Common use of Assignment or Subletting Clause in Contracts

Assignment or Subletting. TENANT agrees that it shall not, without the prior written consent of the LANDLORD, which LANDLORD may not unreasonably withhold, hypothecate, pledge or otherwise encumber this Lease, assign its interest herein, or make any sublease or permit occupancy of the Premises or any part thereof by anyone other than the TENANT, voluntarily or by operation of law. If TENANT shall be a corporation, any transfer of a majority of the capital stock of said corporation shall be deemed to be an assignment of this Lease. If TENANT shall be a partnership or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporations.

Assignment or Subletting. TENANT agrees that it 30.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), without the Landlord’s prior written consent of the LANDLORDconsent, which LANDLORD consent Landlord may not unreasonably withhold, hypothecate, pledge condition or otherwise encumber this Lease, assign its interest herein, or make any sublease or permit occupancy of delay. Tenant shall have the right to Transfer without Landlord’s prior written consent the Premises or any part thereof by anyone other than hereof to any person that as of the TENANTdate of determination directly, voluntarily or by operation indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Tenant (“Tenant’s Affiliate”), or any person or entity that acquires all or substantially all of law. If TENANT shall be a corporation, any transfer of a majority of Tenant’s assets or all the capital stock or other ownership interest in Tenant; any entity with which Tenant merges, regardless of said corporation whether Tenant is the surviving entity; or any person or entity that acquires all or substantially all of the business or assets operated or located on the Premises (“Successor”); provided that such Successor assumes in writing all of Tenant’s obligations under the Lease and the Successor at the time of such Transfer shall be deemed have no less than Twenty-Five Million Dollars ($25,000,000) in cash or cash equivalent assets; and provided, further, that a Successor does not become a Successor for purposes of a sham or to be an assignment evade the requirements of Applicable Laws or this Lease. If TENANT Tenant shall be notify Landlord in writing at least ten (10) days prior to the effectiveness of such Transfer to Tenant’s Affiliate or Successor (an “Exempt Transfer”). In the event the disclosure of such Exempt Transfer would violate Applicable Laws or involve the disclosure to Landlord of material non-public information (a partnership “Confidentiality Issue”), then Tenant shall notify Landlord of such Exempt Transfer within two (2) business days following its consummation, Tenant shall otherwise comply with the requirements of this Lease regarding such Exempt Transfer. For purposes of Exempt Transfers, “control” requires both (a) owning (directly or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance indirectly) more than fifty percent (50%) of the covenants stock or other equity interests of another person and agreements herein contained on (b) possessing, directly or indirectly, the part of TENANT power to be performed and observed, such liability to be joint and several with that of any assignee direct or sublessee, as cause the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess direction of the Base management and Additional Rent reserved hereunder after allowing TENANT to recover the costs policies of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationsperson.

Assignment or Subletting. TENANT agrees that it (1) The Tenant shall notnot assign this Lease or any part thereof, nor sublet or part with or share the occupation. control or possession of the Leased Premises or any part thereof without the prior written consent of the LANDLORD, which LANDLORD may not unreasonably withhold, hypothecate, pledge Landlord. The prohibition against assignment and subletting includes assignments or otherwise encumber this Lease, assign its interest herein, sublettings by operation of law including an assignment resulting from the merger or make any sublease or permit occupancy consolidation of the Premises Tenant. If at any time, the Tenant wishes to assign this Lease or to sublet the whole or any part thereof of the Leased Premises, or part with or share the occupation, control or possession of the whole or any part of the Leased Premises (herein sometimes referred to as a "Transfer") the Tenant shall give notice to the Landlord (i) which shall include an offer by anyone other the Tenant to the Landlord to have the Landlord act as the Tenant's broker with respect to any assignment and subletting (the "Brokerage Offer") and (ii) which shall include a first offer to surrender this Lease (the "Surrender Offer") in respect of the whole or any part of the Leased Premises (the "Subject Area") which the Tenant wishes to Transfer. Notice of the Tenant's intent to assign or sublet, of the Brokerage Offer and the Surrender Offer shall be given to the Landlord not less than ninety (90) days prior to the TENANT, voluntarily date on which the Tenant proposes that the surrender be effective. The Landlord shall have a period of fifteen (15) Business Days after such notice is given to accept or by operation of lawto decline the Brokerage Offer and the Surrender Offer. If TENANT the Landlord declines the Brokerage Offer or does not respond thereto, within such period, the Tenant shall be free to retain such brokerage firm as the Tenant considers appropriate. If the Landlord elects to act as the Tenant's broker, the brokerage agreement shall be consistent with industry standards, as determined by the Landlord acting reasonably. If the Landlord accepts the Surrender Offer, then this Lease shall terminate with respect to the Subject Area on the date proposed in the Surrender Offer (or if none is proposed, upon a corporationdate selected by the Landlord), unless the Tenant notifies the Landlord in writing within three (3) Business Days after receiving notice from the Landlord of such termination, that the Tenant has decided not to proceed with the Transfer. The Landlord shall, in addition to the right of termination set out in the preceding sentence, have the right to sublease from the Tenant, the Subject Area on the same terms and conditions as set out in any transfer of a majority proposed subletting by the Tenant, except in respect of the capital stock of said corporation Basic Rent which shall be deemed to be an assignment of this Lease. If TENANT shall be a partnership or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance lesser of the covenants and agreements herein contained on Basic Rent payable by the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or Tenant under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood or the Basic Rent specified in such proposed subletting and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore Landlord shall have the further right in such case thereafter to notify TENANT that LANDLORD elects sublease the subject area without requiring the further consent of the Tenant as sublessor and to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon in respect of the execution subject area by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect giving written notice to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationsTenant.

Assignment or Subletting. TENANT agrees that it Neither Tenant nor Tenant's legal representatives or successors in interest by operation of law or otherwise shall notassign, mortgage, or otherwise encumber this Lease or enter into a sublease or license agreement with respect to all or any portion of the Premises or permit all or any portion of the Premises to be used by others, without the prior written consent of the LANDLORDLandlord, which LANDLORD may consent shall not be unreasonably withholdwithheld, hypothecateconditioned or delayed. Notwithstanding the foregoing, pledge or otherwise encumber this Lease, assign its interest hereinLandlord's consent shall not be required in connection with (i) any transfer of equity interests in Tenant, or make (ii) any sublet or assignment to (1) any affiliated entity under common control with Tenant, (2) the surviving entity resulting from a merger or consolidation of Tenant, (3) the acquiror of substantially all of Tenant's assets. No subsequent modification or amendment of any sublease or assignment may made without Landlord's prior written consent. In the event Landlord shall consent to the assignment or sublease, then the Landlord shall have the right, upon five (5) days prior written notice to Tenant, to require Tenant thereafter to pay to Landlord a sum equal to fifty percent (50%) of (i) any Rent or other consideration paid to Tenant by any assignee or sublessee which is in excess of the Rent, Expenses and any other charges then being paid by Tenant to Landlord for the subleased space or assigned space pursuant to the terms hereof, and (ii) any other profit or gain realized by Tenant from any subletting or assignment after netting out Tenant's cost of marketing the Premises, real estate commissions, any tenant allowance that is actually utilized in the Premises or rental concession made by Tenant to any assignee or sublessee. Nothing contained herein shall reduce the amount payable to Landlord to a sum less than that which Landlord would otherwise have received if the Premises had not been subleased or assigned. All sums payable hereunder by Tenant shall be paid to Landlord as Additional Rent immediately upon receipt thereof by Tenant. Consent by Landlord to an assignment or subletting shall not relieve Tenant from the obligation to obtain Landlord's written consent to any further assignment or subletting. If Landlord consents to an assignment or subletting, in no event shall any permitted assignee or subtenant assign or encumber this Lease or its sublease, or further sublet all or any portion of its sublet space, or otherwise suffer or permit occupancy of the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. If this Lease is nevertheless assigned or transferred, or the Premises or any part thereof are sublet or occupied by anyone other than Tenant, Landlord may, at its option, accept Rent directly from such assignee, subtenant, transferee, or occupant and apply the TENANTnet amount thereof to the Rent reserved in this Lease, voluntarily but no such assignment, subletting, occupancy, or by operation acceptance of law. If TENANT shall be a corporation, any transfer of a majority of the capital stock of said corporation Rent shall be deemed a waiver of the requirement for Landlord's consent set forth in this section or constitute a novation or otherwise release Tenant from its obligations under this Lease. The joint and several liability of Tenant and any immediate and remote successor in interest of Tenant (by assignment or otherwise), and the due performance of the obligations of this Lease on Tenant's part to be performed or observed, shall not in any way be discharged, released, or impaired by any (i) agreement which modifies any of the rights or obligations of the parties under this Lease, except for an assignment agreement by Landlord expressly releasing such liability (which may be provided by Landlord in Landlord's sole discretion), (ii) stipulation which extends the time within which an obligation under this Lease is to be performed, (iii) waiver of the performance of an obligation required under this Lease, or (iv) failure to enforce any of the obligations set forth in this Lease. If TENANT shall be a partnership or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply Landlord consents to any assignment or subletting, Tenant shall pay all out-of-pocket costs and expenses reasonably incurred by Landlord in connection with the assignment or sublease between TENANT transaction, including Landlord's attorneys' fees not to exceed $2,500.00 in each instance. Landlord may assign or encumber its interest under this Lease. If any portion of the Premises is sold, transferred, or leased, or if Landlord's interest in any underlying lease of the Premises is transferred or sold, Landlord shall be relieved of all future obligations and any liabilities under this Lease. In the event of its affiliatessuch sale, subsidiariestransfer, partnersor lease, parent corporationssubject to the assignment and assumption of this Lease by such transferee, joint ventures or sister corporationsLandlord shall also be relieved of all existing obligations and liabilities of Landlord under this Lease.

Assignment or Subletting. TENANT agrees that it 29.1 Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, except during the continuance of any default by Tenant under this Lease and so long as Tenant has not been in Default more than once during the immediately preceding twelve (12) months and has not been in Default more than twice during the Term, (a) Tenant shall have the right to Transfer without Landlord’s prior written consent of the LANDLORD, which LANDLORD may not unreasonably withhold, hypothecate, pledge or otherwise encumber this Lease, assign its interest herein, or make any sublease or permit occupancy of the Premises or any part thereof by anyone other than the TENANT, voluntarily or by operation of law. If TENANT shall be a corporation, to any transfer of a majority person that as of the capital stock date of said corporation determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Tenant or that becomes a parent or successor of Tenant by reason of merger, consolidation, public offering, reorganization, dissolution or sale of stock, membership or partnership interests or assets (“Tenant’s Affiliate”), provided that Tenant shall be deemed notify Landlord in writing at least ten (10) days prior to be the effectiveness of such Transfer (unless Tenant is restricted from notifying Landlord prior to the effectiveness of such Transfer because of confidentiality restrictions on Tenant, in which case Tenant shall notify Landlord within ten (10) days following the effectiveness of such Transfer) to Tenant’s Affiliate (an assignment “Exempt Transfer”) and otherwise complies with the requirements of this Lease. If TENANT shall be a partnership Lease regarding such Transfer, and provided further that Tenant may not Transfer all or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance portion of the covenants Premises to any Tenant Affiliate more than once during any twelve (12) month period or twice during the Term without Landlord’s prior written consent, and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore (b) Tenant shall have the right to sublease a portion of the Premises of approximately three thousand (3,000) square feet to Abide Therapeutics for a portion of the Term, provided that Tenant shall notify Landlord in writing at least ten (10) days prior to the effectiveness of such case Transfer to notify TENANT that LANDLORD elects Abide Therapeutics and otherwise complies with the requirements of this Lease regarding such Transfer. For purposes of Exempt Transfers, “control” requires both (x) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (y) possessing, directly or indirectly, the power to terminate direct or cause the direction of the management and policies of such person. Notwithstanding the foregoing, the raising of capital by an offering of stock or ownership interest in Tenant shall not be deemed a Transfer for purposes of this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply require Landlord’s consent. Except for an Exempt Transfer, Tenant shall not perform a Transfer to any assignment or sublease between TENANT and any with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of its affiliates, subsidiaries, partners, parent corporations, joint ventures Landlord to lease premises at the Project or sister corporationsa property owned by Landlord or an affiliate of Landlord.

Assignment or Subletting. TENANT agrees that it 30.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), without the Landlord’s prior written consent of the LANDLORDconsent, which LANDLORD consent Landlord may not unreasonably withhold, hypothecate, pledge condition or otherwise encumber this Lease, assign its interest herein, or make any sublease or permit occupancy of delay. Tenant shall have the right to Transfer without Landlord’s prior written consent the Premises or any part thereof by anyone other than the TENANT, voluntarily or by operation of law. If TENANT shall be a corporation, hereof to any transfer of a majority person that as of the capital stock date of said corporation shall be deemed to be an assignment of this Lease. If TENANT shall be a partnership determination and at all times thereafter directly, or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trustindirectly through one or more intermediaries, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment controls, is controlled by, or subletting by TENANTis under common control with Tenant (“Tenant’s Affiliate”); provided that, TENANT shall remain primarily liable for the performance and observance of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by lawApplicable Laws, Tenant notifies Landlord in writing at least ten (10) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Affiliate Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer (and if such prior notification is not permitted by Applicable Laws, as soon as reasonably practicable). The above In addition, Tenant may, without Landlord’s prior written consent but upon prior written notice to Landlord, Transfer the Premises in its entirety in connection with a merger or acquisition of Tenant by a person other than a Tenant Affiliate; provided that, to the extent permitted by Applicable Laws, Tenant notifies Landlord in writing at least ten (10) days prior to the effectiveness of such Transfer (in sufficient detail to allow Landlord’s tax counsel to determine whether the Transfer would be prohibited by the last sentence of Section 30.3) and, if prior notice is not permitted by Applicable Laws, within ten (10) days after the effectiveness of such Transfer; and provided, further, that, if a Transfer described in this sentence would be prohibited by the last sentence of Section 30.3 (as determined by Landlord’s tax counsel), then Landlord may either elect to (a) permit the Transfer notwithstanding the last sentence of Section 30.3 or (b) upon Landlord’s notice to Tenant (delivered no later than fourteen (14) days after Tenant notifies Landlord of the Transfer pursuant to this Section), terminate this Lease as of the date of the effectiveness of such Transfer (except for the provisions hereof that expressly survive the expiration or earlier termination hereof). If Landlord terminates this Lease pursuant to Subsection 30.1(b), then Tenant shall not apply be liable to any assignment or sublease between TENANT Landlord for default damages equal to (i) the amounts described in Sections 32.5(a)-(c) plus (ii) the then-unamortized amount of the items listed in Subsections 3.2(a)-(b) (provided that, if such early termination occurs prior to the Permitted Early Termination Date, then, for the sake of this sentence, the amounts calculated pursuant to Sections 32.5(b) and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporations.(c) shall be calculated using the Permitted Early Termination Date). For purposes of

Assignment or Subletting. TENANT Tenant covenants and agrees that it shall notnot to make or permit a Transfer by Xxxxxx, as hereinafter defined, without the Xxxxxxxx’s prior written consent of the LANDLORDconsent, which LANDLORD may consent shall not be unreasonably withholdwithheld, hypothecate, pledge conditioned or otherwise encumber this Lease, assign its interest herein, or make any sublease or permit occupancy of the Premises or any part thereof delayed. A Transfer by anyone other than the TENANT, voluntarily or by operation of law. If TENANT Tenant shall be a corporation, any transfer of a majority of the capital stock of said corporation shall be deemed to be include an assignment of this Lease, a sublease of all or any part of the Demised Premises or any assignment, sublease, license, franchise, transfer, mortgage, pledge or encumbrance of all or any part of Tenant’s interest under this Lease or in the Demised Premises, by operation of law or otherwise, or the use or occupancy of all or any part of the Demised Premises by anyone other than Tenant. If TENANT Any such Transfer by Tenant without Landlord’s written consent shall be void and shall constitute a partnership default under this Lease. In the event Landlord consents to any Transfer by Tenant, Tenant shall not be relieved of its obligations under this Lease and Tenant shall remain liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease, to the same extent as though no Transfer by Xxxxxx had been made, unless specifically provided to the contrary in Landlord’s prior written consent. The acceptance of rent by Landlord from any person other than Tenant shall not be deemed to be a waiver by Landlord of the provisions of this Section or of any other provision of this Lease and any consent by Landlord to a Transfer by Tenant shall not be deemed a consent to any subsequent Transfer by Xxxxxx. In giving or withholding its consent to a proposed Transfer by Xxxxxx, Landlord shall be entitled to consider any reasonable factor, including but not limited partnership to the following: (a) financial strength and credit history of the proposed subtenant/assignee; (b) business reputation of the proposed subtenant/assignee; (c) proposed use of the Demised Premises by the proposed subtenant/assignee; (d) managerial and operational skills of the proposed subtenant/assignee; and (e) compatibility of the proposed subtenant with other tenants of the Building. Notwithstanding the foregoing, Tenant may assign this Lease or sublet any or all of its leasehold interest in the Demised Premises to an affiliate, subsidiary, or parent corporation of Tenant; (ii) resulting entity from a merger or consolidation involving Tenant; or (iii) an entity purchasing all or substantially all of the assets of Tenant, in each case without Landlord’s consent, provided that Tenant gives written notice to Landlord with a copy of the assignment or sublease and the assignee or sublessee agrees in writing with Landlord to be bound by the terms and conditions of the Lease; provided further that no such notice or consent shall be required in connection with the transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer voting stock or interests of beneficial interest therein shall be such an assignmentTenant. Notwithstanding Despite any assignment or subletting by TENANTsublease, TENANT shall remain primarily liable for the performance and observance Tenant will not be relieved of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or obligations under this Lease thereby agreeing so to be bound. Without limitationLease, it is expressly understood and agreed that no assignment of TENANT'S interest in Xxxxxx remains liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublesseeLease, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, same extent as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any though no assignment or sublease between TENANT by Xxxxxx had been made. Tenant covenants and agrees that in the event Landlord consents to a sublease by Tenant, Tenant and Tenant’s Subtenant shall enter into the form of Sublease, Assumption and Consent Agreement attached hereto as Exhibit E, and in the event Landlord consents to an assignment, Tenant and Tenant’s assignee shall enter into the form of Assignment, Assumption, and Consent Agreement attached hereto as Exhibit F, or the standard form of agreement in each case then being used by Landlord for subleases and assignments. In the event Tenant or Tenant’s transferee requests any changes or revisions to any such agreement, Tenant shall pay to Landlord, within ten (10) days after demand by Landlord, the reasonable costs and expenses of its affiliatesLandlord in connection with any request by Tenant for consent to a Transfer, subsidiaries, partners, parent corporations, joint ventures or sister corporationsincluding attorneys’ fees.

Assignment or Subletting. TENANT Tenant covenants and agrees that it shall notnot to make or permit a Transfer by Xxxxxx, as hereinafter defined, without the Xxxxxxxx’s prior written consent of the LANDLORDconsent, which LANDLORD may consent shall not be unreasonably withholdwithheld, hypothecate, pledge conditioned or otherwise encumber this Lease, assign its interest herein, or make any sublease or permit occupancy of the Premises or any part thereof delayed. A Transfer by anyone other than the TENANT, voluntarily or by operation of law. If TENANT Tenant shall be a corporation, any transfer of a majority of the capital stock of said corporation shall be deemed to be include an assignment of this Lease, a sublease of all or any part of the Demised Premises or any assignment, sublease, license, franchise, transfer, mortgage, pledge or encumbrance of all or any part of Tenant’s interest under this Lease or hi the Demised Premises, by operation of law or otherwise, or the use or occupancy of all or any part of the Demised Premises by anyone other than Tenant. If TENANT Any such Transfer by Tenant without Landlord’s written consent shall be void and shall constitute a partnership default under this Lease. In the event Landlord consents to any Transfer by Tenant, Tenant shall not be relieved of its obligations under this Lease and Tenant shall remain liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease, to the same extent as though no Transfer by Xxxxxx had been made, unless specifically provided to the contrary in Landlord’s prior written consent. The acceptance of rent by Landlord from any person other than Tenant shall not be deemed to be a waiver by Landlord of the provisions of this Section or of any other provision of this Lease and any consent by Landlord to a Transfer by Tenant shall not be deemed a consent to any subsequent Transfer by Xxxxxx. In giving or withholding its consent to a proposed Transfer by Xxxxxx, Landlord shall be entitled to consider any reasonable factor, including but not limited partnership to the following: (a) financial strength and credit history of the proposed subtenant/assignee; (b) business reputation of the proposed subtenant/assignee; (c) proposed use of the Demised Premises by the proposed subtenant/assignee; (d) managerial and operational skills of the proposed subtenant/assignee; and (e) compatibility of the proposed subtenant with other tenants of the Building. Notwithstanding the foregoing, Tenant may assign this Lease or sublet any or all of its leasehold interest in the Demised Premises to an affiliate, subsidiary, or parent corporation of Tenant; (ii) resulting entity from a merger or consolidation involving Tenant; or (iii) an entity purchasing all or substantially all of the assets of Tenant, in each case without Landlord’s consent, provided that Tenant gives written notice to Landlord with a copy of the assignment or sublease and the assignee or sublessee agrees in writing with Landlord to be bound by the terms and conditions of the Lease; provided further that no such notice or consent shall be required in connection with the transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer voting stock or interests of beneficial interest therein shall be such an assignmentTenant. Notwithstanding Despite any assignment or subletting by TENANTsublease, TENANT shall remain primarily liable for the performance and observance Tenant will not be relieved of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or obligations under this Lease thereby agreeing so to be bound. Without limitationLease, it is expressly understood and agreed that no assignment of TENANT'S interest in Xxxxxx remains liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublesseeLease, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, same extent as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any though no assignment or sublease between TENANT by Xxxxxx had been made. Tenant covenants and agrees that in the event Landlord consents to a sublease by Tenant, Tenant and Tenant’s Subtenant shall enter into the form of Sublease, Assumption and Consent Agreement attached hereto as Exhibit E, and in the event Landlord consents to an assignment, Tenant and Tenant’s assignee shall enter into the form of Assignment, Assumption, and Consent Agreement attached hereto as Exhibit F, or the standard form of agreement in each case then being used by Landlord for subleases and assignments. In the event Tenant or Xxxxxx’s transferee requests any changes or revisions to any such agreement, Tenant shall pay to Landlord, within ten (10) days after demand by Landlord, the reasonable costs and expenses of its affiliatesLandlord in connection with any request by Tenant for consent to a Transfer, subsidiaries, partners, parent corporations, joint ventures or sister corporationsincluding attorneys’ fees.

Assignment or Subletting. TENANT agrees that it 29.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent. Notwithstanding the foregoing, Tenant shall have the right to Transfer without Landlord’s prior written consent of the LANDLORD, which LANDLORD may not unreasonably withhold, hypothecate, pledge or otherwise encumber this Lease, assign its interest herein, or make any sublease or permit occupancy of the Premises or any part thereof by anyone other than the TENANT, voluntarily or by operation of law. If TENANT shall be a corporation, to (i) any transfer of a majority person that as of the capital stock date of said corporation shall be deemed determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Tenant (“Tenant’s Affiliate”) or (ii) any entity that succeeds to be an assignment of this Lease. If TENANT shall be a partnership or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S Tenant’s interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity merger, sale or acquisition (whereby the sale or acquisition consists of all or substantially all of Tenant’s stock and assets), consolidation or reorganization (“Tenant’s Successor”), provided that (x) Tenant shall notify Landlord in dealing with such assignee or sublessee writing at least ten (10) days prior to the extent permitted by laweffectiveness of such Transfer to Tenant’s Affiliate or Tenant’s Successor (each, an “Exempt Transfer”), (y) if Tenant ceases to exist as an ongoing business as a result of such Exempt Transfer, Tenant’s Successor must have a net worth equal to or greater than the net worth of Tenant as of the date immediately preceding such Transfer and (z) Tenant shall otherwise comply with the requirements of this Lease regarding such Transfer. For purposes of Exempt Transfers, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. The above issuance or transfer of equity in Tenant shall be deemed an Exempt Transfer. In no event shall Tenant perform a Transfer at a net effective sublease rental rate that is less than ninety percent (90%) of the then fair market value for comparable office and laboratory space in the Watertown area to or with an entity that is a tenant at the Project, or that is in discussions or negotiations with Landlord to lease premises at the Project if Landlord has, or will have within the next three (3) months, comparable available space in the Project. In the event that Landlord does not have, or will not have within the next three (3) months, comparable available space in the Project, then the net effective rental rate to be charged by Tenant in connection with a Transfer shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationsbe restricted.

Assignment or Subletting. TENANT agrees that it Tenant shall notnot assign, without the prior written consent of the LANDLORDpledge, which LANDLORD may not unreasonably withhold, hypothecate, pledge mortgage or otherwise transfer or encumber this Lease, assign its interest herein, nor sublet all or make any sublease or permit occupancy part of the Premises or any part thereof permit the same to be occupied or used by anyone other than Tenant or its employees without Landlord’s prior written approval, which Landlord agrees not unreasonably to withhold. It will not be unreasonable for Landlord to withhold consent if the TENANTreputation, voluntarily financial responsibility, or business of a proposed assignee or subtenant is unsatisfactory to Landlord, or if Landlord deems such business not to be consonant with that of other tenants in the Building, or if the intended use by operation of lawthe proposed assignee or subtenant conflicts with any commitment made by Landlord to any other tenant in the Building. If TENANT Tenant’s request for approval shall be a corporationin writing and contain the name, any transfer of a majority address, and description of the capital stock business of said corporation the proposed assignee or subtenant, its most recent financial statement and other evidence of financial responsibility, its intended use of the Premises, and the terms and conditions of the proposed assignment or subletting. Within thirty (30) days from receipt of such request Landlord shall be deemed either: (a) grant or refuse consent; or (b) elect to be require Tenant (i) to execute an assignment of lease or sublease of Tenant’s interest hereunder to Landlord or its designee upon the same terms and conditions as are contained herein, together with an assignment of Tenant’s interest as sublessor in any such proposed sublease, or (ii) if the request is for consent to a proposed assignment of this Lease, to terminate this Lease and the term hereof effective as of the last day of the third month following the month in which the request was received. If TENANT Each assignee or sublessee of Tenant’s interest hereunder shall assume and be deemed to have assumed this Lease and shall be a partnership or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment liable jointly and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable severally with Tenant for all payments and for the due performance of all terms, covenants, conditions and observance of the covenants and agreements provisions herein contained on the Tenant’s part of TENANT to be observed and performed and observed, such liability to be joint and several with that for the portion of any assignee the Premises assigned or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be boundsublet. Without limitation, it is expressly understood and agreed that no No assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT binding upon Landlord unless the assignee shall deliver to LANDLORD Landlord an agreement from instrument in recordable form containing a covenant of assumption by the assignee, but the failure or refusal of an assignee to sublessee, which agreement execute the same shall be reasonably satisfactory to LANDLORD in form and substance and not release assignee from its liability as set forth herein. Tenant shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORDLandlord, as Addition RentAdditional Rent hereunder, an amount equal to one half hundred percent (100%) of all payments subrents or other sums or economic consideration received by TENANT in consideration thereofTenant (after deducting Tenant’s reasonable costs of re-letting), whether denominated as rent rentals or otherwise, in excess of the Base and Additional Rent reserved monthly sums which Tenant is required to pay under this Lease. Any consent by Landlord hereunder after allowing TENANT to recover shall not constitute a waiver of strict future compliance by Tenant of the costs provisions of subletting. LANDLORD furthermore shall have this Section 25 or a release of Tenant from the right full performance by Tenant of any of the terms, covenants, provisions, or conditions in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationscontained.

Assignment or Subletting. TENANT Tenant agrees that it shall notnot to sell, assign, mortgage, pledge or in any manner transfer this Lease or any estate or interest thereunder and not to sublet the Leased Premises or any part or parts thereof without the prior written consent of Landlord in each instance which consent shall not be unreasonably withheld. Consent by Landlord to one assignment of this Lease or to one licensing or subletting of the LANDLORDLeased Premises shall not be a waiver of Landlord's rights hereunder as to subsequent assignment or subletting. Landlord's rights to assign this Lease are and shall remain unqualified. The foregoing notwithstanding, commencing as of April 1, 2000, Tenant shall have the right to assign this Lease in its entirety, or sublet all or any portion or portions of the Leased Premises, without the necessity of obtaining the consent of Landlord provided that Persoft, Inc. (provided it then currently leases space from Landlord in the Building and is not then in default under the terms of its lease with Landlord) shall have a first right of refusal to lease any block of space exceeding 2,000 square feet which LANDLORD may not unreasonably withholdTenant makes available for sublease or assignment to unrelated and unaffiliated parties. This right of first refusal shall be exercised as follows: Tenant, hypothecate, pledge upon determining that such space has or otherwise encumber will become available for rental during the term of this Lease, assign its interest hereinshall provide to Persoft, or make any sublease or permit occupancy Inc. written notice addressed to 000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxx, specifying the date on which such space will be available, the number of square feet of floor space comprising such space, and the Premises or any part thereof rental rate therefor. Persoft, Inc. may elect to rent such space by anyone other than written notice delivered to Tenant within fourteen (14) days following the TENANT, voluntarily or by operation date of lawTenant's notice. Persoft Inc.'s written notice shall obligate it to lease such space on the terms proposed in Tenant's notice. If TENANT Tenant has not received Persoft, Inc.'s notice within such fourteen (14) day period, Persoft, Inc.'s right to lease such space shall be end provided Tenant actually leases such space within 90 days thereafter and further provided that Persoft, Inc. shall have a corporationright of first refusal to lease such space, any transfer of a majority of if such space again becomes available for rental during the capital stock of said corporation shall be deemed to be an assignment term of this Lease. If TENANT shall be a partnership or limited partnership a transfer of any partnership interest therein shall be deemed No such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT sublet shall remain primarily liable for the performance and observance relieve Tenant of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationsobligations hereunder unless Landlord expressly agrees otherwise.

Assignment or Subletting. TENANT agrees that it 29.1 Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent. In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project or a property owned by Landlord or an affiliate of Landlord. Notwithstanding the foregoing, Tenant shall have the right to Transfer without Landlord’s prior written consent of the LANDLORD, which LANDLORD may not unreasonably withhold, hypothecate, pledge or otherwise encumber this Lease, assign its interest herein, or make any sublease or permit occupancy of the Premises or any part thereof to any person or entity that, by anyone other than the TENANT, voluntarily or by operation of law. If TENANT shall be a corporation, any transfer way of a majority bona fide, arms-length transaction with legitimate business purposes not intended to circumvent the Landlord’s consent rights set forth in this Article 29, (i) as of the capital stock date of said corporation determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Tenant, (ii) acquires all or substantially all of Tenant’s assets or (iii) is a successor to Tenant as a result of any merger, consolidation or similar transaction resulting in the change of control of Tenant (“Tenant’s Affiliate”), provided that (x) Tenant shall be deemed notify Landlord in writing at least ten (10) days prior to be an assignment the effectiveness of such Transfer to Tenant’s Affiliate and otherwise comply with the requirements of this Lease. If TENANT shall Lease regarding such Transfer, and (y) that the person that will be a partnership or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or tenant under this Lease thereby agreeing so to be bound. Without limitation, it after the Exempt Transfer has a net worth that is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half or greater than $50,000,000, and (z) such transfer will not jeopardize directly or indirectly the status of all payments received by TENANT in consideration thereof, whether Landlord or any of Landlord’s affiliates as rent a Real Estate Investment Trust under the Revenue Code (as defined below) or otherwise, in excess violate any of the Base restrictions in clauses (w), (x), (y) and Additional Rent reserved hereunder after allowing TENANT (z) of Section 29.3 below (an “Exempt Transfer”). For purposes of Exempt Transfers, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to recover direct or cause the costs direction of sublettingthe management and policies of such person. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease Except with respect to an Exempt Transfer, in no event shall Tenant perform a Transfer to or with an entity that is a tenant at the area Project (when there exists available suitable space at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein Project for such expiration tenant) or that is in discussions or negotiations with Landlord to lease premises at the Project. The following shall constitute a Transfer under this Lease, but only as shall not require the prior written consent of Landlord: (a) the issuance of stock by Tenant for sale to the area public in an initial public offering (provided that any notices or information required to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee provided to the extent permitted by law. The above Landlord under this Article shall not apply be subject to any assignment reporting and disclosure requirements or sublease between TENANT limitations under Applicable Law), or (b) the issuance of stock by Tenant for sale on a private basis and any further provided that such private issuance of its affiliatesstock is a bona fide, subsidiaries, partners, parent corporations, joint ventures or sister corporationsarms-length transaction with legitimate business purposes not intended to circumvent the Landlord’s consent rights set forth in this Article 29.

Assignment or Subletting. TENANT agrees that it 25.1 Except as hereinafter provided, Tenant shall not, either voluntarily or by operation of law, assign, sell, hypothecate or transfer this Lease, or sublet the Premises or any. part thereof, or permit or suffer the Premises or any part thereof to be used or occupied as work space, storage space, concession or otherwise by anyone other than Tenant or Tenant’s employees, without the prior written consent of the LANDLORDLandlord in each instance, which LANDLORD may consent shall not be unreasonably withholdwithheld, hypothecate, pledge delayed or otherwise encumber conditioned. Landlord agrees not to unreasonably withhold consent to any such assignment of this Lease or subletting of all or any portion of the Premises provided that Tenant requests the same in writing and provided that (i) at the time thereof; Tenant is not in default under this Lease, assign (ii) Landlord, in its interest hereinreasonable discretion, or make any sublease or permit occupancy determines that the reputation, business, proposed use of the Premises and financial responsibility of the proposed assignee or sublessee, are commercially reasonable, (iii) any assignee or sublessee shall expressly assume all the obligations of this Lease on Tenant’s part to be performed, or in the case of a sublease of less than all of the Premises, assume such obligations with respect to the relevant portion of the Premises, (iv) such consent, if given, shall not release Tenant or any part thereof by anyone other than the TENANT, voluntarily or by operation guarantor of law. If TENANT shall be a corporation, Tenant’s obligation hereunder of any transfer of a majority of the capital stock of said corporation shall be deemed to be an assignment of its obligations under this Lease. If TENANT , including without limitation, its obligation to pay Rent, and (v) Tenant shall be a partnership or limited partnership a transfer of indemnify and hold Landlord harmless from any partnership interest therein shall be deemed brokerage commissions due in connection with such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANTvirtue of Tenant’s actions. Whether or not such conditions to assignment or subletting are met, TENANT shall remain primarily liable for the performance and observance of the covenants and agreements herein contained on the part of TENANT Landlord, at its sole option, may elect to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to (x) terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct leasein the case of an assignment, such termination to be effective upon or, (y) in the execution by LANDLORD event of a direct Lease with such sublessee or assignee in sublease, the term of which case TENANT is released from ends during the last year of the Term, terminate this Lease with respect to the area at issueportion of the Premises subject to the proposed sublease, on the first day of the second calendar month next succeeding receipt of Tenant’s written request for consent to assignment or subletting, to be effective unless Tenant elects to withdraw its request to sublease or assign, which election, if exercised by Landlord, shall be by written notice to Tenant given within twenty (20) days of receipt by Landlord of Tenant’s request for such consent to assign or sublet. Alternatively, LANDLORD shall have the right in such case If Landlord elects to terminate this Lease in accordance with the same force and effect as if foregoing sentence, then Landlord may lease the term relevant portion of the Lease had expired on the date fixed herein for such expiration but only as Premises to the area to be sublet. TENANT does hereby release LANDLORD of and from sublessee or assignee proposed by Tenant or any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee other person or sublessee to the extent permitted by law. The above shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationsentity.

Assignment or Subletting. TENANT 19.01 Tenant agrees that it shall notnot to assign or in any manner mortgage, encumber or transfer this Lease or any interest in this Lease without the prior previous written consent of the LANDLORDLandlord, which LANDLORD may and not unreasonably withhold, hypothecate, pledge or otherwise encumber this Lease, assign its interest herein, or make any sublease or permit occupancy of to sublet the Premises or any part thereof by anyone other than the TENANT, voluntarily or by operation of law. If TENANT shall be a corporation, any transfer of a majority of the capital stock of said corporation shall be deemed premises or allow anyone to be an assignment of this Lease. If TENANT shall be a partnership use or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trustto come in with, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in through or under it without like consent; provided, however, that such consent shall not be unreasonably withheld, conditioned or delayed. In no event may Tenant assign or otherwise transfer this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S or any interest in this Lease at any time while in default hereunder. One such consent will not be deemed a consent to any subsequent assignment, subletting, occupation, or sublease use by any other person. Any merger or sale of stock of a corporate tenant, or of partnership interests in a partnership tenant, or of membership interests in a limited liability company, involving the transfer of fifty percent (50%) or more of the ownership interest of such tenant as of the date of this Lease shall be effective until such time considered an assignment or subletting of this Lease or the Premises for purposes of this Section 19. So long as TENANT shall deliver Tenant is not in default under this Lease beyond applicable notice and cure periods, Tenant may, however, assign this Lease to LANDLORD a corporation with which it may merge or consolidate, to any parent, affiliate or subsidiary of Tenant or subsidiary of Tenant's parent, or to a purchaser of substantially all of Tenant's assets if the assignee has assets and creditworthiness substantially equal to or greater than Tenant and if the assignee executes an agreement required by Landlord assuming Tenant's obligations and if Guarantor ratifies its obligations under the Guaranty after such assignment. In the absence of a written agreement to the contrary, there shall be no release of the Tenant and/or Guarantor. The acceptance of rent from an assignee, subtenant or occupant will not constitute a release of Tenant from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess further performance of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs obligations of subletting. LANDLORD furthermore shall have the right Tenant contained in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationsLease.

Assignment or Subletting. TENANT 16.01 - Tenant agrees that it shall notnot to sell, without the prior written consent of the LANDLORDassign, which LANDLORD may not unreasonably withholdmortgage, hypothecate, pledge or otherwise encumber this Lease, assign its interest hereinpledge, or make in any sublease manner transfer this Lease or permit occupancy of any estate or interest hereunder and not to sublet the Premises or any part or parts thereof without the previous written consent of Landlord, which consent by anyone other than the TENANT, voluntarily or by operation of lawLandlord shall not be unreasonably withheld. If TENANT shall be Tenant violates the provisions of this Article 16, Landlord may accept from any assignee, sublessee, licensee, concessionaire or anyone who claims a corporation, right to the interest of Tenant under this Lease or who occupies any transfer of a majority part or the whole of the capital stock Premises the payment of said corporation Minimum Rent and Additional Rent and/or the performance of any of the other obligations of Tenant under this Lease, but acceptance shall not be deemed to be an assignment a waiver by Landlord of the breach by Tenant of the Provisions of this Lease. If TENANT shall be Article 16, nor a partnership recognition by Landlord that any such assignee, sublessee, licensee, concessionaire, claimant or limited partnership occupant has succeeded to the rights of Tenant hereunder, nor a transfer release by Landlord of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting Tenant from further performance by TENANT, TENANT shall remain primarily liable for the performance and observance Tenant of the covenants and agreements herein contained on the Tenant's part of TENANT to be performed and observedunder this lease; provided, however, that the net amount of rent collected from any such liability assignee, sublessee, licensee, concessionaire, claimant or occupant shall be applied by Landlord to the rent to be joint and several with that of any assignee or sublessee, as the cage may be, paid hereunder. Any consent by landlord to any such assignee assignment, transfer, subletting, license or sublessee by its acceptance of an interest in concession or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest other matter or thing contained in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above Article 16 shall not apply in anyway be construed to relieve Tenant from obtaining the prior consent of Landlord to any assignment other or sublease between TENANT and any of its affiliatesfurther such assignment, subsidiariestransfer, partnerssubletting, parent corporationslicense, joint ventures concession, matter or sister corporationsthing.

Assignment or Subletting. TENANT Section 7.01 Except as provided in Section 7.02, Tenant may not assign or encumber this Lease or its interest in the Premises arising under this Lease, and may not sublet all or any part of the Premises without first obtaining the written consent of Landlord. Landlord agrees that it shall not, without the prior written will not unreasonably withhold its consent. Landlord will be deemed reasonable in withholding its consent based on any of the LANDLORD, which LANDLORD may not unreasonably withhold, hypothecate, pledge or otherwise encumber this Lease, assign its interest herein, or make any sublease or permit occupancy following factors: (i) the financial condition of the Premises proposed assignee or any part thereof by anyone other than the TENANTsubtenant is not consistent with Landlord’s then current, voluntarily or by operation of law. If TENANT shall be a corporationbut reasonable, any transfer of a majority underwriting standards for tenants of the capital stock of said corporation shall be deemed to be an assignment of this Lease. If TENANT shall be a partnership Building Project; (ii) the proposed assignee’s or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for subtenant’s use is not in keeping with the performance and observance quality of the covenants and agreements herein contained on Building Project; (iii) the part of TENANT to be performed and observed, such liability to be joint and several with that of any proposed assignee or sublessee, as subtenant has a poor business reputation; (iv) the cage may be, any such proposed assignee or sublessee by its acceptance of subtenant is an interest existing tenant in any other space in the Building or under this Lease thereby agreeing so to be bound. Without limitationhas, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from within the assignee to sublesseelast one hundred twenty (120) days, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees had discussions with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease Landlord with respect to leasing other space in the area at issueBuilding; or (v) Tenant is in default under any of the provisions of this Lease which is continuing. AlternativelyIf Tenant desires to assign or sublease, LANDLORD Tenant must provide ten (10) Business Days’ prior written notice to Landlord describing the proposed transaction in reasonable detail and providing all documentation (including detailed financial information for the proposed assignee or subtenant) reasonably necessary to enable Landlord evaluate the proposed transaction. Landlord shall notify Tenant within said ten (10) Business Days of its receipt of such notice, documentation and information, whether Landlord elects to exercise its recapture right under Section 7.11, and, if not, whether Landlord consents to the requested assignment or sublease. If Landlord fails to respond within such ten (10) Business Day period, Tenant shall give Landlord a second written notice clearly marked “Second Notice” requesting Landlord’s consent within five (5) Business Days, whereupon Landlord’s nonresponse within said period will be deemed a consent. One consent shall not be the basis for any further consent. The foregoing notwithstanding, Landlord shall have the right in such case to terminate this Lease no recapture rights for subleases which, along with the same force and effect as if the term other then existing subleases, constitute less than thirty percent (30%) of the Lease had expired on the date fixed herein Premises, nor for such expiration but only as any subleases or assignments for which Landlord has no consent rights pursuant to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationsSection 7.02.

Assignment or Subletting. TENANT agrees that it 12.1 Except as provided herein, Subtenant shall not, without the prior express written consent of Sublandlord (which consent shall not be unreasonably withheld, delayed or conditioned, it being agreed by Subtenant that failure of the LANDLORDPrime Landlord to provide its consent is a reasonable basis for Sublandlord to withhold its consent) and of the Prime Landlord (to the extent required pursuant to the Prime Lease), which LANDLORD may not unreasonably withhold(i) assign, hypothecate, pledge convey or otherwise encumber mortgage this Lease, assign its Sublease or any interest herein, under it; (ii) allow any transfer thereof or make any sublease lien upon Subtenant’s interest by operation of law; (iii) further sublet the Premises or any part thereof; or (iv) permit the occupancy of the Premises or any part thereof by anyone other than Subtenant. In addition, for the TENANTpurposes of this Sublease, voluntarily unless the stock or by operation other ownership interests in Subtenant is traded on a regulated securities exchange (and excepting any future additional stock issuance or any “going private” transaction), the sale or transfer (which term shall include, without limitation, the exchange, issuance and redemption) of law. If TENANT fifty-one percent (51%) or more, or such smaller percentage as would result in a change in the voting control of Subtenant (whether such sale or transfer occurs at one time or at intervals so that, in the aggregate, over the Term of this Sublease, such transfer shall have occurred) shall be a corporationtreated as if such sale or transfer or transaction(s) were, any transfer of a majority of the capital stock of said corporation shall be deemed to be for all purposes, an assignment of this LeaseSublease and shall be governed by the provisions of this Article 12. If TENANT shall be a partnership or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment Sublandlord consents thereto, and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall Sublandlord would have the right in to enter into such case to notify TENANT that LANDLORD elects to terminate this Lease assignment or sublease under the terms and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term conditions of the Lease had expired on Prime Lease, Sublandlord shall use commercially reasonable efforts to obtain the date fixed herein for such expiration but only as to consent of the area to be sublet. TENANT does hereby release LANDLORD of Prime Landlord if and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted required by lawthe terms of the Prime Lease. Any actual and reasonable out-of-pocket cost of obtaining the Prime Landlord’s consent and Sublandlord’s consent including, without limitation, attorneys fees and disbursements, shall be borne by Subtenant. The above granting by Sublandlord and the Prime Landlord of consent to a sublease, assignment or other transfer or occupancy in any one instance shall not apply relieve the Subtenant of the obligation to obtain such consent to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationsfurther such transaction.

Assignment or Subletting. TENANT agrees that it Tenant shall notnot assign, mortgage, or encumber this Lease nor sublet or suffer or permit the Premises or any part thereof to be used by others without the prior written consent of the LANDLORDLandlord in each instance, which LANDLORD may consent shall not be unreasonably withholdwithheld, hypothecateconditioned, or delayed. As long as Tenant hereunder shall be a corporation, any transfer, sale, pledge, or other disposition (whether in a single transaction or a related series of transactions) of fifty-one percent (51%) or more of the aggregate voting power in the corporation shall be deemed an assignment of this Lease and therefore prohibited without the express written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed; provided that such transfer, sale, pledge or otherwise encumber other disposition of fifty-one percent (51%) or more of the corporation's aggregate voting power shall not be deemed an assignment of this LeaseLease if the corporation is a corporation whose stock is publicly traded and that is required to file quarterly reports with the United States Securities and Exchange Commission. In the event as the result of a permitted assignment Tenant hereunder becomes a partnership or limited liability company, assign its interest hereinany transfer, sale, assignment, pledge or other disposition of any of the interests of the general partners of Tenant or of greater than fifty-one percent (51%) of the interests of Tenant, whether such interests be those of the general or limited partners or members, shall be deemed an assignment of this Lease and therefore prohibited without the express written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or make delayed. If Tenant submits to Landlord a written request for Landlord's consent pursuant to this Section 9.11 and Landlord fails to respond thereto within ten (10) days of its receipt of such request, and Tenant submits to Landlord a second written request for Landlord's consent to the same transaction which clearly indicates thereon that it is a second request, if Landlord fails to respond to such second request within five (5) business days of its receipt, such failure to respond shall be presumed to constitute the consent of Landlord to the proposed transaction. Notwithstanding the foregoing, Landlord shall consent to any bona fide assignment of this Lease or sublease of the Premises to an "Affiliate" of Tenant. An "Affiliate" of Tenant shall mean a person or permit occupancy entity that controls Tenant, is controlled by Tenant, or is under common control with Tenant, as the term control is defined under the Securities Exchange Act of 1934, as amended. If this Lease is assigned to an Affiliate or the Premises is subleased to an Affiliate, any transfer, sale, pledge or other disposition (whether in a single transaction or a related series of transactions) of fifty-one percent (51%) or more of the aggregate voting power in the Affiliate shall constitute an assignment unless the Affiliate meets the publicly traded exemption set forth above. If this Lease is assigned or if the Premises or any part thereof is sublet or occupied by anyone other than Tenant without the TENANTexpress written consent of Landlord, voluntarily Landlord may collect rent from assignee, sub-tenant or by operation of law. If TENANT shall be a corporationoccupant and apply the net amount collected to all Rent due hereunder, any transfer of a majority of the capital stock of said corporation but no assignment, sub-letting, occupancy, or collection shall be deemed to be an assignment a waiver of this Leasecovenant or the acceptance of the assignee, sub-tenant or occupant as Tenant, or a release of Tenant's duties and obligations hereunder. If TENANT shall be a partnership In the event this Lease is assigned or limited partnership a transfer the Premises, or any part thereof, is sublet or occupied by anyone other than Tenant or an Affiliate, fifty percent (50%) of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments Base Rent received by TENANT in consideration thereof, whether as rent or otherwise, Tenant and/or the Affiliate in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right that defined in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The Section 4 above shall not apply be paid to Landlord. No assignment shall release Tenant of any assignment obligations or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationsliabilities under this Lease.

Assignment or Subletting. TENANT agrees that it shall not, without 9.1. Except with the prior written consent of Sublandlord (and Master Landlord if and as required by the LANDLORDMaster Lease, and subject to the standards imposed on Master Landlord’s consent, if any, thereunder), which LANDLORD may consent of Sublandlord shall not be unreasonably withholdwithheld, hypothecateconditioned or delayed, pledge Subtenant shall not voluntarily, involuntarily or otherwise encumber by operation of law (a) Transfer (as defined in the Master Lease) this Lease, assign its Sublease or any interest herein, under it; (b) allow any Transfer thereof or make any sublease lien upon Subtenant’s interest by operation of law; (c) further sublet the Sublease Premises or any part thereof; or (d) permit the occupancy of the Sublease Premises or any part thereof by anyone other than Subtenant (all of the TENANTforegoing hereby referred to collectively herein as a “Transfer”). Subtenant shall provide Sublandlord with not less than thirty (30) days prior notice of a proposed Transfer. With any request for consent to a Transfer, voluntarily Subtenant will submit a copy of the proposed Transfer document to Sublandlord and notify Sublandlord of the proposed effective date of the Transfer, the name of the proposed transferee (accompanied by evidence of the nature, character, ownership, business, and financial condition of the transferee and its business), all terms and conditions (including rental and other consideration) of or relating to the Transfer and a general description of any proposed alterations. Sublandlord shall grant or deny its consent to the proposed Transfer within thirty (30) days following submission of Subtenant’s request accompanied by operation of lawthe information required herein. If TENANT Consent by Sublandlord to any Transfer shall not be a corporation, waiver of Sublandlord’s rights as to any transfer of subsequent Transfer. Subtenant shall pay Sublandlord a majority of the capital stock of said corporation shall be deemed to be an assignment of this Lease. If TENANT shall be a partnership or limited partnership a transfer review fee not exceeding $1,000.00 for Sublandlord’s review of any partnership interest therein shall be deemed such an assignment requested Transfer for its actual, out of pocket, reasonable costs and if TENANT shall be a Trustexpenses (including reasonable attorneys’ fees); provided, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance that in addition and observance of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay not subject to the LANDLORD$1,000 maximum, as Addition RentSubtenant shall pay Sublandlord any expenses and other amounts (including attorneys’ fees) charged by Master Landlord in connection therewith, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base when applicable and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted provided for in the Master Lease. Any approved Transfer shall be expressly subject to the terms and conditions of the Master Lease and this Sublease. Upon Default while a Transfer is in effect, Sublandlord may collect directly from the transferee all sums becoming due to Subtenant under the Transfer and apply such amount against any sums due Sublandlord by lawSubtenant, and Subtenant hereby authorizes and directs any transferee to make payments directly to Sublandlord upon notice from Sublandlord. The above No direct collection by Sublandlord from any transferee shall not constitute a novation or release of Subtenant, a consent to the Transfer or a waiver of the covenant prohibiting Transfers. Sublandlord, as Subtenant’s agent, may endorse any check, draft or other instrument payable to Subtenant for sums due under a Transfer, and apply to any assignment or sublease between TENANT the proceeds in accordance with this Sublease; this agency is coupled with an interest and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationsis irrevocable.

Assignment or Subletting. TENANT shall and agrees that it not to sell, assign, mortgage, pledge, franchise or in any manner transfer this Lease within six (6) years of the commencement of this Lease, and thereafter, shall not, not do so without the prior previous written consent of the LANDLORD, in each instance first obtained, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, TENANT may at any time sublease all or portions of the Building or the Leased Premises for a term not to exceed the balance of the term hereof plus extensions thereof theretofore duly exercised by TENANT, and TENANT may assign the lease in connection with a merger, consolidation, sale of all or substantially all of the assets or stock of TENANT, or the like, or to a subsidiary or to an affiliate of TENANT. Consent by LANDLORD may not unreasonably withholdto one assignment of this Lease or to one sale, hypothecatemortgage, pledge or otherwise encumber other transfer, including licensing or the grant of a concession, shall not be a waiver of LANDLORD's right under this Article as to any subsequent similar action. Notwithstanding any assignment or subletting, TENANT shall remain fully liable on this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease, assign its interest herein, . This prohibition includes any subletting or make any sublease or permit occupancy of the Premises or any part thereof by anyone other than the TENANT, voluntarily or assignment which would otherwise occur by operation of law. If Notwithstanding anything herein contained to the contrary, unless otherwise agreed at any time by the relevant State Authority funding the applicable Grant described in Article 5 B. (iv), should TENANT assign its interest in this Lease to a party other than to (i) a subsidiary or affiliate or (ii) a party to a merger, consolidation, or sale of all or substantially all of the assets of stock of TENANT, which has not agreed to directly assume the obligations undertaken by TENANT with respect to the creation of employment opportunities, then the amount of each such Grant shall be treated as being amortized over ten (10) years on a corporationstraight line basis from the date of such Grant, and any unamortized portion thereof at the time of such assignment shall be payable to the City of Ironton, Ohio within thirty (30) days after such assignment. LANDLORD'S rights to assign this Lease are and shall remain unqualified. Upon any sale of the Leased Premises and provided the purchaser assumes all obligations under this Lease, LANDLORD shall thereupon be entirely freed of all obligations of the LANDLORD hereunder and shall not be subject to any liability resulting from any act or omission or event occurring after such conveyance, except that any covenant or obligation of LANDLORD hereunder affecting land owned or payment of Loans or cash flow shall continue. Upon the sale or other transfer of a majority of the capital stock of said corporation shall be deemed to be an assignment of this Lease. If TENANT shall be a partnership or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANTLANDLORD'S interest in this Lease or sublease shall be effective until Lease, TENANT agrees to recognize and attorn to such time transferee as LANDLORD, and TENANT shall further agrees to execute and deliver a recordable instrument setting forth the provisions of this paragraph. In the event of any such transfer by LANDLORD, TENANT may, at its election, arrange to LANDLORD an agreement from pay its rent directly to the assignee holders of the Loans to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide ensure that the assignee agrees same are reduced in accordance with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base Schedules 1 and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporations2 hereof.

Assignment or Subletting. TENANT Tenant covenants and agrees that it shall notnot to make or ------------------------------ permit a Transfer by Tenant, as hereinafter defined, without the Landlord's prior written consent of the LANDLORDconsent, which LANDLORD may consent shall not be unreasonably withhold, hypothecate, pledge or otherwise encumber this Lease, assign its interest herein, or make any sublease or permit occupancy of the Premises or any part thereof withheld. A Transfer by anyone other than the TENANT, voluntarily or by operation of law. If TENANT Tenant shall be a corporation, any transfer of a majority of the capital stock of said corporation shall be deemed to be include an assignment of this Lease. If TENANT shall be , a partnership sublease of all or limited partnership a transfer any part of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trustthe Demised Premises, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment 50% or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance more of the covenants and agreements herein contained on the voting stock or interests of Tenant, or any assignment, sublease, license, franchise, transfer, mortgage, pledge or encumbrance of all or any part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an Tenant's interest in or under this Lease thereby agreeing so to be bound. Without limitationor in the Demised Premises, it is expressly understood and agreed that no assignment by operation of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent law or otherwise, or the use or occupancy of all or any part of the Demised Premises by anyone other than Tenant. Any such Transfer by Tenant without Landlord's written consent shall be void and shall constitute a default under this Lease. In the event Landlord consents to any Transfer by Tenant, Tenant shall not be relieved of its obligations under this Lease and Tenant shall remain liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease, to the same extent as though no Transfer by Tenant had been made, unless specifically provided to the contrary in Landlord's prior written consent. The acceptance of rent by Landlord from any person other than Tenant shall not be deemed to be a waiver by Landlord of the provisions of this Section or of any other provision of this Lease and any consent by Landlord to Transfer by Tenant shall not be deemed a consent to any subsequent Transfer by Tenant. In giving or withholding its consent to a proposed Transfer by Tenant, Landlord shall be entitled to consider any reasonable factor, including but not limited to the following: (a) financial strength and credit history of the proposed subtenant/assignee; (b) business reputation of the proposed subtenant/assignee; (c) proposed use of the Demised Premises by the proposed subtenant/assignee; (d) managerial and operational skills of the proposed subtenant/assignee; and (e) compatibility of the proposed subtenant/assignee with other tenants of the Building. UNDER NO CIRCUMSTANCES SHALL TENANT BE PERMITTED TO MAKE ANY ASSIGNMENT, SUBLEASE OR OTHER TRANSFER OF THIS LEASE TO, NOR PERMIT ANY OCCUPANCY OR USE OF THE DEMISED PREMISES BY, XOR NETWORK ENGINEERING, INC., RED SHIFT, INC., OR ANY PARENT, SUBSIDIARY, OR AFFILIATE OF SUCH CORPORATIONS. Notwithstanding the foregoing, Landlord shall, at Landlord's option, have the right, in lieu of consenting to a Transfer by Tenant, to terminate this Lease as to the portion of the Demised Premises that is subject to the proposed Transfer by Tenant and to enter into a new lease with the proposed transferee and receive directly from the proposed transferee the consideration agreed to be given by such transferee to Tenant for the Transfer by Tenant. Alternatively, at the request of Landlord, Tenant shall pay over to Landlord all sums received by Tenant in excess of the Base rent payable by Tenant hereunder which is attributable on an equally allocable square foot basis, to the subletting of all or any portion of the Demised Premises so subleased. In the event Landlord consents to a Transfer by Tenant, any option to renew this Lease or right to extend the Lease Term shall automatically terminate unless otherwise agreed in writing by Landlord. Tenant covenants and Additional Rent reserved hereunder agrees that in the event Landlord consents to a sublease by Tenant, Tenant and Tenant's Subtenant shall enter into the form of Sublease, Assumption and Consent Agreement attached hereto as Exhibit E, and in the event Landlord consents to an assignment, Tenant and Tenant's assignee shall enter into the form of Assignment, Assumption, and Consent Agreement attached hereto as Exhibit F, or the REASONABLE standard form of agreement in each case then being used by Landlord for subleases and assignments. In the event Tenant or Tenant's transferee requests any changes or revisions to any such agreement, Tenant shall pay to Landlord, within ten (10) days after allowing TENANT demand by Landlord, the reasonable costs and expenses of Landlord in connection with any request by Tenant for consent to recover the costs of sublettinga Transfer, including REASONABLE attorneys' fees. LANDLORD furthermore shall have the right in such case to notify AGREES THAT SO LONG AS TENANT that IS NOT IN DEFAULT, TENANT MAY COLLECT RENT ON ANY SUBLEASES AND LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of WILL NOT REQUIRE SUCH SUBTENANTS TO MAKE DIRECT PAYMENTS TO LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporations.

Assignment or Subletting. TENANT agrees that it shall not, without 9.1 Except with the prior written consent of the LANDLORDSublandlord, which LANDLORD may consent shall not be unreasonably withholdwithheld (and the consent of Master Landlord if required by the Master Lease), hypothecateSubtenant shall not voluntarily, pledge involuntarily or otherwise encumber by operation of law (a) assign, convey or mortgage this Lease, assign its Sublease or any interest herein, under it; (b) allow any transfer thereof or make any sublease lien upon Subtenant’s interest by operation of law; (c) further sublet the Sublease Premises or any part thereof; or (d) permit the occupancy of the Sublease Premises or any part thereof by anyone other than Subtenant or a Permitted Transferee (as defined in Section 9.3 below) (collectively, a “Transfer”). Subtenant shall provide Sublandlord with not less than thirty (30) days prior notice of a proposed Transfer. With any request for consent to a Transfer, Subtenant will submit a copy of the TENANTproposed Transfer document to Sublandlord and notify Sublandlord of the proposed effective date of the Transfer, voluntarily the name of the proposed transferee (accompanied by evidence of the nature, character, ownership, business, and financial condition of the transferee and its business), all terms and conditions (including rental and other consideration) of or relating to the Transfer and a general description of any proposed alterations. Sublandlord shall grant or deny its consent to the proposed Transfer within a commercially reasonable time following submission of Subtenant’s request accompanied by operation the information required herein, but in any event not later than twenty (20) days following such submission. Consent by Sublandlord to any Transfer shall not be a waiver of lawSublandlord’s rights as to any subsequent Transfer. If TENANT Any approved Transfer shall be a corporation, any transfer of a majority expressly subject to the terms and conditions of the capital stock of said corporation shall be deemed to be an assignment of this Master Lease. If TENANT Upon Default while a Transfer is in effect, Sublandlord may collect directly from the transferee all sums becoming due to Subtenant under the Transfer and apply this amount against any sums due Sublandlord by Subtenant, and Subtenant hereby authorizes and directs any transferee to make payments directly to Sublandlord upon notice from Sublandlord. No direct collection by Sublandlord from any transferee shall be constitute a partnership novation or limited partnership release of Subtenant, a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be consent to the Transfer or a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance waiver of the covenants and agreements herein contained on covenant prohibiting Transfers. In the part of TENANT to be performed and observed, such liability to be joint and several with event that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT Subtenant shall request permission Sublandlord’s consent to sublet or assigna Transfer, LANDLORD may condition its consent upon an agreement by TENANT to Subtenant shall pay to Sublandlord’s processing costs and attorneys’ fees and costs incurred in reviewing such request, together with the LANDLORD, as Addition Rent, an amount equal to one half fees and costs of all payments received by TENANT Master Landlord in consideration thereof, whether as rent or otherwise, in excess accordance with the terms of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationsMaster Lease.

Assignment or Subletting. TENANT agrees that it A. Subtenant shall not, not have the right to assign or further sublet its interest in this Sublease without the express prior written consent of the LANDLORD, Prime Landlord and Sublandlord (which LANDLORD may consent Sublandlord shall not unreasonably withhold, hypothecatecondition or delay in each instance), pledge and without otherwise complying with the provisions of this Sublease and the applicable provisions of the Prime Lease. With regard to any contemplated sublet or otherwise encumber assignment, Subtenant shall first submit in writing to Sublandlord for Sublandlord’s review and approval: (a) the name and address of the proposed assignee or subtenant, (b) the proposed form of assignment or sublease, (c) a statement of the rent, additional rent and a description of the other material terms of the proposed transaction including without limitation the proposed use of the Sub-Premises, and (d) reasonably satisfactory certified financial statements showing that the proposed sub-subtenant or assignee has a net worth equal to the greater of Subtenant’s net worth as demonstrated to Sublandlord prior to execution of this Lease, assign its interest hereinSublease, or make any ten (10) times the amount of the rental obligation to be assumed by such sub-subtenant or assignee pursuant to the proposed sublease or permit occupancy assignment. Reviewed financial statements, as opposed to “certified” financial statements, shall be acceptable for purposes of the Premises preceding sentence provided the proposed sub-subtenant or assignee has not provided certified financial statement to any part thereof investor or other third party covering any portion of the period for which Sublandlord is requesting financial statements. In the event that Prime Landlord approves Subtenant’s proposed sub-subtenant or assignee, Sublandlord agrees not to unreasonably withhold its consent to any such sublease or assignment, provided that Sublandlord has approved the documentation to be employed by anyone other than Subtenant in connection with the TENANT, voluntarily or by operation of lawtransaction in question and further provided that Sublandlord has not exercised its recapture rights under this Article 22. If TENANT The following shall be a corporationdeemed an assignment of this Sublease for which Sublandlord’s consent shall be required: any dissolution, merger, consolidation, or other reorganization of Subtenant, any sale or transfer of a majority (or cumulative sales or transfers) of the capital stock of said corporation shall be deemed to be an assignment of this Lease. If TENANT shall be a partnership or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, Subtenant in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs fifty-one percent (51%), or any sale (or cumulative sales) or transfer of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee fifty-one percent (51%) or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term more of the Lease had expired on value of the date fixed herein for such expiration but only as to assets of Subtenant provided, however, the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above foregoing shall not apply to any assignment or sublease between TENANT and any corporations the capital stock of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationswhich is publicly traded.

Assignment or Subletting. TENANT agrees that it (a) Lessee shall notnot sublet, mortgage, assign or otherwise encumber this Lease, the Premises, or any portion thereof, or allow the Premises, or any portion thereof, to be used for any purpose other than the Permitted Use without the prior written consent of the LANDLORDLessor, which LANDLORD consent may be withheld by Lessor in Lessor's sole good faith judgment. Without limitation, Lessor may withhold its consent if such proposed assignment or subletting would not unreasonably withholdbe for the Permitted Use hereunder or if Lessor is dissatisfied with the credit worthiness or business reputation of the proposed assignee or sublessee, hypothecatesuch proposed assignment or subletting would violate an exclusive use provision granted to any other tenant in the Building, pledge or otherwise encumber such proposed assignee or sublessee would increase the traffic in or other use of the Common Areas. In the event the Lessee desires to assign or sublet the Premises, Lessee shall provide Lessor with not less than 30 days prior written notice of Lessee's request, specifying in detail any and all terms of such assignment or sublease ("Lessee's Request"). Lessor reserves the right to cancel and terminate this Lease upon 60 days prior written notice by giving written notice to Lessee within 30 days after Lessor's receipt of Lessee's Request. In the event that Lessor has not notified Lessee of its approval or denial of Lessee's Request, or of Lessor's exercise of its right to terminate this Lease, within 30 days after Lessor's receipt of Lessee's Request, Lessor shall be deemed to have (i) denied Lessee's request to assign or sublease this Lease and (ii) not exercised its interest hereinright to terminate. In addition, in the event Lessor consents to an assignment or make any sublease or permit occupancy of the Premises Premises, and such assignment or any part thereof by anyone sublease results in rental payments in excess of the monthly payments due and owing under the terms of this Lease (other than the TENANTpursuant to this provision), voluntarily or by operation of law. If TENANT shall be a corporation, any transfer of a majority of the capital stock of said corporation such excess rental payments shall be deemed to be rental payments due and owing solely to Lessor. In the event that Lessor elects to have any proposed sublease or assignment document submitted by Lessee reviewed by an assignment attorney on Lessor's behalf, Lessee agrees to pay on demand the reasonable attorney's fees incurred by Lessor in connection with such review. At Lessor's request, Lessee shall use the standard form of this Lease. If TENANT shall be a partnership or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be subletting agreement proposed by Lessor (with such an assignmentmodifications as are reasonably necessary to reflect the agreement between Lessee and the proposed subtenant or assignee). Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwiseIn addition, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT event Lessor consents to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any an assignment or sublease between TENANT of the Premises which contemplates alterations or renovations and Lessor incurs any architectural or engineering design fees in connection therewith, Lessee shall pay Lessor on demand the amount of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationssuch fees incurred by Lessor.

Assignment or Subletting. TENANT agrees that it 29.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), without Landlord’s prior written consent. Notwithstanding the foregoing, Tenant shall have the right to Transfer without Landlord’s prior written consent of the LANDLORD, which LANDLORD may not unreasonably withhold, hypothecate, pledge or otherwise encumber this Lease, assign its interest herein, or make any sublease or permit occupancy of the Premises or any part thereof by anyone other than the TENANT, voluntarily or by operation of law. If TENANT shall be a corporation, to (a) any transfer of a majority person that as of the capital stock date of said corporation shall be deemed determination and at all times thereafter directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Tenant (“Tenant’s Affiliate”), or (b) any entity that succeeds to be an assignment of this Lease. If TENANT shall be a partnership or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S Tenant’s interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity merger, sale or acquisition (whereby the sale or acquisition consists of all or substantially all of Tenant’s stock and assets), consolidation re-organization (“Tenant’s Successor”), provided that Tenant (m) shall notify Landlord in dealing with such assignee or sublessee writing at least ten (10) days prior to the extent permitted effectiveness of such Transfer to Tenant’s Affiliate or Tenant’s Successor (each an “Exempt Transfer”) (n) if Tenant ceases to exist as an ongoing business as a result of such Exempt Transfer, Tenant’s Successor must have a net worth equal to or greater than the net worth of Tenant as of the date immediately preceding such Transfer and (o) Tenant shall otherwise comply with the requirements of this Lease regarding such Transfer. For purposes of Exempt Transfer to Tenant’s Affiliate, “control” requires both (y) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (z) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. In no event shall Tenant perform a Transfer to or with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project or a property owned by law. The above shall not apply to any assignment Landlord or sublease between TENANT and any an affiliate of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationsLandlord.

Assignment or Subletting. TENANT agrees that it Lessee shall not, either directly or indirectly, without the prior written consent of the LANDLORDLessor, which LANDLORD may consent shall not be unreasonably withholdwithheld, hypothecate, pledge or otherwise encumber this Lease, assign its interest hereinconditioned, or make delayed, (a) assign (including transfers of interest in Lessee) this Lease or any sublease interest hereunder; (b) permit any assignment hereof by operation of law, (c) sublet the Premises or the Building or any part thereof, or (d) permit occupancy the use of the Premises or the Building by any part thereof by anyone parties other than Lessee, its agents and employees, and those using the TENANT, voluntarily Premises or by operation the Building with the consent of lawLessee. If TENANT Lessor gives its written consent to an assignment or subletting, then, in addition to any other requirements of Lessor, the assignee or sublessee shall assume in writing the obligation of Lessee to faithfully perform all the terms and covenants and to comply with all the conditions to be a corporation, directly obligated to Lessor for the payment of the rent herein reserved and for the full performance of the terms and covenants and to comply with all the conditions of this Lease as lessee hereunder. In the event Lessor consents to any transfer of a majority of Lessee’s interest in this Lease, the capital stock of said corporation word “Lessee” shall thereafter be deemed to be an assignment of this Leasealso include, without further reference, the party to whom such interest is transferred. If TENANT shall be a partnership or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding The consent by Lessor to any assignment or subletting by TENANT, TENANT in any one instance or more shall remain primarily liable for the performance and observance not constitute a waiver of the covenants and agreements necessity for such consent to any subsequent assignment or subletting. Receipt by Lessor of rentals due hereunder from any party other than Lessor named herein contained on the part of TENANT shall not be deemed to be performed and observed, such liability act as consent to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee assignment or sublessee by subletting nor relieve Lessee of its acceptance obligations hereunder. Any attempted assignment or subletting in violation of an interest in or under this Lease thereby agreeing so to shall be boundnull and void. Without limitationNotwithstanding the foregoing, it is expressly understood and agreed that no assignment of TENANT'S interest in Lessee, with the Lessor’s prior written consent which consent shall not be unreasonably withheld, may assign this Lease or sublease the Premises, or any part or parts thereof, to any of the following: (i) any direct or indirect subsidiary of Lessee (ii) any direct or indirect parent of Lessee; (iii) any entity succeeding to all or substantially all of the business and assets of Lessee; (iv) any entity resulting from a merger or consolidation with Lessee; or (v) any entity that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, Lessee. The term “control” (including the terms “controlling”, “controlled by” and “under common control with”) shall be effective until such time as TENANT shall deliver mean the possession, direct or indirect, of the power to LANDLORD direct or cause the direction of the management and policies of an agreement from entity, whether through the assignee to sublesseeownership of voting securities, which agreement shall be reasonably satisfactory to LANDLORD in form by contract, or otherwise. It is agreed and substance and shall provide understood that the assignee agrees with LANDLORD to be undersigned Lessee shall remain fully responsible/liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to under the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct original lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporations.

Assignment or Subletting. TENANT agrees that it Tenant may not assign this Lease or sublet all or any part of the Demised Premises unless and until the following conditions have been satisfied: (1) Tenant is not then in default under this Lease and (2) Landlord has approved the proposed assignee or subtenant and given its consent to such assignment or sublease in writing, which consent shall notnot be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, Tenant shall be permitted to sublease or assign this Lease without Landlord' s consent in connection with franchisees, intra-family, estate planning and intra-company transfers, mergers and reorganizations, public offers, leasehold mortgages, and any transfers to a parent, affiliate, or subsidiary company. Any assignment or sublease by Tenant shall be subject to all the terms and conditions of this Lease, and in no event shall any assignment or sublease of the Demised Premises release or relieve Tenant from any of its obligations under this Lease. In the event of any approved assignment or sublease, the total of Minimum Rent payable after such assignment or sublease shall be no less than the average of such Minimum Rent paid for the two (2) Lease Years prior to such event. Any proposed assignee or subtenant of Tenant will assume Txxxxx's obligations under this Lease and deliver to Landlord an assumption agreement in form satisfactory to Landlord within the timeframe required by Landlord. If Tenant is a corporation or partnership, then a transfer (other than a transfer by inheritance) of more than fifty percent (50%) of the voting stock or the partnership interests in Tenant (in one transaction or a series of transactions), or a merger, consolidation, dissolution or other reorganization of Tenant, will be deemed an assignment of this Lease for the purposes of this Section 11.6 and will be prohibited without the prior written consent of the LANDLORD, which LANDLORD may Landlord. This paragraph will not unreasonably withhold, hypothecate, pledge or otherwise encumber this Lease, assign its interest herein, or make any sublease or permit occupancy of the Premises or any part thereof by anyone other than the TENANT, voluntarily or by operation of law. If TENANT shall be a corporation, any transfer of a majority of the capital stock of said corporation shall be deemed to be an assignment of this Lease. If TENANT shall be a partnership or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply applicable to any corporation which has all of its outstanding voting stock listed on a national securities exchange. Any assignment or sublease between TENANT purportedly consummated in violation of the provisions of this Section 11.6 shall be null and any void and of its affiliates, subsidiaries, partners, parent corporations, joint ventures no force or sister corporationseffect.

Assignment or Subletting. TENANT agrees that it A. Tenant shall notnot (i) assign, without convey or mortgage this Sublease or any interest under it; (ii) allow any transfer thereof or any lien upon Tenant’s interest by operation of law; (iii) further sublet the prior written consent of Premises or any part thereof; or (iv) permit the LANDLORD, which LANDLORD may not unreasonably withhold, hypothecate, pledge or otherwise encumber this Lease, assign its interest herein, or make any sublease or permit occupancy of the Premises or any part thereof by anyone other than the TENANT, voluntarily Tenant. Transfers of fifty percent (50%) or by operation of law. If TENANT shall be a corporation, any transfer of a majority more of the capital stock of said corporation or other ownership interests in Tenant, whether in one transaction or in the aggregate, shall be deemed to be an assignment of this Lease. If TENANT shall be a partnership or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by lawSublease. The above preceding sentence shall not apply to shares of stock in Tenant sold to the public in an initial public offering, or to transfers of shares publicly traded in a recognized securities exchange or over-the-counter market. Subject to the provisions of the Prime Lease and Prime Landlord’s rights thereunder, Tenant shall have the same rights as are available to Landlord pursuant to Sections D(1), D(2) and F of Article 41 of the Prime Lease, which provisions are incorporated herein by reference and shall be deemed to apply to transactions by Tenant. If Tenant desires to assign its interest in this Sublease, or further sublet all or part of the Premises, then Tenant shall submit a written request to Landlord accompanied by such financial and other information concerning the proposed assignee or subtenant, and the terms of the assignment or further sublease, as Landlord may reasonably request. Any such request made by Tenant to assign this Sublease or enter into a further sublease of all or any portion of the Premises shall be deemed an offer by Tenant which shall be irrevocable for a period of thirty (30) days to surrender all of the Premises to Landlord. If such offer is accepted, such surrender shall be effective as of the date that the proposed assignment or further sublease would have commenced. Tenant shall quit and surrender the Premises as if this Sublease by its terms expired on such date, and the Base Rent and Additional Rent under Section 8 shall be apportioned as of such date. If Xxxxxx’s offer to surrender the Premises in connection with a proposed assignment or further sublease of all or a portion of the Premises is not accepted by Landlord within thirty (30) days, or if Landlord declines such offer, then Xxxxxxxx’s consent to such an assignment of this Sublease or such a further sublease of the Premises shall not be unreasonably withheld. If Landlord consents to any assignment of this Lease or sublease between TENANT further subletting of all or any portion of the Premises, Landlord shall request the consent of Prime Landlord and deliver to Prime Landlord any of information that Tenant submits in connection with its affiliates, subsidiaries, partners, parent corporations, joint ventures proposal to assign or sister corporationssublet.

Assignment or Subletting. TENANT agrees that it shall not, (a) Tenant covenants not to make or permit a “Transfer by Tenant” (as hereinafter defined) without the Landlord’s prior written consent of the LANDLORDconsent, which LANDLORD may not unreasonably withhold, hypothecate, pledge or otherwise encumber this Lease, assign its interest herein, or make any sublease or permit occupancy of the Premises or any part thereof be withheld in Landlord’s sole discretion. A “Transfer by anyone other than the TENANT, voluntarily or by operation of law. If TENANT shall be a corporation, any transfer of a majority of the capital stock of said corporation shall be deemed to be Tenant” will include (i) an assignment of this Lease. If TENANT shall be ; (ii) a partnership sublease of all or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance part of the covenants and agreements herein contained on the Premises; (iii) any transfer, mortgage, pledge or encumbrance of all or any part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an Tenant’s interest in or under this Lease thereby agreeing so or in the Premises, by operation of law or otherwise; (iv) a change of fifty percent (50%) or more of ownership in Tenant, by operation of law or otherwise; (v) a change in control of Tenant, or (vi) the use or occupancy of all or any part of the Premises by anyone other than Tenant. Notwithstanding the foregoing, a change of fifty percent (50%) or more of ownership in Tenant, by operation of law or otherwise may occur without Landlord’s prior written consent if Tenant provides Landlord with written notice which identifies the new owners at least thirty (30) days prior to such change in ownership. Any prohibited Transfer by Tenant will be boundvoid and will constitute a default under this Lease. Without limitation, it is expressly understood and agreed that no assignment Landlord shall have thirty (30) days from the date of TENANT'S interest receipt of Tenant’s request in this Lease which to determine whether or sublease not Landlord’s consent shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaidgranted. If TENANT shall request permission Landlord consents to sublet or assignany Transfer by Tenant, LANDLORD may condition Tenant will not be relieved of its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate obligations under this Lease and Tenant will remain liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease, to deal with TENANT'S proposed sublessee or assignee for a direct leasethe same extent as though no Transfer by Tenant had been made, such termination unless otherwise specifically provided in Landlord’s consent thereto. The acceptance of rent by Landlord from any person other than Tenant will not be deemed to be effective upon the execution a waiver by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term Landlord of the Lease had expired on the date fixed herein for such expiration but only as provisions of this Section 9.6 or of any other provision of this Lease. Any consent by Landlord to the area to Transfer by Tenant will not be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply deemed a consent to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationssubsequent Transfer by Tenant.

Assignment or Subletting. TENANT agrees that it shall not, without Without the prior written consent of the LANDLORDLandlord first obtained in each case, which LANDLORD may Tenant shall not unreasonably withholdassign, hypothecatetransfer, pledge mortgage, pledge, or otherwise encumber or dispose of this Lease, assign its interest herein, Lease or make any sublease or permit occupancy of sublet the Leased Premises or any part thereof or permit the Leased Premises to be occupied by anyone other persons, except that Tenant may, without Landlord’s consent, assign or transfer this Lease or sublease the Leased Premises or any part thereof to any affiliate or subsidiary of Tenant. Landlord's exercise of its consent shall be in its reasonable discretion. In furtherance thereof, in the case of a subletting, Landlord's consent may be predicated, among other things, upon Landlord becoming entitled to collect and retain all Rent and any other economic consideration payable under the sublease, and in the case of an assignment, Landlord's consent may be predicated, among other things, upon Landlord's right to require additional guaranties of payment and performance of the obligations of “Tenant” under this Lease, and further upon Landlord's becoming entitled to collect and retain one-half of any economic consideration for said assignment paid or payable by the prospective assignee to Tenant. Tenant shall pay all reasonable attorneys' fees and costs incurred by Landlord pursuant to this Section in connection with Landlord's review of any proposed assignment or sublease up to Two Thousand Five Hundred and No/100 Dollars ($2,500.00). If this Lease is assigned, or if the Leased Premises or any part thereof is subleased or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect or accept Rent from the TENANTassignee, voluntarily subtenant, or by operation of law. If TENANT shall be a corporationoccupant and apply the net amount collected or accepted to the Rent herein reserved, any transfer of a majority of the capital stock of said corporation but no such collection or acceptance shall be deemed to be an assignment a waiver of this Leasecovenant or the acceptance of the assignee, subtenant, or occupant as Tenant, nor shall it be construed as, or implied to be, a release of Tenant or any guarantor of the Lease from the further observance and performance by Tenant of the terms, provisions, covenants and conditions herein contained. If TENANT shall be a partnership or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding The consent by Landlord to any assignment or subletting hereunder shall not be construed as releasing Tenant from any liability hereunder or as constituting the consent by TENANTLandlord to any subsequent assignment or subletting, TENANT which subsequent assignment or subletting shall remain primarily liable for require the performance and observance prior written approval of Landlord as provided herein in each instance. In the covenants and agreements herein contained on event an assignment is permitted by Landlord, contemporaneously with the part granting of TENANT to be performed and observedLandlord’s consent, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease Tenant shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from cause the assignee to sublesseeexpressly assume in writing and agree to perform all of the covenants, which agreement duties and obligations of Tenant hereunder and upon such assumption such assignee shall be reasonably satisfactory jointly and severally liable with Tenant for performance of the covenants, duties, and obligations of Tenant hereunder (but any assignee who does not expressly assume such obligations in writing shall nevertheless be deemed to LANDLORD have assumed such obligations by acceptance of any such assignment). Any assignment, subletting, hypothecation, pledging or other disposition of Tenant's interest hereunder, in form violation of the terms hereof shall be deemed null and substance void, and shall provide that the assignee agrees with LANDLORD constitute an act of default hereunder. Upon notice to be liable as aforesaid. If TENANT shall request permission to sublet Landlord of a proposed sublease, assignment or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half other transfer of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess any portion of the Base and Additional Rent reserved hereunder after allowing TENANT to recover Leased Premises for the costs balance of subletting. LANDLORD furthermore the Lease Term (the "Proposed Space"), Landlord shall have the right in option, within thirty (30) days after its receipt of such case to notify TENANT that LANDLORD elects notice, to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. AlternativelyProposed Space by written notice to Tenant (the “Termination 18 Notice”), LANDLORD whereupon the parties hereto shall have no further rights or liabilities with respect to the Proposed Space except for those accruing prior to the effective date of such termination and as otherwise expressly set forth herein; provided, however, within ten (10) days after receipt of the Termination Notice, Tenant shall have the right right, by written notice to Landlord, to withdraw the notice of a proposed sublease, assignment, or other transfer, in such which case to terminate this Lease with the same shall continue in full force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationseffect.

Assignment or Subletting. Without written prior consent of the LANDLORD the term hereby demised shall not be assigned, mortgaged, pledged or transferred, nor shall any right or interest thereto or therein be conferred on or vested in anyone other than the TENANT, whether by operation of the law or otherwise, nor shall the TENANT agrees that it let, underlet, or permit the leased premises or any part thereof to be used by others for hire or for any other purpose than as above stated. If the LANDLORD shall notpermit the assignment of this lease or a subletting of the premises or any part thereof, one or more times, such permission shall not constitute a waiver of this clause or be deemed to permit any further assignment or subletting. Should the LANDLORD consent to the assignment of the lease, or any interest therein, or to subletting the demised premises in whole or in part, the TENANT does hereby guarantee the payment of, and covenants to pay the rent and all charges reserved hereunder and covered hereby until the expiration of the term hereof; and no failure of the LANDLORD to promptly collect from TENANT from the guarantee by such TENANT of the payment for such rental charges. The TENANT shall reimburse the LANDLORD for the reasonable time and expenses incurred by LANDLORD, not to exceed the sum of Five Hundred and no/100 ($500.00), in processing any request of TENANT for approval by LANDLLORD of assignment or subletting pursuant to this LEASE. In the event of the death of the TENANT, or if a Receiver is appointed by any court of competent jurisdiction of any assignment for the benefit of the creditors or shall take or attempt to take the benefit of any insolvency acts, statures, or laws now in force or hereafter enacted or an execution shall be issued pursuant to a judgment rendered against the TENANT written notice of thirty (30) days of its intention to terminate the lease, served upon the TENANT or left upon the demised premises; and the term hereof shall absolutely expire and terminate immediately upon the expiration of said thirty day period. Any assignment or subletting of this Lease, without the prior written consent of the LANDLORD, which LANDLORD may not unreasonably withhold, hypothecate, pledge or otherwise encumber this Lease, assign its interest herein, or make any sublease or permit occupancy of the Premises or any part thereof by anyone other than the TENANT, voluntarily or by operation of law. If TENANT shall be constitute a corporation, any transfer of a majority of the capital stock of said corporation shall be deemed to be an assignment breach of this Lease. If TENANT shall be a partnership or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporations.

Assignment or Subletting. TENANT agrees that it Without the prior written consent of the Landlord which shall notnot be unreasonably withheld or delayed, Tenant will not by operation of law or otherwise, assign, transfer, mortgage, or encumber this lease, or sublet or permit the Premises or any part thereof to be used by others; provided, however, the Premises may be sublet to, or used by, an affiliate of Tenant, which is a direct or indirect subsidiary of Prime Vision Health, Inc. and Tenant shall have the right to admit new owners into Tenant without the prior written consent of Landlord, and to change the LANDLORDform of entity of Tenant by merger or consolidation so long as Tenant is the surviving entity. Neither this lease nor any interest therein, which LANDLORD may not unreasonably withholdnor any estate thereby created, hypothecate, pledge shall pass by operation of law or otherwise encumber this Leaseto any trustee or receiver in bankruptcy of Tenant or any assignee for the benefit of the creditors of Tenant. In the event that Tenant by operation of law or otherwise, assign its interest hereinassigns, mortgages, or make any sublease encumbers this lease or permit occupancy of sublets the Premises or any part thereof in violation of this provision, then Landlord shall have the option to cancel and terminate this lease in which event Tenant shall immediately surrender the Premises to Landlord and Tenant shall hold Landlord harmless for any loss or damage, including attorney's fees, which Landlord may suffer by reason of such termination. If this Lease shall be assigned with consent, or if the Leased Premises or any part thereof shall be sublet or occupied by anyone other than Tenant, the TENANTLandlord may collect rent from the assignee, voluntarily other tenant or by operation of law. If TENANT shall be a corporationoccupant, any transfer of a majority of and apply the capital stock of said corporation shall be deemed net amount collected to be an assignment of this Lease. If TENANT shall be a partnership or limited partnership a transfer of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignmentthe rent herein reserved. Notwithstanding any assignment or subletting by TENANTsublease, TENANT Tenant shall remain primarily fully liable for the performance and observance of the covenants and agreements herein contained on the part of TENANT to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to shall not be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from performing any terms, covenants and conditions of this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationsLease.

Assignment or Subletting. TENANT agrees that it Tenant shall nothave the right to sublease or assign this Lease to a parent, subsidiary, affiliate, or other entity controlling or in common control with Tenant (collectively, an “Affiliate”) upon prior written notice to Landlord but without the requirement of prior written consent so long as the entity is of equal or better financial strength and provides a security deposit equal to the current security deposit being held by Landlord or $400,000, whichever is greater (unless otherwise agreed by the Landlord, at Landlord’s sole discretion) acceptable to Landlord and Landlord has been provided with a copy of such Affiliate’s financials prior to execution of the LANDLORDsublease or assignment. Except for a Transfer by Tenant to an Affiliate as set forth above, Tenant covenants and agrees not to make or permit a Transfer by Txxxxx, as hereinafter defined, without Lxxxxxxx’s prior written consent, which LANDLORD may consent shall not be unreasonably withhold, hypothecate, pledge or otherwise encumber this Lease, assign its interest herein, or make any sublease or permit occupancy of the Premises or any part thereof withheld. A “Transfer by anyone other than the TENANT, voluntarily or by operation of law. If TENANT Tenant” shall be a corporation, any transfer of a majority of the capital stock of said corporation shall be deemed to be include an assignment of this Lease. If TENANT shall be , a partnership sublease of all or limited partnership a transfer any part of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trustthe Premises, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment 30% or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance more of the covenants and agreements herein contained on the voting stock or interests of Tenant, or any assignment, sublease, license, franchise, transfer, mortgage, pledge or encumbrance of all or any part of TENANT to be performed and observedTenant’s interest under this Lease or in the Premises, such liability to be joint and several with that by operation of law or otherwise, or the use or occupancy of all or any assignee or sublessee, part of the Premises by anyone other than Tenant. Except as the cage may beotherwise provided herein, any such assignee or sublessee Transfer by Tenant without Landlord’s written consent shall be void and shall constitute a default under this Lease. In the event Landlord consents to any Transfer by Tenant, Tenant shall not be relieved of its acceptance of an interest in or obligations under this Lease thereby agreeing so and Tenant shall remain liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease to the same extent as though no Transfer by Txxxxx had been made. The acceptance of rent by Landlord from any person other than Tenant shall not be deemed to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement a waiver by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess Landlord of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs provisions of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Section or of any other provision of this Lease and any consent by Landlord to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution Transfer by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above Tenant shall not apply be deemed a consent to any assignment subsequent Transfer by Txxxxx. Landlord shall be entitled to consider any reasonable factor in giving or withholding its consent to a proposed Transfer by Txxxxx. Tenant covenants and agrees that in the event Landlord consents to a sublease between TENANT by Txxxxx, Tenant and Txxxxx’s subtenant shall enter into the form of agreement then being used by Landlord for subleases, and in the event Landlord consents to an assignment, Txxxxx and Txxxxx’s assignee shall enter into the form of agreement then being used by Landlord for assignments. In the event Tenant or Tenant’s transferee requests any changes or revisions to any such agreement, Tenant shall pay to Landlord, within 10 days after demand by Landlord, the reasonable costs and expenses of its affiliatesLandlord in connection with any request by Txxxxx for consent to a Transfer, subsidiaries, partners, parent corporations, joint ventures or sister corporationsincluding attorneys’ fees.

Assignment or Subletting. TENANT agrees that it 24. So long as no Tenant Default shall nothave then occurred and be continuing, without and subject to the terms and limitations set forth below, Tenant shall have the right to assign this Lease or sublet the Premises (to no more than three (3) subtenants in the aggregate at any one time) or any portion thereof only with the prior written consent of the LANDLORDLessor, which LANDLORD may consent shall not be unreasonably withholdwithheld if (i) as to an assignment or as to a sublease of more than 30,000 square feet, hypothecatethe proposed assignee or subtenant is reasonably creditworthy, pledge (ii) the proposed assignee or subtenant assumes, in a written assumption agreement in form and substance acceptable to Lessor in its commercially reasonable discretion, Tenant's obligations hereunder (as to subtenants, excluding the obligation as to pay Base Rent or Additional Rent) and otherwise encumber this Lease, assign its interest herein, or make any sublease or permit occupancy of the Premises or any part thereof by anyone other than the TENANT, voluntarily or by operation of law. If TENANT shall be a corporation, any transfer of a majority of the capital stock of said corporation shall be deemed agrees to be an bound by the terms hereof, from and after the date of assignment of this Lease. If TENANT shall Notwithstanding the foregoing, under no circumstances will Tenant be a partnership released from any obligations hereunder, nor will Guarantor be released from its obligations under the Lease Guaranty, upon any such assignment or limited partnership a transfer sublease, including without limitation any "Intracorporate Transfer" or space sharing arrangement as contemplated below in this Section 24. Should Tenant sublease in accordance with the terms of any partnership interest therein shall be deemed such an assignment and if TENANT shall be a Trustthis Lease, any transfer increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant (after reimbursement to the Tenant of beneficial interest therein shall reasonable costs incurred in consummating such sublease, including, without implied limitation, attorneys' fees, brokerage commissions and the cost of making changes by reason thereof in the Premises such commissions and costs of changes in the Premises to be such an assignment. Notwithstanding any assignment or subletting by TENANT, TENANT shall remain primarily liable for the performance and observance amortized of the covenants and agreements herein contained on term of occupancy of the part of TENANT to be performed and observed, such liability to be joint and several with that of any Premises by the assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease ) shall be effective until such time as TENANT shall deliver forwarded to LANDLORD an agreement from the assignee to sublesseeand retained by Lessor, which agreement increase shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay addition to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base Rent and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate due Lessor under this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationsLease.

Assignment or Subletting. TENANT agrees that it 25.1 Except as hereinafter provided, Tenant shall not, either voluntarily or by operation of law, assign, sell, hypothecate or transfer this Lease, or sublet the Premises or any part thereof, or permit or suffer the Premises or any part thereof to be used or occupied as work space, storage space, concession or otherwise by anyone other than Tenant or Tenant’s employees, without the prior written consent of the LANDLORDLandlord in each instance, which LANDLORD may consent shall not be unreasonably withholdwithheld, hypothecatedelayed or conditioned. Landlord agrees not to unreasonably withhold consent to any such assignment of this Lease or subletting of all or any portion of the Premises provided that Tenant requests the same in writing and provided that (i) at the time thereof, pledge or otherwise encumber Tenant is not in default under this Lease, assign (ii) Landlord, in its interest hereinreasonable discretion, or make any sublease or permit occupancy determines that the reputation, business, proposed use of the Premises and financial responsibility of the proposed assignee or sublessee, are commercially reasonable, (iii) any assignee or sublessee shall expressly assume all the obligations of this Lease on Tenant’s part to be performed, or in the case of a sublease of less than all of the Premises, assume such obligations with respect to the relevant portion of the Premises, (iv) such consent, if given, shall not release Tenant or any part thereof by anyone other than the TENANT, voluntarily or by operation guarantor of law. If TENANT shall be a corporation, Tenant’s obligation hereunder of any transfer of a majority of the capital stock of said corporation shall be deemed to be an assignment of its obligations under this Lease. If TENANT , including without limitation, its obligation to pay Rent, and (v) Tenant shall be a partnership or limited partnership a transfer of indemnify and hold Landlord harmless from any partnership interest therein shall be deemed brokerage commissions due in connection with such an assignment and if TENANT shall be a Trust, any transfer of beneficial interest therein shall be such an assignment. Notwithstanding any assignment or subletting by TENANTvirtue of Tenant’s actions. Whether or not such conditions to assignment or subletting are met, TENANT shall remain primarily liable for the performance and observance of the covenants and agreements herein contained on the part of TENANT Landlord, at its sole option, may elect to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to (x) terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct leasein the case of an assignment, such termination to be effective upon or, (y) in the execution by LANDLORD event of a direct Lease with such sublessee or assignee in sublease, the term of which case TENANT is released from ends during the last year of the Term, terminate this Lease with respect to the area at issueportion of the Premises subject to the proposed sublease, on the first day of the second calendar month next succeeding receipt of Tenant’s written request for consent to assignment or subletting, to be effective unless Tenant elects to withdraw its request to sublease or assign, which election, if exercised by Landlord, shall be by written notice to Tenant given within twenty (20) days of receipt by Landlord of Tenant’s request for such consent to assign or sublet. Alternatively, LANDLORD shall have the right in such case If Landlord elects to terminate this Lease in accordance with the same force and effect as if foregoing sentence, then Landlord may lease the term relevant portion of the Lease had expired on the date fixed herein for such expiration but only as Premises to the area to be sublet. TENANT does hereby release LANDLORD of and from sublessee or assignee proposed by Tenant or any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee other person or sublessee to the extent permitted by law. The above shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationsentity.

Assignment or Subletting. TENANT agrees that it shall notSection 7.01 Except as provided in Section 7.03, Tenant may not assign or encumber this Lease or its interest in the Premises arising under this Lease, and may not sublet all or any part of the Premises without first obtaining the prior written consent of the LANDLORDLandlord, which LANDLORD may provided that Landlord does not unreasonably withhold, hypothecate, pledge or otherwise encumber this Lease, assign withhold its interest herein, or make consent. Landlord will be deemed reasonable in withholding its consent based on any sublease or permit occupancy of the Premises or any part thereof by anyone other than following factors: (i) the TENANT, voluntarily or by operation of law. If TENANT shall be a corporation, any transfer of a majority financial condition of the capital stock proposed assignee or subtenant is not consistent with Landlord’s then current, but reasonable, underwriting standards for tenants of said corporation shall be deemed the Building Project; (ii) the proposed assignee’s or subtenant’s use is not in keeping with the quality of the Building Project; (iii) the proposed assignee or subtenant has a poor business reputation; (iv) the proposed assignee or subtenant is an existing tenant in any other space in the Building or has, within the last one hundred twenty (120) days, had discussions with Landlord with respect to be an assignment other space in the Building; or (v) Tenant is in default under any of the provisions of this Lease. If TENANT Tenant desires to assign or sublease, Tenant must provide ten (10) Business Days’ prior written notice to Landlord describing the proposed transaction in reasonable detail and providing all documentation (including detailed financial information for the proposed assignee or subtenant) reasonably necessary to let Landlord evaluate the proposed transaction. Landlord shall be notify Tenant within said ten (10) Business Days of its receipt of such notice whether Landlord elects to exercise its recapture right under Section 7.12, and, if not, whether Landlord consents to the requested assignment or sublease. If Landlord fails to respond within such ten (10) Business Day period, Tenant shall give Landlord a partnership or limited partnership a transfer of any partnership interest therein shall second written notice clearly marked “Second Notice” requesting Landlord’s consent within five (5) Business Days, whereupon Landlord’s nonresponse within said five (5) Business Days will be deemed such an assignment and if TENANT a consent. One consent shall not be a Trustthe basis for any further consent. The foregoing notwithstanding, any transfer of beneficial interest therein Landlord shall be such an assignment. Notwithstanding any assignment or subletting by TENANThave no recapture rights for subleases which, TENANT shall remain primarily liable for the performance and observance along with other then existing subleases, constitute less than thirty percent (30%) of the covenants and agreements herein contained on the part of TENANT Premises, nor for any subleases or assignments for which Landlord has no consent rights pursuant to be performed and observed, such liability to be joint and several with that of any assignee or sublessee, as the cage may be, any such assignee or sublessee by its acceptance of an interest in or under this Lease thereby agreeing so to be bound. Without limitation, it is expressly understood and agreed that no assignment of TENANT'S interest in this Lease or sublease shall be effective until such time as TENANT shall deliver to LANDLORD an agreement from the assignee to sublessee, which agreement shall be reasonably satisfactory to LANDLORD in form and substance and shall provide that the assignee agrees with LANDLORD to be liable as aforesaid. If TENANT shall request permission to sublet or assign, LANDLORD may condition its consent upon an agreement by TENANT to pay to the LANDLORD, as Addition Rent, an amount equal to one half of all payments received by TENANT in consideration thereof, whether as rent or otherwise, in excess of the Base and Additional Rent reserved hereunder after allowing TENANT to recover the costs of subletting. LANDLORD furthermore shall have the right in such case to notify TENANT that LANDLORD elects to terminate this Lease and to deal with TENANT'S proposed sublessee or assignee for a direct lease, such termination to be effective upon the execution by LANDLORD of a direct Lease with such sublessee or assignee in which case TENANT is released from this Lease with respect to the area at issue. Alternatively, LANDLORD shall have the right in such case to terminate this Lease with the same force and effect as if the term of the Lease had expired on the date fixed herein for such expiration but only as to the area to be sublet. TENANT does hereby release LANDLORD of and from any claim which TENANT may have by reason of LANDLORD'S activity in dealing with such assignee or sublessee to the extent permitted by law. The above shall not apply to any assignment or sublease between TENANT and any of its affiliates, subsidiaries, partners, parent corporations, joint ventures or sister corporationsSection 7.03.