially all of its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (assets and all required information). In no event may Tenant sublease any portion the net worth of the Premises or assign the resulting entity is substantially less than that of Lessee, such sale shall be a default under this Lease to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be subletunless approved by Lessor.

Assignment and Subletting. (a) Except as provided in subsection (d) belowTenant shall not, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of assign this Lease or any interest herein or sublet the encumbering Premises or any part thereof. Any of Tenant’s interest therein in whole the foregoing acts without such consent shall be void. If at any time during the Term Tenant desires to assign this Lease or in part, by operation of Law sublet all or otherwise or permit the use or occupancy any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), and in the instance of a proposed sublease, the square footage to be subleased, a floor plan professionally drawn to scale depicting the proposed sublease area, and a statement of the duration of the proposed sublease (which shall in any part thereofand all events expire by its terras prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, exercisable by anyone other than notice given to Tenant within forty-five (45) days next following Landlord’s receipt of Tenant’s notice, provided, however, if Landlord chooses not elect to recapture the space proposed Premises if Tenant is proposing to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its consent to a subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease sublet more than twenty-five (25%) percent of the Premises or terminate this Lease in the event of an assignment. Regardless of Landlord’s consent, no subletting or assignment shall release Tenant of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with obligation or alter the identity primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder for the remainder of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least twenty (20) days prior to the commencement date of the term of the proposed sublease or assignmentthen current Lease Term. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision be entitled to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease a $250 fee for consenting to any other tenant of the Project if Landlord has space then available that would satisfy such other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned sublet or delayed) any advertising which Tenant or its agents intend to use with respect to the space proposed to be subletassignment.

Assignment and Subletting. (a) Except a. Landlord's Consent. Landlord's and Tenant's agreement with regard ------------------ to Tenant's right to transfer all or part of its interest in the Premises is as provided expressly set forth in subsection (d) belowthis Paragraph 13. Tenant agrees that, without the except upon Landlord's prior written consent of Landlordconsent, which may consent shall not (subject to Landlord's rights under Paragraph 13.d. below) be withheld in Landlord’s sole discretionunreasonably withheld, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of neither this Lease nor all or any part of the encumbering of Tenant’s leasehold interest therein in whole created hereby shall, directly or in partindirectly, voluntarily or involuntarily, by operation of Law law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or permit Tenant's legal representatives or successors in interest (collectively an "assignment") and neither the use or occupancy of the Premises, or Premises nor any part thereof, thereof shall be sublet or be used or occupied for any purpose by anyone other than TenantTenant (collectively, provideda "sublease"). Any assignment or subletting without Landlord's prior written consent shall, howeverat Landlord's option, if be void and shall constitute an Event of Default entitling Landlord chooses not to recapture the space proposed terminate this Lease and to be subleased or assigned as provided in Section 10.2exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord shall not unreasonably withhold, delay or condition may reasonably withhold its consent to a subletting an assignment or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten sublease, it shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient reasonable for Landlord to make withhold its consent where: (i) the assignment or subletting would increase the operating costs for the Building or the burden on the Building services, or generate additional foot traffic, elevator usage or security concerns in the Building, or create an informed judgment with respect to such proposed subtenant increased probability of the comfort and/or safety of Landlord and other tenants in the Building being compromised or assignee at least twenty reduced, (20ii) days prior the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the commencement date public (unless Tenant's permitted use is retail sales), a personnel or employment agency, an office or facility of any governmental or quasi- governmental agency or authority, a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or a facility for the term provision of social, welfare or clinical health services or sleeping accommodations (whether temporary, daytime or overnight); (iii) the proposed sublease assignee or assignment. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other subtenant is a prospective tenant of the Project if Building with whom Landlord is then negotiating to lease space in the Building and Landlord has adequate available space then available that would satisfy to meet such other prospective tenant’s 's space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheldrequirements, conditioned or delayed) any advertising which Tenant or its agents intend to use with respect to is a current tenant of the space proposed to be sublet.Building and Landlord has

Assignment and Subletting. (a) Except as provided in subsection (d) below, without Sublessee will not have the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate right to assign or otherwise transfer pledge this Sublease or permit to sublet the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in partany part of the Demised Premises, whether voluntarily or by operation of Law or otherwise law, or permit the use or occupancy of the Premises, or any part thereof, Demised Premises by anyone other than TenantSublessee, providedwithout (i) Sublessee obtaining and furnishing to Sublessor the written consent of the Base Lessor to such assignment or sublease, however(ii) Sublessee’s obtaining Sublessor’s prior written consent of each assignment or sublease, which Sublessor consent will not be unreasonably withheld, delayed or conditioned if Landlord chooses not Base Lessor has consented to recapture such assignment or sublease, and (iii) Sublessee’s sub-tenant agreeing to indemnify Sublessor to the space proposed same extent Sublessor is indemnified under this Sublease. Such restriction will be binding upon any assignee or sublettee to be subleased or assigned as provided in Section 10.2, Landlord shall not unreasonably withhold, delay or condition its which Sublessor has consented. In the event that Sublessee wishes Sublessor’s consent to a specific subletting or assignment under this Section 10.1. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Leaseassignment, Tenant shall deliver Sublessee will give written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee Sublessor at least thirty (30) days but no more than one hundred twenty (20120) days prior to the proposed commencement date of such specific subletting or assignment, which notice will set forth the term name of the proposed sublease sublettee or assignment. Landlord shall notify Tenant in writing assignee, the proposed use of its approval a portion or disapproval all of the Demised Premises by the sublettee or assignee, and copies of financial information on the proposed sublease sublettee or assignee. Notwithstanding any permitted assignment or its decision to exercise its rights under Section 10.2 within fifteen (15) days after receipt of Tenant’s Notice (subletting, Sublessee will at all times remain directly, primarily, and all required information). In no event may Tenant sublease any portion fully responsible for and liable for the payment of the rent herein specified and for compliance with all Sublessee’s other obligations under the terms, provisions, and covenants of this Sublease. Upon the occurrence of an event of default by Sublessee, if the Demised Premises or assign the Lease any part thereof are then assigned or sublet, Sublessor, in addition to any other tenant remedies herein provided, or provided by law, may, at Sublessor’s option, collect directly from assignee or sublettee, all rents due and becoming due to Sublessor under such assignment or sublease and apply such rent against any sums due to Sublessor from Sublessee hereunder, and no such collection will be construed to constitute a novation or a release Sublessee from the further performance of Sublessee’s obligations hereunder. Notwithstanding anything in the Project if Landlord has space then available that would satisfy foregoing, either party may assign this Sublease in connection with a sale of all or substantially all of such party’s assets or business or a merger, reorganization, consolidation, or other tenant’s space needs. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld, conditioned change of control transaction or delayed) to any advertising which Tenant or of its agents intend to use with respect to the space proposed to be subletaffiliates.