Common use of Assignment and Subletting Clause in Contracts

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Lessee covenants and agrees that it will not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part of the Premises without, in each instance, having first received the express written consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding (a) Lessee shall not, without the prior written consent of Lessor (i) assign or in any other provisions of this Lease, Lessee covenants and agrees that it will not assign manner transfer Lessee's interest in this Lease or any estate or interest therein, or (ii) permit any assignment or transfer of this Lease or any estate or interest therein by operation of law, merger or consolidation, or (iii) sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole Premises or any part thereof, or (iv) grant any license, concession, or other right of occupancy of any portion of the Premises. Consent by Lessor to one or more assignments or sublettings shall not operate as a waiver of Lessor's rights as to any subsequent assignments and sublettings. Notwithstanding any approved assignment or subletting, Lessee shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Lessee's other obligations under this Lease and in the event of any assignment, by operation of law, merger, consolidation or otherwise, any assignee shall assume and agree to perform all obligations of Lessee hereunder while an event of default, as hereinafter defined, should occur the Premises or any part thereof are then assigned or sublet, Lessor, in addition to any other remedies herein provided or provided by law, may at its option, collect directly from such assignee or sublessee all rents becoming due to Lessee under such assignment or sublease, and apply such rent against any sums due to Lessor by Lessee hereunder, and Lessee hereby authorizes and directs any such assignee or sublessee to make such payments of rent directly to Lessor upon receipt of notice from Lessor. No direct collection by Lessor from any such assignee or sublessee shall be construed to constitute a novation or a release of Lessee from the further performance of its obligations hereunder. Receipt by Lessor of rent from any assignee, sublessee, or occupant of the Premises without, in each instance, having first received shall not be deemed a waiver of the express written consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided covenant contained in this Paragraph 12.Lease against assignment and subletting or a release of Lessee under this Lease. Lessee shall not mortgage, pledge, or otherwise encumber its interest in this Lease or in the Premises. Any attempted assignment or sublease by Lessee in violation of the terms and covenants of this paragraph shall be void. Tenant Initials ___________ Landlord Initials___________ 1. (b) ln the event Lessee desires Lessor’s 's consent to any proposed an assignment of this the Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than and as permitted a condition to an Affiliate the granting of such consent, Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where submit to Lessor shall consent to such subletting, in writing the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification name of the proposed assignee or sublesseesubtenant, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and commencement date of such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies the nature and character of the business of the proposed assignee or subtenant and such financial information as shall be reasonably necessary for Lessor in writing to determine the credit-worthiness of Lessee’s intent to assign this Lease such proposed assignee or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), subtenant. Lessor shall have the option, exercisable by written notice option (to Lessee given be exercised within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate from submission of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d's written request), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate to refuse to consent to Lessee's assignment or subleasing of such space and to continue this Lease, Lease in full force and effect as to the entire Premises; or (ii) upon to permit Lessee to assign or sublet such space; subject, however, to provision satisfactory to Lessor for payment to Lessor of any consideration to be paid by such proposed assignee or sublessee in connection with such assignment or subletting in excess of Base Rental otherwise payable by Lessee and for payment to Lessor of any lump sum payment in connection with such assignment or subletting. If Lessor should fail to notify Lessee in writing of its election as described above within such thirty (30) days written noticeday period, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited deemed to compensatory damages and/or injunctive reliefhave elected option (i) above. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of (i) Lessee covenants not to assign this Lease, Lessee covenants and agrees that it will not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole all or any part of the Premises without, or allow a change in each instance, having first received the express ownership of the leasehold interest without the price written consent of the Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld. An assignment for the benefit of creditors of Lessee or by operation of law shall not be effective to transfer or assign the Lessee's interest without and unless the Lessor first consents in writing. If a sublease or assignment is made as provided in this section, conditioned or delayed, provided that Lessee shall pay Lessor a charge of Two Hundred Dollars (i$200.00) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out reimburse Lessor for all of the obligations under necessary legal and accounting services required. Lessee shall be permitted with no cost to assign this Lease or the subleaseto a wholly owned subsidiary to be formed by it, as the case may be, which subsidiary shall engage in banking services. (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force not result in Lessee being released or effect. In discharged from any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided liability under this Lease. Any such request shall set forth, in detail reasonably satisfactory As a condition to Lessor's prior written consent as provided for in this section, the identification of the proposed assignee assignee(s) or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request subtenant(s) shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor agree in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, comply with and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment terms of this Lease. (iii) Lessor's consent to any assignment, whether with encumbrance, subletting, occupation, lien or without the Lessor’s consent, and no subletting other transfer shall not release Lessee from any of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its Lessee's obligations under this Lease or release the Guarantor of its obligations under its guarantybe deemed to be a consent to any subsequent occurrence. Any assignment assignment, encumbrance, subletting, occupation, lien or subletting pursuant to other transfer of this Lease which does not comply with the provisions of this paragraph shall be a “Permitted Transfer”void. (aiv) An Any assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, sublease shall recite that it is and shall be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without subject and subordinate to the necessity provisions of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, and the termination or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% cancellation of the Base Rent then in effect. Further, in the event this Lease shall constitute a termination and cancellation of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed every assignment or subletting if Lessee is in Breach or Default at the time consent is requestedsublease. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Lessee covenants and agrees that it will not shall have the right to assign this Lease (and its leasehold interest hereunder) or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole all or any part portion of the Premises without, in each instance, having first received the express written consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. without Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) to any such assignee entity wholly owned or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may becontrolled by Lessee, (ii) the assignee to a subsidiary, affiliate or sublessee has a business reputation that will not detract from the image parent of the Building and Lessee, (iii) in the case of an assignmentto a successor entity by merger or consolidation and (iv) to any entity that acquires all or substantially all of, the proposed assignee has or a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a subleasecontrolling interest in, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalidLessee, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that assignee is at least greater than or equal to the net worth of Lessee as of the date day hereof. Leases, subleases, rental agreements and occupancy agreements made by Lessee involving storage units shall not require Lessor’s consent. The use of the assignmentPremises by such assignee or sublessee will be in accordance with the provisions of Section 2 hereof. In Notwithstanding any assignment or sublease, Lessee will remain liable for the avoidance performance of doubtthe obligations of Lessee pursuant to this Lease. Except as set forth above, it Lessee will not by operation of law or otherwise assign, mortgage, pledge, encumber or otherwise transfer this Lease, nor the estate and Term hereby granted, nor any part hereof or thereof, nor any interest of Lessee in this Lease or in any sublease or rentals thereof, nor sublet or permit the Premises or any part thereof to be used by others, without Lessor’s prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. The consent by Lessor to any assignment or subletting shall not in any manner be construed to relieve Lessee from obtaining Lessor’s express written consent to any other or further assignment or subletting or to any amendment or modification of any existing assignment or subletting previously consented to. If any lien is agreed that no filed against the Premises for brokerage services claimed to have been performed for Lessee, in connection with an assignment of this Lease, whether with Lease or without the Lessor’s consent, and no subletting of all or any portion a sublease of the Premises, again with whether or without not actually performed, the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph same shall be discharged of record by Lessee within ten (10) business days after Lessee receives notice of the filing thereof (unless a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shallshorter time period is required by the fee mortgagee of Premises), at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive reliefexpense. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Lessee covenants and agrees that it will not shall have the right to assign this Lease (and its leasehold interest hereunder) or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole all or any part portion of the Premises without, in each instance, having first received the express written consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. without Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) to any such assignee entity wholly owned or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may becontrolled by Lessee, (ii) the assignee to a subsidiary, affiliate or sublessee has a business reputation that will not detract from the image parent of the Building and Lessee, (iii) in the case of an assignmentto a successor entity by merger or consolidation, the proposed assignee has (iv) to any entity that acquires all or substantially all of, or a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a subleasecontrolling interest in, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalidLessee, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that assignee is at least greater than or equal to the net worth of Lessee as of the date day hereof and (v) to the ▇▇▇. Any and all subleases and sub-subleases involving the ▇▇▇ shall be, and hereby are, permitted without Lessor’s consent. Leases, subleases, rental agreements and occupancy agreements made by Lessee involving storage units shall not require Lessor’s consent. The use of the assignmentPremises by such assignee or sublessee will be in accordance with the provisions of Section 2 hereof. In Notwithstanding any assignment or sublease, Lessee will remain liable for the avoidance performance of doubtthe obligations of Lessee pursuant to this Lease. Except as set forth above, it Lessee will not by operation of law or otherwise assign, mortgage, pledge, encumber or otherwise transfer this Lease, nor the estate and Term hereby granted, nor any part hereof or thereof, nor any interest of Lessee in this Lease or in any sublease or rentals thereof, nor sublet or permit the Premises or any part thereof to be used by others, without Lessor’s prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. The consent by Lessor to any assignment or subletting shall not in any manner be construed to relieve Lessee from obtaining Lessor’s express written consent to any other or further assignment or subletting or to any amendment or modification of any existing assignment or subletting previously consented to. If any lien is agreed that no filed against the Premises for brokerage services claimed to have been performed for Lessee, in connection with an assignment of this Lease, whether with Lease or without the Lessor’s consent, and no subletting of all or any portion a sublease of the Premises, again with whether or without not actually performed, the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph same shall be discharged of record by Lessee within ten (10) business days after Lessee receives notice of the filing thereof (unless a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shallshorter time period is required by the fee mortgagee of Premises), at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive reliefexpense. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of Tenant shall not assign this Lease, Lessee covenants or any interest therein and agrees that it will shall not assign this Lease sublet the Premises or sublet any part thereof, or any right or privilege appurtenant thereto, or suffer any other person to occupy or use the Premises, or any portion thereof, without the written consent of Landlord which consent may be withheld in Landlord’s sole discretion. Tenant shall, by notice in writing, advise Landlord of its intention from on and after a stated date (which term, without limitation, shall include not be less than sixty (60) days after the granting date of concessions, management arrangements and Tenant’s notice) to sublet any such part or all of the like) Premises for the whole balance or any part of the Premises withoutTerm, and, in each instancesuch event Landlord shall have the right, having first received to be exercised by giving written notice to Tenant thirty (30) days after receipt of Tenant’s notice, to recapture the express written space described in Tenant’s notice and such recapture notice shall, if given, cancel and terminate this Lease with respect to the space therein described as of the date stated in Tenant’s notice. Tenant’s notice shall state the name and address of the proposed subtenant or assignee and a true and complete copy of the proposed sublease or assignment shall be delivered to Landlord with said notice. If Tenant’s notice shall cover all of the space hereby demised and if Landlord shall give the aforesaid recapture notice with respect thereto, the Term of this Lease shall expire and end on the date stated in Tenant’s notice as fully and completely as if that date had been herein definitely fixed for the expiration of the Term. If, however, this Lease shall be canceled pursuant to the foregoing with respect to less than the entire Premises, the rental shall be adjusted on the basis of the number of square feet retained by Tenant in proportion to the rent, and this Lease as so amended shall continue thereafter in full force and effect. If Landlord, upon receiving Tenant’s said notice with respect to any such space, shall not exercise its right to cancel as aforesaid, Landlord will not unreasonably withhold its consent of Lessorto Tenant’s assigning or subletting the space covered by its notice, which Lessor may withhold provided; (i) at the time thereof Tenant is not in default under this Lease, (ii) Landlord, in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any reasonably exercised, determines that the reputation, business, proposed assignment of this Lease or subletting of all but not less than all use of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the Premises and financial capacity to carry out all responsibility of the obligations under this Lease proposed sublessee or the subleaseoccupant, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and Premises are satisfactory to Landlord, (iii) in the case of an assignment, the proposed any assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform or subtenant shall expressly assume all the obligations of Lessee under this Lease then remaining on Tenant’s part to be performed or in the case performed; (iv) such consent if given shall not release Tenant of a sublease, the proposed subtenant any of its obligations (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for Additional Rent) under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, (v) Tenant agrees specifically to pay over to Landlord, as additional rent, all sums received by Tenant under the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits Terms and losses from the business operations of the Lessee in the Premises conditions to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an such assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as which are in excess of the date specified in Lessee’s request. Notwithstanding amounts otherwise required to be paid pursuant to the Lease, except if such sum relates to payments between any contrary provisions hereinrelated corporate entity; and (vi) a consent to an assignment, Lessor’s consent subletting occupation or use shall be limited to such particular assignment, sublease or occupation and shall not be required for deemed to constitute Landlord’s consent to an assignment or sublease to or occupation by another person. Any such assignment or subletting to an Affiliate of Lesseewithout such consent shall be void and shall, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; providedoption of Landlord, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee constitute a default under this Lease. Further, Tenant will pay all of Landlord’s costs associated with any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be including but not limited to compensatory damages and/or injunctive reliefreasonable legal fees. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions Tenant shall not, without the prior written consent of this LeaseLandlord, Lessee covenants and agrees that it will not assign which may be withheld at Landlord's sole discretion, voluntarily or involuntarily assign, mortgage, encumber or hypothecate this Lease or any interest herein or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole Premises or any part of the Premises without, in each instance, having first received the express written consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any a management or similar agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as considered to be an assignment of this Lease and by Tenant. Any of the foregoing acts without such consent shall be governed by void but shall, at the provisions option of Landlord in its sole discretion, constitute an Event of Default giving rise to Landlord's right, among other things, to terminate this Paragraph 12Lease. Without limiting Lessor’s discretion to grant the foregoing, this Lease shall not, nor shall any interest of Tenant herein, be assigned or withhold its encumbered by operation of law without the prior written consent to any proposed assignment or sublettingof Landlord which may be withheld at Landlord's sole discretion. Notwithstanding the foregoing, if Lessee notifies Lessor in writing of Lessee’s intent to Tenant may without Landlord's consent assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; providedany portion thereof to a wholly-owned subsidiary of Tenant, however, provided that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of such subsidiary fully assumes the obligations of the Lessee Tenant under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of Tenant remains fully liable under this Lease, whether with or without the Lessor’s consentuse of the Premises remains unchanged, and no subletting such assignment or sublease shall be valid and no such subsidiary shall take possession of all the Premises until an executed counterpart of such assignment or sublease has been delivered to Landlord. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet the Premises on any basis such that the rental to be paid by the sublessee thereunder would be based, in whole or in part, on either the income or profits derived by the business activities of the sublessee, or any other formula, such that any portion of the Premises, again with or without sublease rental received by Landlord would fail to qualify as "rents from real property" within the Lessor’s consent, shall act to relieve meaning of Section 856(d) of the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d)U.S. Internal Revenue Code, or a noncurable Breach without the necessity of any notice and grace periodsimilar or successor provision thereto. If Lessor elects Nothing herein shall require Landlord's consent to treat such unapproved assignment lease agreements or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, rental agreements with residents in the event ordinary course of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rentTenant's business. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Lessee covenants and agrees that it will shall not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or sublease any part portion of the Premises without, in each instance, having first received the express Leased Property without Lessor's prior written consent of Lessor, which consent. Lessor may shall not unreasonably withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease subletting or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayedassignment, provided that (ia) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as in the case may beof a subletting, the sublease and the sublessee shall comply with the provisions of this Article XXIII, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iiib) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient shall assume in Lessor’s reasonable judgment writing and agree to fully keep and perform all of the obligations terms of this Lease on the part of Lessee under this Lease then remaining to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof, (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or in assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of a subleaseeither an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations prompt payment of Lessee under this Lease the Rent and for the performance and observance of all of the obligations, covenants and conditions to be performed by Lessee hereunder and under all of the subtenant under other documents executed in connection herewith. Notwithstanding anything contained herein to the proposed subleasecontrary, Lessor and Lessee acknowledge that there currently exists certain leases or subleases on the Leased Property as described on EXHIBIT C attached hereto (collectively the "Existing Subleases"). Any assignment of this Lease or subletting modifications, amendments and restatements of the whole or Existing Subleases must be approved by Lessor in accordance with this Article XXIII. Notwithstanding anything contained herein to the contrary, any part of the Premises (other than as permitted to an Affiliate proposed assignee of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force any proposed sublessee or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee subtenant must each have an equal or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other stronger credit rating than the Lessee (on the Commencement Date. Lessor's failure or refusal to approve an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor assignee or a subletting to be bound by all of the obligations of the Lessee under this Lease. Further, any person a sublessee or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or subtenant without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph required credit rating shall be a “Permitted Transfer”reasonable. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions 10.1 The Tenant hereby acknowledges that the Landlord has entered into this Lease because of the Tenant's financial strength, goodwill, ability and expertise and that, accordingly, this LeaseLease is one which is personal to the Tenant, Lessee covenants and agrees for itself and its successors and assigns in interest hereunder that it will not (a) assign any of its rights under this Lease Lease, or sublet (which termb) make or permit any total or partial sale, without limitationlease, shall include the granting sublease, assignment, conveyance, license, mortgage, pledge, encumbrance, or a transfer of concessionsa controlling interest in Tenant, management arrangements and the like) the whole or other transfer of any part or all of the Premises withoutor the occupancy or use thereof (each of which is hereinafter referred to as a "Transfer"), in each instance, having without first received obtaining the express Landlord's written consent of Lessorthereto (which consent/18// and, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s if given, shall not constitute a consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premisessubsequent such Transfer, whether ____________________ /18// shall not be unreasonably withheld, conditioned or delayed, provided that (i) any so long as such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the transferee meets Landlord's reasonable criteria, which criteria are as follows: a. The financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification strength of the proposed assignee or sublesseesubtenant, its both in terms of net worth and in terms of reasonably anticipated cash flow over the Lease term, is not materially less than Tenant's financial condition and strength at the terms on which time this Lease was signed or at the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect time of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that sublease, whichever is greater. by the assignee person hereinabove named as the "Tenant" or sublessee agrees directly by any such transferee). The Landlord shall be entitled, at its sole discretion, to condition any such consent upon the entry by such person into an agreement with Lessor, (and in form and substance satisfactory to Lessorto) the Landlord, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by it assumes all of the Tenant's obligations of hereunder. Any person to whom any Transfer is attempted without such consent shall have no claim, right or remedy whatsoever hereunder against the Lessee under this Lease. FurtherLandlord, and the Landlord shall have no duty to recognize any person claiming under or entity owning directly or indirectly, a majority of either through the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer same. No such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether action taken with or without the Lessor’s consent, and no subletting Landlord's consent shall in any way relieve or release the Tenant from liability for the timely performance of all of the Tenant's obligations hereunder. The Tenant hereby acknowledges that any merger, consolidation or other restructuring of ownership interests in Tenant constitutes a Transfer hereunder. As additional rent, Tenant shall reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting; no assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee); no consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance. In the event that any assignee or subtenant pays to Tenant any amounts in excess of the Annual Rent and additional rent then payable hereunder, or pro rata portion thereof on a square footage basis for any portion of the Premises, again with or without the Lessor’s consent, Tenant shall act promptly pay/19// said excess to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”Landlord as and when received by Tenant. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, 10.2 Anything contained in the event foregoing provisions of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during this Section to the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.contrary ________________________

Assignment and Subletting. 12.1 Tenant shall not, without the prior written consent of Landlord, assign, mortgage, encumber or otherwise transfer this Lease or any interest herein directly or indirectly, by operation of law or otherwise, or sublet the Premises or any part thereof, or permit the use or occupancy of the Premises by any party other than Tenant (each, a “Transfer”), in each case without Landlord’s prior written consent (except as set forth below with respect to a Permitted Transfer). Notwithstanding any other provisions the foregoing to the contrary, Landlord shall not unreasonably withhold, delay or condition its consent to a sublet of the Premises or an assignment of this Lease, Lessee covenants and agrees provided that it will not assign (a) Tenant shall deliver to Landlord prior written notice of such proposed transfer together with such related information as Landlord shall reasonably request, (b) no Event of Default under this Lease or sublet shall have occurred and be continuing, (which term, without limitation, shall include the granting of concessions, management arrangements and the likec) the whole financial worth and creditworthiness of the proposed transferee with respect to any assignment or any part sublet of more than 50% of the Premises without, in each instance, having first received shall not be less than that of Tenant both as of the express written consent date of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment execution of this Lease and the date of such proposed Transfer, based upon audited financial statements or subletting of equivalent financial information, and shall for all but not less than all other sublets be sufficient to meet the obligations of the Premises, applicable sublease; (d) Tenant shall not remain fully liable under this Lease and the transferee shall be unreasonably withheld, conditioned or delayed, provided that jointly and severally liable with Tenant for all such obligations; and (ie) any such assignee or sublessee transferee (or in the event of an affiliated entity or parent company thereofassignment) demonstrates the financial capacity shall agree directly with Landlord to carry out be bound by all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted Tenant hereunder pursuant to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent assumption agreement reasonably satisfactory to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunderLandlord, including, without limitation, the obligation to pay the all Rent and other amounts provided charges due under this Lease. Any such request If at any time or from time to time during the Term, Tenant desires to effect a Transfer, Tenant shall set forth, in detail reasonably satisfactory deliver to Lessor, Landlord written notice (a “Transfer Notice”) setting forth the identification terms of the proposed Transfer and the identity of the proposed assignee or sublesseesubtenant (each, its financial condition a “Transferee”). Tenant shall also deliver to Landlord with the Transfer Notice an acceptable assumption agreement for Tenant’s obligations under this Lease (in the case where the Transfer is a proposed assignment of this Lease) together with all relevant information reasonably requested by Landlord concerning the proposed Transferee to assist Landlord in making an informed judgment regarding the Transferee’s proposed use of the Premises (which use must be permitted by Applicable Laws), and the terms on which financial responsibility, creditworthiness, reputation, and business experience of the proposed assignment Transferee. The direct or subletting is to be made, including, without limitation, indirect transfer of a controlling portion of or interest in the Rent stock or any partnership or membership interests or other consideration to be paid evidences of equity interests of Tenant in respect thereto and such request one or more related transactions shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any if such Transfer were an assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting . The direct or indirect transfer of less than a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as if such Transfer were an assignment of this Lease and shall be governed by the provisions unless part of this Paragraph 12. Without limiting Lessor’s discretion a series of transactions intended to grant transfer a controlling portion of or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except interest in the case stock or partnership or membership interests or other evidences of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt equity interests of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s requestTenant. Notwithstanding anything in this Article 12 to the contrary, the issuance or transfer of equity interests in Tenant or any contrary provisions herein, Lessor’s consent entity holding a direct or indirect interest in Tenant on a nationally recognized public stock exchange shall not be required for deemed an assignment or subletting to an Affiliate of Lessee, and for within the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment meaning of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”Section 12.1. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding (a) Sublessee shall not sell, assign, encumber or otherwise transfer by operation of law or otherwise this Sublease or any interest herein, sub-sublet the Subleased Premises, or suffer any other provisions person to occupy or use the Subleased Premises or any portion thereof, without the prior written consent of this LeaseSublessor and Master Landlord as provided herein, Lessee covenants nor shall Sublessee permit any lien to be placed on the Sublessee's interest by operation of law or otherwise. Sublessee shall, by written notice, advise Sublessor of its desire from and agrees that it will not assign this Lease or sublet after a stated date (which termshall not be less than ten (10) days nor more than ninety (90) days after the date of Sublessee's notice), without limitation, shall include to subsublet the granting of concessions, management arrangements and the like) the whole Subleased Premises or any portion thereof for any part of the Premises withoutterm hereof. Said notice by Sublessee shall state the name and address of the proposed sub- subtenant, in each instancetogether with such proposed sub-subtenant's certified financial statements, having first received and Sublessee shall deliver to Sublessor a true and complete copy of the express written proposed subsublease with said notice. Sublessor shall not unreasonably withhold its own consent of Lessorto such sub-sublease, which Lessor may withhold in provided Master Landlord shall also give its sole discretion except as expressly provided in this Paragraph 12consent. 1(b) Any sub-subletting hereunder by Sublessee shall not result in Sublessee being released or discharged from any liability under this Sublease. Lessor’s Any consent by Sublessor to any sub-subletting of the Subleased Premises or any part thereof by Sublessee shall not be deemed to be a consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or other sub- subletting of the whole or any part Subleased Premises and shall not constitute a waiver of the Premises (other than as permitted to an Affiliate requirements of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall Sublessor's consent to any other subsubletting of the Subleased Premises as such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Leaserequirement is stated herein. Any such request shall set forthsale, in detail reasonably satisfactory to Lessorassignment, the identification of the proposed assignee encumbrance, subsubletting, occupation, lien or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall Sublease which does not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or comply with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion paragraph shall be voidable and at Sublessor's election shall constitute a default hereunder. (c) Sublessee shall pay to grant or withhold its consent to Sublessor of all rent received by Sublessee from any proposed assignment or subletting, if Lessee notifies Lessor sub-subletting hereunder in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as excess of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting rent payable by Sublessee to an Affiliate of LesseeSublessor under this Sublease, and any sums paid to Sublessee by any assignee hereunder in consideration of the assignment of this Sublease. Sublessee hereby irrevocably assigns to Sublessor, as security for the purposes hereofSublessee's obligations under this Sublease, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, nonall rent from any sub-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; subletting provided, however, that in until the case occurrence of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of default by Sublessee hereunder, Sublessee shall have the right to collect such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Lessee covenants and agrees that it will not assign this Lease or (a) Tenant may sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part of the Premises withoutor assign or otherwise transfer its interests hereunder without obtaining Landlord’s consent; provided, in each instance, having first received the express written consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) at the time of any such assignee sublease or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may beassignment no Default exists, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such sublease or assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory shall by its terms be expressly made subject and subordinate to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; , (iii) with respect to any sublease of less than forty thousand (40,000) rentable square feet of the Premises, Tenant shall have given Landlord ten (10) days’ prior written notice of any such subletting sublease or assignment (but the failure to do so shall not relieve invalidate such transfer and shall not be considered a breach or Default by Tenant hereunder), and (iv) for any sublease or assignment entered into after the Lessee named herein date hereof, such sublease shall contain a section to read as follows: “Sublessee by its execution of any this Sublease hereby unconditionally acknowledges and agrees as follows: (a) Sublessee has received a copy of the obligations Lease Agreement dated as of Lessee , 201 (the “Primary Lease”), between THE CITY OF SAN DIEGO, as Tenant, and 101 Ash, LLC, as Landlord, (b) this Sublease represents a sublease of Sublessor’s rights in and to the Premises and this Sublease and the rights of Sublessee hereunder are in all respects subject and subordinate to the Primary Lease.” No such assignment or sublease shall modify or limit any right or power of Landlord hereunder or affect or reduce any obligation of Tenant hereunder, and Lessee all such obligations shall remain fully liable therefor. In continue in full effect as obligations of a principal and not of a guarantor or surety, as though no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or sublettingsubletting had been made. Tenant shall, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt the execution of any such notice of intent sublease or assignment, deliver a conformed copy thereof to assign Landlord and the Trustee. Tenant shall have no rights to mortgage or sublease, to terminate otherwise hypothecate its leasehold interest under this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent Lease. (b) Landlord shall not be required for an entitled to any net profits resulting from a sublease or assignment. Upon the occurrence of a Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease of any of the Leased Premises, which rents and other sums shall be applied to Tenant’s outstanding obligations under this Lease (and any excess shall be paid to Tenant unless and until this Lease is terminated) and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) and during the continuance of a Default. (c) Landlord shall be entitled to sell, convey, assign, transfer, mortgage, hypothecate or subletting to an Affiliate of Lessee, and for the purposes hereof, an encumber (any a “Affiliate of Lessee” shall mean (xTransfer”) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stockany part thereof without Tenant’s consent, provided that the Lease shall remain in full force and effect and without impact or effect from such Landlord and further provided that Landlord shall notify Tenant, in writing, of any such Transfer, provided that Landlord’s failure to do so shall not affect the validity of any such Transfer, constitute a Default under this Lease or the affect the right or title to the Premises of the transferee; provided, however, that if Tenant is not provided notice of a Transfer and until such notice has been delivered, Tenant shall not be in Default if Tenant otherwise lacks knowledge of the Transfer and, due to Landlord’s failure to provide notice of a Transfer, Tenant pays the Rent to the prior Landlord and not to the transferee (in which case Landlord shall be responsible for making any such Transferee whole, which shall include the payment of any assignment to an Affiliate of Lesseeand all penalties, the Affiliate shall agree directly with Lessor to be bound fines and/or fees charged by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”said Transferee). (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other Subject to the provisions of this Leaseparagraph 6, Lessee covenants and agrees that it will shall not assign this Lease in whole or in part, or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole all or any part of the Premises without, in each instance, having first received without the express written consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent prior written consent, except Lessee may assign to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee person or sublessee (business entity which is parent, subsidiary or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all affiliate of the obligations under this Lease or the sublease, as the case may be, Lessee; (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or business entity other than the Lessee (that controls or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, ; (yiii) any person or business entity that is merged or consolidated with Lessee or purchases a successor corporation related majority or controlling interest in the ownership or assets of Lessee. Consent by Lessor to Lessee any other assignment or subletting shall not constitute a waiver of the necessity of such consent to any subsequent assignment or subletting. This prohibition against any assignment or subletting shall be construed to include a prohibition against any subletting or assignment by merger, consolidation, non-bankruptcy reorganizationoperation of law. If this Lease is assigned, or government action, or (z) a purchaser of substantially all of Lessee’s assets at if the Premises or stock; providedany part thereof is sublet or occupied by anyone other than Lessee, howeverLessor may collect Base Rent and Additional Rent from the assignee, that in sublessee or occupant and apply the case net amount collected to the Base Rent and Additional Rent and other obligations of Lessee hereunder reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver or release of Lessee from the further performance by Lessee of the covenants on the part of Lessee hereunder contained. Notwithstanding any assignment or sublease, Lessee shall remain fully liable on this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease unless Lessee is released from such liability in writing by Lessor. Any person or entity to an Affiliate which this Lease is assigned pursuant to the provisions of Lesseethe Bankruptcy Code, the Affiliate 11 USC sections 101, et seq., shall agree directly with Lessor be deemed without further act to be bound by have assumed all of the obligations of the Lessee arising under this LeaseLease on and after the date of such assignment. FurtherAny such assignee shall, any person upon demand, execute and deliver to Lessor an instrument confirming such assumption. Any monies or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign other considerations payable or otherwise transfer to be delivered in connection with such interests assignment shall be paid to another person or entityLessor, provided thatshall be the exclusive property of Lessor, in all instances, the combined net worth and shall not constitute property of the Lessee shall continue to have a net worth following consummation or of such transaction that is at least equal to the net worth estate of Lessee as within the meaning of the date of the assignmentBankruptcy Code. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with Any monies or without the other considerations constituting Lessor’s consent, and no subletting of all property under the preceding sentence not paid or any portion of the Premises, again with or without the Lessor’s consent, shall act delivered to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited held in trust for the benefit of Lessor and be promptly paid to compensatory damages and/or injunctive reliefLessor. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of Subtenant shall not assign, transfer or otherwise encumber this LeaseSublease, Lessee covenants and agrees that it will not assign this Lease or sublet (which termall or any part of the Premises, without limitation, shall include or suffer or permit the granting use or occupancy of concessions, management arrangements and the like) the whole all or any part of the Premises withoutby any party other than Subtenant, in each instancecase whether directly or indirectly, having first received voluntarily or involuntarily, by operation of law or otherwise (each a “Transfer Event”), unless Subtenant obtains the express prior written consent of LessorSublandlord, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that and unless Subtenant first obtains the written consent of Prime Landlord pursuant to the Prime Lease. In the event of a Transfer Event, Subtenant shall remain fully liable under this Sublease. The foregoing notwithstanding, Sublandlord shall be entitled to condition any Transfer Event on (iA) the payment to Sublandlord of any such assignee or sublessee all net profit to be made by Subtenant on account of the Transfer Event and (B) the assumption by the transferee under the Transfer Event of any or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the Subtenant’s obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image Sublease. Any Transfer Event shall be subject to all of the Building terms and (iii) in conditions of this Sublease, including without limitation the case restrictions on future transfers pursuant to this Section 6.2. Any attempted Transfer Event without full compliance with all of an assignmentthe terms and conditions of this Section 6.2 shall, the proposed assignee has a tangible net worth reasonably sufficient in Lessorat Sublandlord’s reasonable judgment to fully perform the obligations of Lessee under option, render this Lease then remaining Sublease to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or and effect. In any case where Lessor No act or conduct by Sublandlord other than its express written consent as to a particular Transfer Event shall constitute Sublandlord’s consent to such subletting, the Lessee named herein shall remain fully liable for the obligations a Transfer Event or a waiver of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as LesseeSublandlord’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or consent rights with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debtsfuture Transfer Event. For the purposes of this LeaseThe foregoing notwithstanding, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises following events shall not be deemed to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated constitute Transfer Events for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessorwhich Sublandlord’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entityrequired, provided that, in all instances, the combined net worth of the Lessee this shall continue to have a net worth following consummation of such transaction not abrogate any requirement that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the LessorPrime Landlord’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall consent be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may eitherobtained: (i) terminate this LeaseSubtenant’s merger, consolidation or reorganization, (ii) any sale of the capital stock of Subtenant if such stock is registered and publicly traded, (iii) the sale of all or substantially all of the Subtenant’s assets, or (iiiv) upon thirty (30) days written noticea Transfer Event with a party controlling, increase the monthly Base Rent to [***]% of the Base Rent then controlled by or in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rentcommon control with Subtenant. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of In the event that Tenant desires to encumber this Lease, Lessee covenants and agrees that it will not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole all or any part of the Premises withoutor grant any license, in each instance, having first received the express written consent concession or other right of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to occupancy of any proposed assignment of this Lease or subletting of all but not less than all portion of the Premises, Tenant shall notify Landlord in writing and shall state the name of the proposed assignee, sublessee or other transferee and the terms of the proposed assignment, sublease or transfer. Tenant shall also provide financial information and state and provide information requested by Landlord as to the nature and character of the business of the proposed assignee, sublessee or transferee. Landlord shall have [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. the option to retake possession of the Premises and terminate this Lease as of the date on which the proposed assignment, sublease or other transfer was to become effective unless such proposed sublease was for less than 40% of the Premises or for a term shorter than the remaining Lease Term. Landlord must exercise such option to retake the Premises by giving written notice to Tenant within thirty (30) days after receipt of Tenant’s notice or Landlord will be deemed to have rejected its option to retake the Premises. If Landlord fails to exercise its option to retake the Premises or does not have such right, Tenant shall not assign or mortgage this Lease or any right hereunder or interest herein, and Tenant shall not sublet the Premises in whole or in part or grant any license, concession or other right of occupancy of any portion of the Premises, without the prior written consent of Landlord, which consent will not be unreasonably withheld, conditioned or delayed. Any such assignment, provided that (i) any mortgage or subletting without such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates consent shall be void and shall, at the financial capacity to carry out all sole option of the Landlord, be deemed an event of default by Tenant under this Lease. Notwithstanding any assignment or subletting consented to by Landlord, Tenant and any guarantor of Tenant’s obligations under this Lease or and each assignee shall at all times remain fully responsible and liable for the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image payment of the Building rent herein specified and (iii) in the case for compliance with all of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in LessorTenant’s reasonable judgment to fully perform the other covenants and obligations of Lessee under this Lease then remaining Lease. No consent to be performed any assignment or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment mortgage of this Lease or any subletting of the whole or any part Premises shall constitute a waiver of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12except as to the specific instance covered thereby. Without limiting LessorIn the event that the monthly rental per square foot of space subleased which is payable by any sublessee to Tenant shall exceed the monthly rental per square foot for the same space payable for the same month by Tenant to Landlord (including any bonuses or any other consideration paid directly or indirectly by the sublessee to Tenant), Tenant shall be obligated to pay one hundred percent (100%) of the amount of such excess to Landlord as additional rent hereunder on the same date it is received by Tenant from the sublessee less reasonable and verifiable costs incurred by Tenant in obtaining the subtenant. In the event Tenant shall receive any consideration from an assignee other than the assumption by the assignee of Tenant’s discretion obligations hereunder, Tenant shall be obligated to grant pay one hundred percent (100%) of such consideration to Landlord as additional rent hereunder less reasonable and verifiable costs incurred by Tenant in obtaining the assignee on the same date it is received by Tenant. Landlord, at Landlord’s option, may elect to require that rental payable by any sublessee be paid directly to Landlord and offset Tenant’s rent obligations accordingly. At no time during the Lease Term shall Tenant be entitled to advertise the Premises for sublease without the prior written consent of Landlord, such consent not to be unreasonably withheld. If Tenant is a corporation or withhold its consent partnership, an assignment prohibited by this Paragraph 11 shall be deemed to any proposed assignment include one or sublettingmore sales or transfers, if Lessee notifies Lessor in writing by operation of Lessee’s intent to assign this Lease law or sublet otherwise, or creation of new stock or partnership interests, by which a majority of the entire Premises, except voting shares of the corporation or interests in the case partnership shall be vested in a party or parties who are not owners of a Permitted Transfer (as defined below), Lessor shall have majority of the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt voting shares or partnership interests of such notice of intent to assign or sublease, to terminate this Lease Tenant as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment foregoing provisions of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, sentence shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall not be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: applicable if (i) terminate this Lease, Tenant’s stock is listed on a recognized securities exchange or (ii) upon thirty at least eighty percent (3080%) days written noticeof Tenant’s stock is owned by a corporation whose stock is listed on a recognized securities exchange. For the purposes hereof, increase stock ownership shall be determined in accordance with the monthly Base Rent principles set forth in section 544 of the Internal Revenue Code of 1986, as amended to the date hereof. Any transfer by operation of law shall also constitute an assignment prohibited by this Paragraph 11. Tenant shall reimburse Landlord, on [***]% *] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. demand, for its reasonable attorneys’ fees and other expenses incurred in connection with considering any request for Landlord’s consent to an assignment or sublease of the Base Rent then in effectPremises. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing the following shall not be considered an assignment or transfer prohibited hereunder or which otherwise requires Landlord’s consent: the assignment of this Lease to any successor of Tenant (1) into which or with which Tenant is merged or consolidated, (2) arising from the transfer of Tenant’s entire interest under this lease made in conjunction with the transfer of a de minimis portion majority of the Premisesassets and liabilities of Tenant, i.e. 20 square feet or less(3) arising from the acquisition of the assets and liabilities of another entity by Tenant; so long as in each of the general and specific circumstances described in (1), (2) and (3) of this Paragraph 11, the surviving entity shall have a level of creditworthiness equal to be used by a third party vendor in connection with or greater than the installation level of a vending machine or payphone shall not constitute a sublettingcreditworthiness of Tenant prior to the applicable level of creditworthiness of Tenant prior to the applicable event.

Assignment and Subletting. 12.1 Notwithstanding (a) Sublessee shall not mortgage, pledge, hypothecate or otherwise encumber all or any part of its interest under this Sublease. In addition, Sublessee shall not assign this Sublease or any of its rights hereunder, or sublet all or any part of the Subleased Premises, or suffer or permit the use or occupancy of all or any part of the Subleased Premises by any party other provisions than Sublessee, without in each instance requesting and obtaining the prior written consent of this LeaseSublessor and Master Landlord.. Any request for Sublessor's consent to any proposed assignment, Lessee covenants subletting or use of the Subleased Premises by a party other than Sublessee (each, a "Transfer") shall be in writing, setting forth in reasonable detail the terms of the proposed Transfer and including copies of the proposed assignment or sublease relating thereto, as well as reasonable information concerning the identity, financial strength and business of the proposed Assignee, Sublessee or other occupant of the Subleased Premises. In addition, Sublessee shall furnish promptly any further information concerning the proposed Transfer which Sublessor may reasonably request. (b) Sublessor agrees that it will not assign this Lease withhold or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part of the Premises without, in each instance, having first received the express written delay unreasonably its consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stockTransfer; provided, however, that in the case of Sublessor may withhold its consent to any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: Transfer which (i) terminate this is not consented to by the Master Landlord, if such Transfer, under the terms of the Master Lease, requires the consent of the Master Landlord thereto, or which (ii) upon thirty (30) days written notice, increase in the monthly Base Rent reasonable judgment of Sublessor would cause Sublessor to [***]% be in breach of the Base Rent then in effectMaster Lease. FurtherIf Sublessor consents to any Transfer, in Sublessee shall enter into and effect such Transfer only upon terms and conditions consistent with Sublessee's request for Sublessor's consent, the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor information furnished in connection with the installation of a vending machine or payphone such request and any conditions to Sublessor's consent imposed by Sublessor, and Sublessee shall not constitute a subletting.further enter

Assignment and Subletting. 12.1 Notwithstanding 11.01 Except as otherwise provided in this Article 11, Tenant shall not (a) assign this Lease (whether by operation of law, transfers of interests in Tenant or otherwise); or (b) mortgage or encumber Tenant’s interest in this Lease, in whole or in part; or (c) sublet, or permit the subletting of, the Premises or any part thereof; or (d) permit the Premises or any part thereof to be occupied or used for desk space, mailing privileges or otherwise by any person other than Tenant. Tenant shall not advertise or authorize a broker to advertise for a subtenant or assignee, without in each instance, obtaining the prior written consent of Landlord, which shall not be unreasonably withheld or delayed. Landlord agrees that Tenant is entering into this Lease for itself and the benefit of certain of its affiliated entities, as described below (“Affiliated Entities”), and therefore the Premises may be used by any Affiliated Entities without separate prior written consent of the Landlord, provided that Tenant delivers prior written notice to Landlord of the occupancy by the Affiliated Entities and the identity of the Affiliated Entities, and further provided that (a) Tenant does not separately demise the space used by the Affiliated Entities and the Affiliated Entities shall utilize with Tenant one common entryway to the Premises as well as certain shared central services, such as reception, photocopying and the like; (b) the Affiliated Entities shall not occupy, in the aggregate, more than 10% of the rentable area in the Premises; (c) the Affiliated Entities operate their business in the Premises for the Permitted Use and for no other purpose; and (d) the business of the Affiliated Entities is suitable for the Building considering the business of other tenants and the Building’s prestige. If any Affiliated Entities occupy any portion of the Premises as described herein, it is agreed that (i) the Affiliated Entities must comply with all provisions of this Lease, Lessee covenants and agrees a Default by any Affiliated Entities shall be deemed a Default by Tenant under this Lease; (ii) all notices required of Landlord under the Lease shall be sent only to Tenant in accordance with the terms of the Lease, and in no event shall Landlord be required to send any notices to any Affiliated Entities; (iii) in no event shall any such occupancy or use by the Affiliated Entities release or relieve Tenant from any of its obligations under the Lease; (iv) the Affiliated Entities and their employees, contractors and invitees visiting or occupying space in the Premises shall be deemed contractors of Tenant for purposes of Tenant’s indemnification obligations in Section 13 of this Lease; and (v) if the Affiliated Entities pay Rent for the Premises directly to Landlord, Landlord, at its option, may accept the Rent and the Rent shall be considered to be for the account of Tenant and applied against the Rent owed by Tenant as deemed appropriate by Landlord. Neither the occupancy of any portion of the Premises by the Affiliated Entities, nor the payment of any Rent directly by the Affiliated Entities shall be deemed to create a landlord and tenant relationship between Landlord and the Affiliated Entities, and, in all instances, Tenant shall be considered the sole tenant under the Lease. As used herein, an entity shall be deemed to be an Affiliated Entity of Tenant if such entity controls, is controlled by, or is under common control with, Tenant. 11.02 If Tenant’s interest in this Lease shall be assigned in violation of the provisions of this Article 11, such assignment shall be invalid and of no force or effect against Landlord; provided, however, that it will Landlord may collect an amount equal to the then Base Rent plus any other item of Rent from the assignee as a fee for its use and occupancy. If the Premises or any part thereof are sublet to, or occupied by, or used by, any person other than Tenant, whether or not assign in violation of this Article 11, Landlord, after default by Tenant under this Lease, may collect any item of Rent or other sums paid by the subtenant, user or occupant as a fee for its use and occupancy, and shall apply the net amount collected to the Base Rent and the items of Rent reserved in this Lease. No such assignment, subletting, occupancy, or use, whether with or without Landlord’s prior consent, nor any such collection or application of Rent or fee for use and occupancy, shall be deemed a waiver by Landlord of any term, covenant or condition of this Lease or sublet the acceptance by Landlord of such assignee, subtenant, occupant or user as Tenant hereunder, nor shall the same, in any circumstances, relieve Tenant of any of its obligations under this Lease. The consent by Landlord to any assignment, subletting, occupancy or use shall not relieve Tenant from its obligation to obtain the express prior consent of Landlord to any further assignment, subletting, occupancy or use. Any person to which this Lease is assigned with Landlord’s consent shall be deemed without more to have assumed all of the obligations arising under this Lease from and after the date of such assignment and shall execute and deliver to Landlord, upon demand, an instrument confirming such assumption. Notwithstanding and subsequent to any assignment, Tenant’s primary liability hereunder shall continue notwithstanding (a) any subsequent amendment hereof, or (b) Landlord’s forbearance in enforcing against Tenant any obligation or liability, without notice to Tenant, to each of which termTenant hereby consents in advance. (a) For purposes of this Article 11, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant, or of a corporate subtenant, or the transfer of a majority of the total interest in any partnership tenant or subtenant, or the transfer of control in any general or limited liability partnership tenant or subtenant, or the transfer of a majority of the issued and outstanding membership interests in a limited liability company tenant or subtenant, however accomplished, whether in a single transaction or in a series of related or unrelated transactions, involving the tenant, subtenant and/or its parent (including, without limitation, shall include and by way of example only, the granting transfer of concessions, management arrangements and the like) the whole or any part a majority of the Premises without, in each instance, having first received the express written consent outstanding capital stock of Lessora company, which Lessor may withhold company owns 100% of a second tier company, which in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed turn owns 51% of the outstanding capital stock of a corporate tenant hereunder), shall be deemed an assignment of this Lease Lease, or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, except that the transfer of the outstanding capital stock of any corporate tenant, subtenant or parent, shall be deemed not to include the sale of such stock by persons or parties, other than those deemed “affiliates” of Tenant within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended, through the “over-the-counter market” or through any recognized stock exchange, (ii) any increase in the assignee amount of issued and/or outstanding capital stock of any corporate tenant, or sublessee has of a business reputation that will not detract from the image corporate subtenant, or such tenant’s or subtenant’s parent, or of the Building issued and (iii) outstanding membership interests in a limited liability company tenant or subtenant, or such tenant’s or subtenant’s parent, and/or the creation of one or more additional classes of capital stock of any corporate tenant or any corporate subtenant, or such tenant’s or subtenant’s parent, in a single transaction or a series of related or unrelated transactions involving the tenant, subtenant and/or its parent, resulting in a change in the case legal or beneficial ownership of an assignmentsuch tenant, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has so that the shareholders or members of such tenant, subtenant or parent existing immediately prior to such transaction or series of transactions shall no longer own a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting majority of the whole issued and outstanding capital stock or any part membership interests of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent such entity, shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which deemed an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of (iii) an agreement by any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a other person or entity other than the Lessee entity, directly or indirectly, to assume Tenant’s obligations under this Lease shall be deemed an assignment, (iv) any person or an affiliatelegal representative of Tenant, subsidiaryto whom Tenant’s interest under this Lease passes by operation of law, or parent company of Lessee), or otherwise having substantially the same effectotherwise, shall be treated for all purposes as an assignment of this Lease and shall be governed bound by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant Article 11, (v) a modification, amendment or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case extension of a Permitted Transfer sublease shall be deemed a sublease, and (vi) the change or conversion of Tenant from an entity in which the partners or members have personal liability to a limited liability company, a limited liability partnership or any other entity which possesses the characteristics of limited liability shall be deemed an assignment. Tenant agrees to furnish to Landlord on request at any time such information and assurances as defined belowLandlord may reasonably request that neither Tenant, nor any previously permitted subtenant, has violated the provisions of this Article 11. (b) The provisions of clauses (a), Lessor (c) and (d) of Section 11.01, Section 11.04, Section 11.05 and Section 11.06 shall have the optionnot apply to, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessorand Landlord’s consent shall not be required for an assignment or subletting with respect to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean transactions with a Related Entity (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entityas hereinafter defined), provided that, in all instances, the combined net worth of the Lessee shall continue to have such related entity has a net worth following consummation of such transaction that is at least equal to or in excess of the net worth of Lessee Tenant as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release as of the Guarantor of its obligations under its guarantydate immediately prior to such merger, consolidation or transfer, whichever is greater. Any assignment or subletting pursuant to this paragraph shall be a As used herein, “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: Related Entity” means (i) terminate this Leasea corporation or limited liability company into or with which Tenant is merged or consolidated or with a person or entity to which substantially all of Tenant’s assets are transferred, (ii) if Tenant is a general, limited or limited liability partnership, transactions with a successor partnership, or (iiiii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effectan entity that controls or is controlled by Tenant or is under common control with Tenant. Further, in the event of Tenant shall notify Landlord before any such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted renttransaction is consummated. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding (a) The Tenant shall not assign this Lease without the prior written approval of the City Council, which the City Council may refuse in the City Council’s sole and absolute subjective discretion. As part of any other provisions approval of an assignment, the City Council may impose any terms or conditions that the City Council deems appropriate. Unless otherwise expressly provided by the City Council, approval of an assignment does not relieve Tenant of any obligation or liability to be performed by Tenant under this Lease at any time, and Tenant shall continue to be liable as principal, and not as guarantor or surety, to the same extent as if no assignment had been made (b) The Tenant may sublease a portion of the Premises, for a term, including renewal terms of not more than the Term and any Renewal Term of this Lease, Lessee covenants and agrees that it will not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part of the Premises without, after first obtaining in each instance, having first received the express such instance prior written consent of Lessorthe City, which Lessor consent may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the . A proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent sublease shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, deemed approved if the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall City does not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises respond to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property request for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the approval within ten (10) business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessorthe City’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in LesseeTenant’s written request. Notwithstanding any contrary provisions herein, LessorAny sublease must be consistent with Tenant’s consent approved Business Summary. The Tenant shall not be required for an assignment or subletting to an Affiliate provide the City with copies of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean all subleases in a timely manner. (xc) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the In case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person subletting or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the LessorCity’s consent, and no subletting of all or the Tenant shall remain fully liable under this Lease. Consent in any portion one instance by the City shall not be deemed a waiver of the Premises, again with or without requirement that the LessorCity’s consent, shall act consent be obtained as to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. all subsequent assignments and subleases. (d) Any assignment or subletting pursuant to sublease by Tenant in violation of this paragraph Lease shall be a “Permitted Transfer”null and void and the City shall not be obligated to recognize the assignee or sublessee claims unless the City agrees otherwise in writing. (ae) An The City may at any time make an assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate its interest in this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. FurtherLease and, in the event of such Breach an assignment, the City shall be released from any and rental adjustment, all fixed and non-fixed rental adjustments scheduled during liability accruing under this Lease after the remainder date of the Lease term assignment, except that the City may deliver any security deposit to the assignee and the City shall be increased to [***]% of released from any further liability regarding the scheduled adjusted rentsecurity deposit. Tenant may terminate this Lease upon thirty (30) calendar days Notice upon being notified that the City has assigned its interest in this Lease. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this LeaseDuring the Primary Term only, Lessee covenants and agrees that it will not assign this Lease or may sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole all or any part of the Leased Premises without, in each instance, having first received without the express written consent of LessorLessor (provided, which Lessor may withhold in its sole discretion except as that each such sublease shall expressly provided in this Paragraph 12. 1. Lessor’s consent be made subject to any proposed assignment the provisions of this Lease or subletting of Lease) and, may assign all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building its rights and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided interests under this Lease. Any such request shall set forth, in detail reasonably satisfactory to LessorIf Lessee assigns all its rights and interests under this Lease, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any under such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by shall expressly assume all the obligations of Lessee hereunderhereunder in an instrument, includingapproved by Lessor as to form and substance (which approval will not be unreasonably withheld or delayed), without limitation, delivered to Lessor at the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further time of such assignment. No assignment and subletting except in compliance with the terms of this Lease; any such subletting or sublease shall not relieve the Lessee named herein of affect or reduce any of the obligations of Lessee hereunder, and Lessee all such obligations shall remain fully liable therefor. In continue in full effect as obligations of a principal and not as obligations of a guarantor or surety, to the same extent as though no eventassignment or subletting had been made, however, shall Lessee assign this Lease or sublet the whole or provided that performance by any part of the Premises to a proposed such assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of Lessee under this Lease shall be deemed to be performance by Lessee. No sublease or assignment shall impose any obligations on Lessor or otherwise affect any of the Lessee rights of Lessor under this Lease. FurtherNeither this Lease nor the Term hereby demised shall be mortgaged by Lessee, nor shall Lessee mortgage or pledge the interest of Lessee in and to any person or entity owning directly or indirectly, a majority sublease of either the outstanding voting rights Leased Premises or the outstanding ownership interests rentals payable thereunder. Any mortgage, pledge, sublease or assignment made in violation of Lesseethis paragraph 17 shall be void. Lessee shall, may assign within ten days after the execution and delivery of any such assignment or otherwise transfer such interests to another person the sublease of all or entity, provided that, in substantially all instances, the combined net worth of the Lessee shall continue Leased Premises, deliver a conformed copy thereof to have a net worth following consummation Lessor. Within ten days after the execution and delivery of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting any sublease of all or any portion of the Leased Premises, again with or without the Lessor’s consent, Lessee shall act give notice to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Furtherexistence and term thereof, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% name and address of the scheduled adjusted rentsublessee thereunder. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of (a) Tenant and its subtenants shall not assign, mortgage or encumber this Lease, Lessee covenants and agrees that it will not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole nor sublease all or any part of the Premises withoutor suffer or permit the Premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance, having first received the express written which consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not unreasonably be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under . If this Lease be assigned, or if the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole Premises or any part thereof be sublet to or occupied by anybody other than Tenant, Landlord may, at Landlord’s option and subject to the terms and conditions below, collect Rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the Premises (other than as permitted assignee, subtenant or occupants, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not be construed to relieve Tenant from obtaining the Lessee named herein express consent in writing of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent Landlord to any proposed further assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except . (b) Except in the case of a Permitted Transfer Assignment (as defined belowhereinafter defined), Lessor if Tenant wishes to assign or sublease the Premises or any part thereof, Tenant must first offer to return the Premises to Landlord (which offer shall have be made in writing and shall specify the optioneffective date of such proposed offer, exercisable by written notice which date shall be the date the Lease terminates if Landlord accepts such offer). If Landlord elects to Lessee given take back the Premises it shall so notify Tenant in writing, within thirty (30) days after Lessor’s receipt of Tenant’s offer. If Landlord does not accept Tenant’s offer, Tenant may sublease that portion of the Premises offered to Landlord or assign this Lease, subject to Landlord’s prior written consent described in (a) above, it being understood and agreed that such notice consent shall still be required notwithstanding Landlord’s election not to take back such space. (c) Anything in Article 17(a) to the contrary notwithstanding, the prior written consent of intent Landlord shall not be required with respect to assign or sublease, to terminate an assignment of this Lease or a sublease of part or all of the Premises (each, a “Permitted Assignment”) to an entity that, directly or indirectly, is controlled by, controls or is under common control with, Tenant, or to any entity which succeeds Tenant by merger, reorganization or consolidation or by acquisition of all or substantially all of Tenant’s stock or assets, or other restructuring of Tenant provided that the successor entity has a net worth, computed in accordance with GAAP, that is not less than the net worth of Tenant immediately prior to such transaction or as of the date specified hereof, whichever is lesser. For this purpose “control” shall mean either of (i) the possession of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of a sufficient percentage of voting securities, by contract or otherwise or (ii) the direct or indirect ownership of not less than fifty (50%) percent of all of the voting stock of such corporation or not less than fifty (50%) percent of all of the legal and equitable interest in Lesseeany other entity. In connection with any such assignment or sublease, Tenant shall give notice to Landlord at least ten (10) days prior to the transaction and shall deliver a copy of the documentation to Landlord within ten days after the execution of the assignment or sublease. (d) Tenant shall pay to Landlord as Additional Rent, within ten days after receipt of payments from a subtenant or assignee, 50% of any “profit” on a subletting or assignment, i.e., the excess of consideration of any type received by Tenant from the subtenant or assignee (less the reasonable advertising, legal, brokerage and fit-up expenses and the cost of any other concessions incurred by Tenant in connection with such assignment or subletting), over a pro rata portion of the Rent payable by Tenant hereunder. (e) Landlord shall be obligated to consent to any proposed assignment or sublease only if: (i) the proposed assignee or subtenant, in Landlord’s requestreasonable judgment has a business reputation and credit record and is engaged in a business as are comparable to or compatible with the standards of the existing tenants in the Park; and (ii) the proposed use of the affected portion of the Premises is permitted under the terms of this lease. (f) In no event shall Landlord be obligated to consent to any proposed assignment or sublease to any of the following entities or to an entity that intends to occupy the Premises (or portion thereof) for any of the following purposes (as applicable): (i) the operation of a bank, trust company, safe deposit business, savings and loan association or loan company; (ii) employment or recruitment agency; (iii) school, college, university or educational institution, whether or not non-profit; (iv) a government, governmental or quasi-governmental organization, or any agency or subdivision thereof; or (v) a tenant or subtenant of a tenant of Landlord or an occupant of the or any other Premises in the Park, or any party or entity with whom Landlord or its agents or representatives has engaged in active negotiations for a lease in the Park during the 90-day period immediately preceding the date of Tenant’s request for consent. (g) Tenant shall reimburse Landlord on demand for any reasonable out-of-pocket costs that Landlord may incur in connection with a proposed assignment or sublease by Tenant, its assignees or subtenants, including the reasonable costs of investigating the acceptability of the proposed assignee or subtenant, charges paid to any mortgagee or ground lessor. Notwithstanding any contrary provisions herein, LessorTenant shall pay Landlord’s reasonable attorneys’ fees in the amount of no less than $2,000.00 for preparation or review of documentation evidencing Landlord’s consent to an assignment or sublease. (h) No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall not be required for an assignment or subletting to an Affiliate released from performing any of Lesseethe terms, covenants and for the purposes hereofconditions of this lease. Every assignee, an “Affiliate of Lessee” including one described in paragraph (b) above, shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lesseeinstrument, the Affiliate shall agree directly with Lessor to be bound by assume all of the obligations of Tenant hereunder from and after the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the effective date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of (a) Except as otherwise provided in this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ shall not assign this Lease, Lessee covenants or any interest, voluntarily or involuntarily, and agrees that it will shall not assign this Lease sublet the Building #16 Premises or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole Building #13 Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the agents and servants of Lessee excepted) to occupy or use the Building #16 Premises withoutor the Building #13 Premises, in each instanceor any portion thereof, having first received without the express prior written consent of LessorLessor in each instance pursuant to the terms and conditions set forth below, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned withheld or delayed, provided that subject to the following provisions. (ib) Prior to any such assignee assignment or sublessee (or an affiliated entity or parent company thereof) demonstrates sublease which Lessee desires to make, Lessee shall provide to Lessor the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building name and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification address of the proposed assignee or sublessee, its and true and complete copies of all documents relating to Lessee’s prospective agreement to assign or sublease, a copy of a current financial condition statement for such proposed assignee or sublessee, and Lessee shall specify all consideration to be received by Lessee for such assignment or sublease in the terms on which form of lump sum payments, installments of rent, or otherwise. For purposes of this Paragraph 18, the term “consideration” shall include all money or other consideration to be received by Lessee for such assignment or sublease. Within ten (10) days after the receipt of such documentation and other information, Lessor (1) shall notify Lessee in writing that Lessor elects to consent to the proposed assignment or subletting sublease subject to the terms and conditions hereinafter set forth; (2) shall notify Lessee in writing that Lessor refuses such consent, specifying reasonable grounds for such refusal; or (3) except with respect to “permitted transferees,” if at the time Lessee requests that Lessor consent to an assignment or sublease Lessee has vacated the premises involved and is not conducting on-going operations in the building in which the premises are located, may notify Lessee that Lessor elects to terminate this Lease with respect to the building involved; provided that with respect to a proposed sublease of a portion of the premises involved, Lessor’s termination right shall apply only to the proposed sublease space, and specifying the effective date of termination which shall be madethe same as the commencement date of the proposed sublease. If Lessor elects to terminate this Lease with respect to the building involved pursuant to the foregoing provision, upon the effective date of termination, Lessor and Lessee shall each be released and discharged from any liability or obligation to the other under this Lease accruing thereafter with respect to the premises or the portion thereof to which the termination applies, except for any obligations then outstanding and except for any indemnity obligations which survive the expiration or termination of this Lease by the express terms hereof, and Lessee agrees that Lessor may enter into a direct lease with such proposed assignee or sublessee without any obligation or liability to Lessee. In deciding whether to consent to any proposed assignment or sublease, Lessor may take into account whether reasonable conditions, including, without limitationbut not limited to, the Rent following, have been satisfied: (1) In Lessor’s reasonable judgment, the proposed assignee or subtenant is engaged in such a business, that the premises involved, or the relevant part thereof, will be used in such a manner which complies with Paragraph 8 hereof entitled “Use” and Lessee or the proposed assignee or sublessee submits to Lessor documentary evidence reasonably satisfactory to Lessor that such proposed use constitutes a permitted use of the premises involved pursuant to the ordinances and regulations of the City of Menlo Park; (2) The proposed assignee or subtenant is a reputable entity or individual with sufficient financial net worth so as to reasonably indicate that it will be able to meet its obligations under this Lease or the sublease with respect to the premises involved in a timely manner; and (3) The proposed assignment or sublease is approved by Lessor’s mortgage lender if such lender has the right to approve or disapprove proposed assignments or subleases. Lessor shall use its good faith efforts to obtain such approval from its lender within ten (10) days after Lessor is requested to do so. (c) As a condition to Lessor’s granting its consent to any other assignment or sublease, except with respect to permitted transferees, (1) Lessor may require that Lessee pay to Lessor, as and when received by Lessee, fifty percent (50%) of the amount of any excess of the consideration to be paid received by Lessee in respect thereto connection with said assignment or sublease over and such request shall be treated as Lessee’s warranty in respect above the rental amount fixed by this Lease and payable by Lessee to Lessor, after deducting only (i) the unamortized cost of the terms tenant improvement work paid for by Lessee which remains on which the proposed transfer is to be made. It shall be a condition premises involved at the effective date of the validity of any such assignment or subletting that on the commencement date of the sublease which are then in a serviceable condition and useable by the assignee or sublessee agrees directly and not demolished or removed by the assignee or sublessee, (ii) a standard leasing commission payable by Lessee in consummating such assignment or sublease, and (iii) reasonable attorneys’ fees incurred by Lessee and Lessor in negotiating and reviewing the assignment or sublease documentation; and (iv) the cost of reasonable alterations that are specific to the sublease and are required to be made to the sublease premises to effectuate the sublease, provided that the provisions of Paragraph 15(d) shall apply with respect to such alterations; and (2) Lessee and the proposed assignee or sublessee shall demonstrate to Lessor, ’s reasonable satisfaction that each of the criteria referred to in subparagraph (b) above is satisfied. (d) Each assignment or sublease agreement to which Lessor has consented shall be an instrument in writing in form satisfactory to Lessor, to and shall be bound executed by all the obligations of both Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignee or sublessee, as the case may be. Each such assignment or sublease agreement shall recite that it is and subletting except in compliance with shall be subject and subordinate to the terms provisions of this Lease; any , that the assignee or sublessee accepts such subletting assignment or sublease, that Lessor’s consent thereto shall not relieve constitute a consent to any subsequent assignment or subletting by Lessee or the Lessee named herein of any assignee or sublessee, and, except as otherwise set forth in a sublease approved by Lessor, the assignee or sublessee agrees to perform all of the obligations of Lessee hereunderhereunder (to the extent such obligations relate to the portion of the premises assigned or subleased), and that the termination of this Lease shall, at Lessor’s sole election, constitute a termination of every such assignment or sublease. (e) In the event Lessor shall consent to an assignment or sublease, Lessee shall nonetheless remain fully primarily liable therefor. In no eventfor all obligations and liabilities of Lessee under this Lease, howeverincluding but not limited to the payment of rent with respect to the premises involved. (f) Notwithstanding the foregoing, shall Lessee may, without Lessor’s prior written consent and without any participation by Lessor in assignment and subletting proceeds, sublet a portion or the entire Building #16 Premises or a portion or the entire Building #13 Premises or assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to lawsubsidiary, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, division or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is corporation controlled by or under common control with LesseeLessee (“affiliate”), (y) or to a successor corporation related to Lessee by merger, consolidation, non-bankruptcy consolidation or reorganization, or government action, or (z) to a purchaser of substantially all of Lessee’s assets business operations conducted on the premises involved (each of the foregoing referred to herein as a “permitted transferee”), provided that any such assignee or sublessee (other than an affiliate) shall have a current verifiable net worth at least equal to that of Lessee immediately prior to the effective date of the sublease or assignment, or, if less, financial resources sufficient, in Lessor’s reasonable good faith judgment, to perform the obligations under the assignment or sublease, as applicable. Lessee’s foregoing rights in this subparagraph (f) to assign this Lease or to sublease a portion or the entire Building #16 Premises or stocka portion or the entire Building #13 Premises shall be subject to the following conditions: (1) Lessee shall not be in default hereunder past any applicable cure period; (2) in the case of an assignment or subletting to an affiliate, Lessee shall remain liable to Lessor hereunder; and (3) the transferee or successor entity shall expressly assume in writing Lessee’s obligations hereunder with respect to the premises involved. (g) Neither the sale nor transfer of Lessee’s capital stock shall be deemed an assignment, subletting, or other transfer of this Lease or the Building #16 Premises or the Building #13 Premises, provided, however, that in the case event of the sale, transfer or issuance of Lessee’s securities to an affiliate or in connection with a transaction described in Paragraph 18(f), the conditions set forth in Paragraph 18(f) shall apply. (h) Subject to the provisions of this Paragraph 18 any assignment to an Affiliate of Lessee, the Affiliate or sublease without Lessor’s prior written consent shall agree directly with at Lessor’s election be void. The consent by Lessor to be bound by all any assignment or sublease shall not constitute a waiver of the obligations provisions of this Paragraph 18, including the Lessee under this Leaserequirement of Lessor’s prior written consent, with respect to any subsequent assignment or sublease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the If Lessee shall continue purport to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of assign this Lease, whether with or without the Lessor’s consent, and no subletting of sublease all or any portion of the Building #16 Premises or the Building #13 Premises, again with or permit any person or persons other than Lessee to occupy the premises, without the Lessor’s consentprior written consent (if such consent is required hereunder), Lessor may collect rent from the person or persons then or thereafter occupying the premises and apply the net amount collected to the rent reserved herein, but no such collection shall act to relieve be deemed a waiver of Lessor’s rights and remedies under this Paragraph 18, or the acceptance of any such purported assignee, sublessee, or occupant, or a release of Lessee from the further performance by Lessee of covenants on the part of Lessee herein contained. (i) Lessee shall not hypothecate or encumber its obligations interest under this Lease or release any rights of Lessee hereunder, or enter into any license or concession agreement respecting all or any portion of the Guarantor Building #16 Premises or all or any portion of its obligations under its guarantythe Building #13 Premises, without Lessor’s prior written consent which consent Lessor may grant or withhold in Lessor’s absolute discretion without any liability to Lessee. Any Lessee’s granting of any such encumbrance, license, or concession agreement shall constitute an assignment or subletting pursuant to for purposes of this paragraph shall be a “Permitted Transfer”Paragraph 18. (aj) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in In the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder any sale or exchange of the Building #16 Property and/or the Building #13 Property by Lessor and assignment of this Lease term shall by Lessor, Lessor shall, upon providing Lessee with written confirmation that Lessor has delivered any Security Deposit held by Lessor to Lessor’s successor in interest, be increased and hereby is entirely relieved of all liability under any and all of Lessor’s covenants and obligations contained in or derived from this Lease with respect to [***]% the period commencing with the consummation of the scheduled adjusted rentsale or exchange and assignment. (bk) Lessee hereby acknowledges that the foregoing terms and conditions are reasonable and, therefore, that Lessor has the remedy described in California Civil Code Section 1951.4 (Lessor may continue the Lease in effect after Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting and abandonment and recover rent as it becomes due, if Lessee is in Breach has the right to sublet or Default at the time consent is requestedassign, subject only to reasonable limitations). (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Lessee covenants and agrees that it will 4.1 Subtenant shall not assign this Lease Sublease or sublet (which term, the Subtenant’s Premises without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part of the Premises without, in each instance, having first received the express prior written consent of LessorTenant, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express but which consent shall be invalid, void subject to Landlord’s approval to the extent such approval is required by the terms and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification conditions of the proposed assignee or sublesseeLease. 4.2 Notwithstanding anything contained in Section 4.1 above to the contrary, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as LesseeTenant’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by prior written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with Sublease or without the Lessor’s consent, and no further subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate to a corporation or other business entity (herein sometimes referred to as a “successor corporation”) to which a majority of the assets of Subtenant may be transferred or sold, provided that (1) the successor corporation shall assume in writing all of the obligations and liabilities of Subtenant under this LeaseSublease, (2) Subtenant gives Tenant ten (10) business days prior written notice of such assignment or subletting and (3) no default has occurred under this Sublease beyond any applicable cure period; or (ii) upon thirty to a corporation or other business entity (30herein sometimes referred to as a “related corporation”) days written noticethat shall control, increase be controlled by or be under common control with Subtenant, provided that (1) the monthly Base Rent to [***]% related corporation shall assume in writing all of the Base Rent then in effectobligations and liabilities of Subtenant under this Sublease, (2) Subtenant gives Tenant ten (10) business days prior written notice of such assignment or subletting and (3) no default has occurred under this Sublease beyond any applicable cure period. Further, in In the event of any such Breach assignment or subletting, Subtenant shall remain fully liable as a primary obligor for the payment of rent and rental adjustmentother charges required hereunder and for the performance of obligations to be performed hereunder. For purposes of subparagraph (ii) above, all fixed and non-fixed rental adjustments scheduled during “control” shall be deemed to be the remainder ownership of fifty percent (50%) or more of the Lease term shall be increased to [***]% stock or other voting interest of the scheduled adjusted rent. (b) Lesseecontrolled corporation or other business entity. Together with Subtenant’s remedy notice to Tenant pursuant to this Section 4.2, Subtenant shall submit to Tenant sufficient information regarding the transaction as is reasonably necessary for any breach of Paragraph 12.1 by Lessor Tenant to confirm that the transaction meets the qualifications set forth in this Section 4.2. This Section 4.2 shall not be limited construed to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold modify the obligation that Subtenant obtain Landlord’s consent to a proposed assignment or subletting if Lessee any such transaction, to the extent such approval is in Breach or Default at required by the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion terms and conditions of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a sublettingLease.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, (a) Lessee covenants and agrees that it will not assign this Lease or sublet (which termshall not, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part of the Premises without, in each instance, having first received the express prior written consent of Lessor, which Lessor may withhold assign or in its sole discretion except as expressly provided in any manner transfer this Paragraph 12. 1. Lessor’s consent to Lease or any proposed estate or interest therein or permit any assignment of this Lease or subletting any estate or interest therein by operation of all but not less than all law or sublet the Leased Property or any part thereof or grant any license, concession or other right of occupancy of any portion of the PremisesLeased Property; except that, Lessee shall not be unreasonably withheldhave the right, conditioned or delayedwithout the necessity of obtaining the consent of Lessor, provided that (i) to assign the leasehold estate under this Lease to any parent, subsidiary or affiliate of Lessee; (ii) to sublet the Leased Property to any parent, subsidiary or affiliate of Lessee; and (iii) to sublet up to 80% of the rentable square feet of the Leased Property to any Person. Consent by Lessor to one or more assignments or sublettings shall not operate as a waiver of Lessor's rights as to any subsequent assignments and sublettings. Notwithstanding any assignment or subletting, Lessee and any guarantor of Lessee's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the Rent herein specified and for compliance with all of Lessee's other obligations under this Lease. If an Event of Default should occur and be continuing while the Leased Property or any part thereof is then assigned or sublet, Lessor, in addition to any other remedies herein provided or provided by law, may at its option collect directly from such assignee(s) or sublessee(s) all rents becoming due to Lessee under such assignment(s) or sublease(s) and apply such rent against any sums due to Lessor by Lessee hereunder and Lessee hereby authorizes and directs any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all make such payments of the obligations under this Lease or the sublease, as the case may be, (ii) the rent direct to Lessor upon receipt of notice from Lessor. No direct collection by Lessor from any such assignee or sublessee has shall be construed to constitute a business reputation that will not detract novation or a release of Lessee or any guarantor of Lessee from the image further performance of its obligations hereunder. Receipt by Lessor of rent from any assignee, sublessee or occupant of the Building and (iii) Leased Property shall not be deemed a waiver of the covenant in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant contained against further assignment and subletting except in compliance with the terms or a release of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. FurtherThe receipt by Lessor to any such assignee or sublessee obligated to make payments of rent shall be a full and complete release, discharge and acquittance to such assignee or sublessee to the extent of any person or entity owning directly or indirectlysuch amount of rent so paid to Lessor. Lessor is authorized and empowered, a majority of either the outstanding voting rights or the outstanding ownership interests on behalf of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, endorse the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth name of Lessee as upon any check, draft or other instrument payable to Lessee evidencing payment of rent or proceeds therefrom in accordance with the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rentterms hereof. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall have the right to transfer, assign and convey, in whole or in part, the Leased Property and any and all of its rights under this Lease, and in the event Lessor assigns its rights under this Lease, Lessor shall thereby be limited released from any further obligations hereunder, and Lessee agrees to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent look solely to a proposed assignment or subletting if Lessee is such successor in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion interest of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation Lessor for performance of a vending machine or payphone shall not constitute a sublettingsuch obligations.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of 7.01 Except as provided in this Lease, Lessee Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants and agrees that it will shall not assign assign, mortgage or encumber this Lease or sublet (which termLease, without limitationnor underlet, shall include nor suffer, nor permit the granting of concessions, management arrangements and the like) the whole Demised Premises or any part of thereof to be used or occupied by others, without the Premises without, in each instance, having first received the express prior written consent of LessorLandlord in each instance not to be unreasonably withheld, which Lessor may withhold conditioned or delayed. Tenant shall reimburse Landlord as additional rent for any reasonable out of pocket expenses of Landlord associated with such review. If this Lease be assigned, or if the Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, but shall not be obligated to, after default by Tenant, collect rents from the assignee, undertenant or occupant, and apply the net amount collected to the rents herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant under this Lease, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Provided however, in the event of an assignment of the Lease to an entity having a net worth of $100 million or more as reasonably demonstrated to Landlord via a financial statement prepared pursuant to GAAP principles and certified by an accountant, and cash on hand equal to at least double the amount of Fixed Rent remaining for the Term and Renewal Term (if applicable) Tenant shall be deemed released from all liabilities and obligations under this Lease. The consent by Landlord to an assignment or underletting shall not be construed to relieve Tenant, or its sole discretion except as expressly provided assignee or subtenant, from obtaining the express consent in this Paragraph 12. 1. Lessor’s consent writing of Landlord to any proposed further assignment or underletting if and to the extent required under this Lease. In no event shall any permitted subtenant assign or encumber its sublease or further sublet all or any portion of this Lease its sublet space, or subletting of all but not less than all of otherwise suffer or permit the Premisessublet space or any part thereof to be used or occupied by others, shall without Landlord’s prior written consent in each instance (which consent may not be unreasonably withheld, conditioned or delayed). In the event of any sublet, provided that (i) Tenant shall remain fully liable under this Lease. 7.02 If Tenant shall, at any such assignee time or sublessee (or an affiliated entity or parent company thereof) demonstrates times during the financial capacity Term of this Lease, desire to carry out all of the obligations under assign this Lease or sublet more than fifty (50%) percent of the subleasesquare footage of the Demised Premises, Tenant shall give notice thereof to Landlord. Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord may, at its option terminate this Lease by notice to Tenant at any time within thirty (30) days after such notice has been given by Tenant to Landlord. If Landlord fails to exercise its termination option under this Section within such (30) day period, then Landlord shall be deemed to have waived its right to exercise such option. 7.03 If Landlord exercises its option to terminate this Lease in accordance with Section 7.02, then this Lease shall end and expire on the date that such assignment or sublet was to be effective or commence, as the case may be, (ii) and the assignee or sublessee has a business reputation that will not detract from the image of the Building Fixed Rent and (iii) in the case of an assignmentAdditional Rent due hereunder shall be paid and apportioned to such date, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or security deposit and any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent unapplied Prepaid Rent shall be invalid, void paid to Tenant and of Tenant shall have no force further liabilities or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Lessee covenants and agrees that it will not assign this Lease or sublet (which termshall not, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part of the Premises without, in each instance, having first received the express Lessor’s prior written consent of Lessorconsent, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned assign, mortgage, hypothecate or delayedotherwise encumber this lease or the leasehold interest granted hereby, provided that (i) or any such assignee interest therein, or sublessee (or an affiliated entity or parent company thereof) demonstrates permit the financial capacity to carry out all use of the obligations under leased premises or any part thereof by any person or persons other than Lessee or sublet the leased premises, or any part thereof. Notwithstanding the above, Lessee may, upon 30 days’ prior written notice to Lessor, assign this Lease or the subleaselease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in without Lessor’s reasonable judgment consent, to fully perform a corporation with which Lessee may merge or consolidate, to any parent or subsidiary of Lessee or to a subsidiary of Lessee’s parent; provided, however, that such assignment shall not affect or reduce any of the obligations of Lessee under this Lease then remaining to be performed or lease and that Lessee shall remain primarily liable hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that in the case of a sublease, the proposed subtenant (or event Lessee proposes an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease the lease or subletting of the whole or any part of the Premises (other leased premises at a rental higher than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalidprovided herein, void and of no force or effect. In any case where Lessor shall consent have the right to terminate this lease and enter into a new lease agreement with such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and . In the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity event of any such assignment assignment, mortgage, hypothecation, encumbrance or subletting that subletting, Lessee shall, nevertheless, at all times remain fully responsible and liable for the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations payment of Lessee hereunder, including, without limitation, the obligation to pay Base Rent rent and other amounts provided sums of money herein specified and for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any all of the obligations of Lessee hereunderunder the terms, provisions and Lessee shall remain fully liable thereforcovenants of this lease. In no eventUpon the occurrence of an “event of default” as hereinafter defined, however, shall Lessee assign this Lease if the leased premises or any part thereof are then assigned or sublet the whole or occupied by anyone other than Lessee, Lessor, in addition to any other rights and remedies herein or provided or permitted by law, may at its option collect rent directly from such assignee or sublessee or other person occupying or using any part of the Premises leased premises, whether such rent is due to a proposed assignee Lessee or sublessee which has been judicially declared bankrupt or insolvent according to lawotherwise, and apply the net amount so collected against any sums due Lessor hereunder, or with respect to which an assignment has been made of property for the benefit of creditorsrent herein reserved, and no such collection shall be construed to constitute a novation or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations release of the Lessee in or any guarantor from the Premises further performance of its or their obligation hereunder. Consent to any assignment, mortgage, hypothecation or encumbrance or subletting shall not operate as a person or entity other than waiver of the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated necessity for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its a consent to any proposed assignment subsequent assignment, mortgage, hypothecation, encumbrance or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet and the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt terms of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, binding upon any person holding by, under or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of through Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Section 11.01. Lessee covenants and agrees that it will may not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole all or any part of the Premises withoutLeased Premises, in each instance, having first received the express without Lessor's prior written consent of Lessorconsent, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under . Section 11.02. If Lessee assigns this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole sublets all or any part of the Premises (other than as permitted to an Affiliate of Leased Premises, Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable and responsible under this Lease for the performance of the covenants and obligations of Lessee hereunder unless Lessor shall have, in writing, specifically released Lessee from such obligations. Section 11.03. If Lessee assigns this Lease and shall remain liable hereunder, includingthen Lessor, without limitationwhen giving notice to said assignee or any future assignee in respect of any default, shall also serve a copy of such notice upon the obligation original tenant first named hereinabove in this Lease ("Original Lessee") and no notice of default shall be effective until a copy thereof is received by the Original Lessee. The Original Lessee shall have the same period after receipt of such notice to pay the Rent and other amounts provided cure such default as is given to Lessee under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee If this Lease terminates or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment term hereof ceases and subletting except in compliance with the terms expires because of this Lease; any a default of such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as after an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below)have been made, Lessor shall promptly give the Original Lessee notice thereof. The Original Lessee shall have the option, exercisable option to be exercised by written notice to Lessee given notifying Lessor within thirty twenty (3020) days after receipt by the Original Lessee of Lessor’s receipt of such notice of intent to assign or sublease's notice, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding cure any contrary provisions herein, Lessor’s consent shall not be required default and become tenant under a new lease for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the term of this Lease term shall be increased to [***]% (including any renewal periods) upon all of the scheduled adjusted rent. (b) same terms and conditions as then remain under this Lease as it may have been amended by agreement between Lessor and Original Lessee’s remedy for . If any breach default of Paragraph 12.1 such assignee is incapable of being cured by Lessor the Original Lessee, then, notwithstanding the failure to cure same, the Original Lessee shall be limited have the foregoing option to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to enter into a proposed assignment or subletting if Lessee is in Breach or Default at new lease. Such new lease shall commence on the time consent is requested. (d) date of termination of this Lease. Notwithstanding the foregoing, allowing if Lessor delivers to the Original Lessee, together with Lessor's notice, a de minimis portion of release as to all liability under this Lease as theretofore amended, the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone Original Lessee shall not constitute a sublettinghave the foregoing option.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Lessee covenants and agrees that it will not to assign or sublet this Lease or sublet without first obtaining on each occasion the consent in writing of Lessor (which termconsent shall not be unreasonably withheld or delayed) and to reimburse Lessor promptly for reasonable legal expenses incurred by Lessor in connection with any request by Lessee for such consent (including, without limitationbut not limited to, reasonable legal expenses incurred in connection with review and negotiation of any such proposed assignment or sublease). Lessee shall include not offer or solicit offers to sublease or assign the granting of concessions, management arrangements and the like) the whole Leased Premises or any part of portion thereon on rental terms that are below the Premises without, in each instance, having then market rental terms without first received the express obtaining Lessor’s written consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1shall not be unreasonably withheld or delayed. If Lessee requests Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if then Lessee shall provide Lessor with a written description of all terms and conditions of the proposal, copies of the proposed documentation, and the following information about the proposed assignee/sublessee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Leased Premises; banking, financial and other credit information; and general references sufficient to enable Lessor to determine the proposed assignee’s/sublessee’s creditworthiness and character. Notwithstanding anything contained herein, one-half of any rent received by Lessee in excess of that provided herein resulting from an assignment of lease or sublet of space will be paid as additional rent to Lessor. In the event Lessee notifies Lessor in writing of Lessee’s intent its intention to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below)this Lease, Lessor shall have the option, exercisable by written notice to Lessee given right within thirty (30) days after Lessor’s of receipt of such written notice of intent to assign or sublease, from Lessee to terminate this Lease as with respect to the portion of the date specified in Lessee’s requestLeased Premises intended to be so sublet, and recapture said portion of the Leased Premises with rights of access thereto. Notwithstanding any contrary provisions hereinLessee may, without Lessor’s consent shall not be required for an assignment or subletting consent, assign this Lease to an Affiliate a corporation owning a controlling interest in the voting capital stock of Lessee, to a corporation into which Lessee is merged provided (a) Lessee gives Lessor prior written notice thereof and for the purposes hereof, an “Affiliate of Lessee” shall mean (xb) an entity which controls, is controlled by or under common control with Lessee, (y) a successor such corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially thereupon assumes in writing all of Lessee’s assets at obligations hereunder, or sublet to a subsidiary corporation of which Lessee owns a majority of the Premises voting stock. Unless Lessor otherwise agrees in writing, no assignment or stock; providedsubletting shall in any way impair the continuing primary liability of Lessee hereunder, however, that and no consent to any assigning or subletting in a particular instance shall be deemed to be a waiver of the obligation to obtain the Lessor’s approval in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any other assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Lessee covenants and agrees that it will may not assign this the within Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole all or any part portion of the Demised Premises without, in each instance, having first received without the express prior written consent of Lessor, which the Lessor may withhold in its sole discretion except each instance and any attempted assignment or subletting without any such approval shall be null and void as expressly provided in this Paragraph 12against Lessor and shall constitute a default by Lessee hereunder. 1. Lessor’s consent (A) In the event that the Lessee desires to sublease the Premises or assign the Lease to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignmentother party, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void name and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification address of the proposed assignee or sublessee, its relevant financial condition information as to such proposed assignee or sublessee, and the terms on which and conditions of such sublease or assignment shall be delivered to the Lessor in writing prior to the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity effective date of any such assignment sublease or subletting that the assignee or sublessee agrees directly with Lessorassignment, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitationand, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice in writing to the Lessee given within thirty (30) days after submission of all necessary information to Lessor’s receipt of such notice of intent to assign or sublease, to terminate this recapture the Lease as and the Demised Premises upon the proposed effective date of the sublease or assignment (but not prior to the expiration of Lessor's thirty (30) day option period), in which event the Lessee shall be fully released from any and all obligations hereunder from and after such date specified in Lessee’s request(but not from any obligations existing on such date). Failure of Lessor to respond within such period of time shall constitute a refusal by Lessor to consent to such assignment or subletting. Notwithstanding any contrary provisions hereinthe foregoing, Lessor’s in the event Lessor does not chose to recapture the Lease and the Demised Premises, Lessor will not unreasonably withhold or delay consent to such assignment or subletting. It is clearly understood and agreed that in considering such assignment or subletting Lessor shall not be required for an assignment limited to considering if the assignee or subletting to an Affiliate of Lessee, and for sublessee has at least the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate present net worth of Lessee, the Affiliate parties recognizing that such net worth is not adequate for a proposed assignee or sublessee. Additionally, such assignment or subletting may not to an entity or for a purpose competitive with Lessor's business or of any then occupant of space in the Building nor for any questionable, salacious or disreputable type of business or for any type of business that would, in Lessor's reasonable opinion, adversely affect the stature or reputation of the Building. (B) If Lessor does not elect to terminate the Lease and approves the proposed assignment or subletting: (1) The assignee shall agree directly with Lessor to be bound assume, by written instrument, all of the obligations of the Lessee under this Lease. Further, any person and a copy of such assumption agreement (or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee sublease, if the Premises are sublet) shall continue to have a net worth following consummation of such transaction that is at least equal be furnished to the net worth Lessor within ten (10) days of its execution. (2) The Lessee as and each assignee or sublessee shall be and remain liable for the observance of all the date of the assignment. In the avoidance of doubt, it is agreed that no assignment covenants and provisions of this Lease, whether with including, but not limited to, the payment of rent reserved herein, through the entire term of this Lease, as the same may be renewed, extended or without the Lessor’s consent, otherwise modified. (3) The Lessee and no subletting of all any assignee or sublessee shall promptly pay to Lessor any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any consideration received for any assignment or subletting pursuant or all of the rent, as and when received, in excess of the rent required to this paragraph shall be a “Permitted Transfer”paid by Lessee for the area sublet, computed on the basis of any average square foot rent for the gross square footage Lessee has leased. (a4) An assignment or subletting without consentIn any event, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity acceptance by the Lessor of any notice rent from the assignee or from any of the subtenants or the failure of the Lessor to insist upon a strict performance of any of the terms, conditions and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breachcovenants herein shall not release the Lessee herein, Lessor may either: (i) terminate nor any assignee assuming this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% from any and all of the Base Rent then in effect. Furtherobligations herein, in during and for the event entire term of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rentthis Lease. (b5) Lessee’s remedy Lessee shall pay Lessor the sum of Five Hundred ($500.00) Dollars for any breach Lessor's reasonable expenses, including reasonable expenses or charges of Paragraph 12.1 by Lessor shall be limited its attorneys and/or accountants to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold cover its handling charges for each request for consent to a proposed any sublet or assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion prior to its approval of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a sublettingsame.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of Lessee shall not assign this Lease, or any interest therein, and shall not sublet the said Premises or any part thereof, or any right or privilege appurtenant thereto, or cause any other person or entity , to occupy or use the Premises, or any portion thereof, without the advance written consent of Lessor. Notwithstanding the above, Lessee covenants and agrees that it will not may, without the consent of Lessor, assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part of the Premises without, in each instance, having first received the express written consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee bona fide subsidiary or sublessee affiliate of Lessee, an entity in which has been judicially declared bankrupt or insolvent according to law, or with respect to which Lessee merges or an assignment has been made of property for the benefit of creditors, or with respect to entity which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of acquires all or any substantial part substantially all of the proposed assignee’s or sublessee’s property by a court assets of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (“Excepted Party”). Any such assignment or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting subletting requiring Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, made without Lessor’s consent shall not be required for an assignment or subletting void, and shall, at the option of the Lessor, terminate this Lease. This Lease shall not, nor shall any interest therein, be assignable, as to an Affiliate the interest of Lessee, by operation of law, without the written consent of Lessor. Lessee and for Lessor shall split equally (50/50) the purposes hereofBonus Rent, as hereafter defined, actually received by the Lessee in connection with any subletting or assignment to a party other than an Excepted Party. As used herein “Affiliate of LesseeBonus Rent” shall mean (x) an entity which controls, is controlled the consideration received by or under common control with Lessee, (y) a successor corporation related to the Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at for the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all subleasing of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights sublet premises or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether less the amounts that remain payable by the Lessee under this Lease with or without respect to the Lessor’s consent, and no subletting of all or any portion affected portions of the Premises, again less reasonable leasing broker and attorney costs associated with the transaction, and less the cost that Lessee is required to incur to perform its obligations under such sublease or assignment, including without limitation, any improvement costs amortized over the term of the sublease or assignment. Notwithstanding Lessor’s consentobligation to provide reasonable approval, shall act Lessor reserves the right to relieve withhold its consent for any proposed sublessee or assignee of Lessee if the proposed sublessee or assignee is a user or generator of Hazardous Materials. If Lessee of desires to assign its obligations rights under this Lease or release to sublet all or any part of the Guarantor Premises to a party other than an Excepted Party, Lessee shall first notify Lessor of its obligations under its guaranty. Any the proposed terms and conditions of such assignment or subletting pursuant subletting. Notwithstanding the foregoing, Lessee may assign this Lease to this paragraph shall be a “Permitted Transfer”. (a) An assignment an Excepted Party, provided there is no substantial reduction in the net worth of the resulting guarantor. Whether or subletting without consent, other than a Permitted Transfer, shall, at not Lessor’s option, be consent to a Default curable after notice per Paragraph 13.1(d), sublease or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Furtheris required, in the event of any sublease or assignment, Lessee shall be and shall remain primarily liable for the performance of all conditions, covenants, and obligations of Lessee hereunder and, in the event of a default by an assignee or sublessee, Lessor may proceed directly against the original Lessee hereunder and/or any other predecessor of such Breach assignee or sublessee without the necessity of exhausting remedies against said assignee or sublessee. If Lessee merges or sells substantially all of its assets and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder net worth of the Lease term resulting entity is substantially less than that of Lessee, such sale shall be increased to [***]% of the scheduled adjusted renta default under this Lease unless approved by Lessor. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Lessee covenants and agrees that it will shall not assign this Lease or any right hereunder or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole Leased Premises or any part of thereof, nor permit any persons other than Lessee and its employees to operate in said Leased Premises without the Premises without, in each instance, having first received the express prior written consent of Lessor, which consent shall not be unreasonably withheld for assigning or subletting to a tenant whose occupancy and use of the Leased Premises is compatible with the use and overall plan of Lessor. Lessor may shall have the absolute right to withhold its consent to an assignment or subletting of the Leased Premises if Lessee is in its sole discretion except as expressly provided in breach of this Paragraph 12. 1Lease. Lessor’s A consent to any proposed assignment of this Lease or any subletting of all but said Leased Premises shall not less than all constitute a waiver or discharge of the Premises, shall not be unreasonably withheld, conditioned provisions of this paragraph with respect to a subsequent assignment or delayed, provided that (i) subletting. In the event Lessor consents to any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole Leased Premises, and as a condition thereto, Lessee shall pay to Lessor fifty percent (50%) of all profit derived by Lessee from such assignments or subletting. For purposes of the foregoing, profit shall be deemed to include, but shall not be limited to, the amount of all rent payable by such assignee or sublessee in excess of the Base Rental Rate and any adjustments thereto as defined in Paragraphs 7 and 8 above. If a part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable con-sideration for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, shall be payable other than in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitationcash, the obligation payment to pay Base Rent and other amounts provided Lessor shall be in cash for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein its share of any non-cash consideration based upon the fair market value thereof. In the event a sublease or assignment is made as herein provided, Lessee shall pay Lessor a charge of TWO HUNDRED AND 00/100 DOLLARS ($200.00) in order to reimburse Lessor for all of the obligations of Lessee hereunder, necessary legal and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises accounting services required in order to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for accomplish such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Lessee covenants and agrees that it will shall not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or sublease any part portion of the Premises without, in each instance, having first received the express Leased Property without Lessor's prior written consent of Lessor, which consent. Lessor may shall not unreasonably withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease subletting or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayedassignment, provided that (ia) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as in the case may beof a subletting, the sublease and the sublessee shall comply with the provisions of this Article XXIV, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iiib) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient shall assume in Lessor’s reasonable judgment writing and agree to fully keep and perform all of the obligations terms of this Lease on the part of Lessee under this Lease then remaining to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof, (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or in assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of a subleaseeither an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations prompt payment of Lessee under this Lease the Rent and for the performance and observance of all of the obligations, covenants and conditions to be performed by Lessee hereunder and under all of the subtenant under other documents executed in connection herewith. Notwithstanding anything contained herein to the proposed subleasecontrary, Lessor and Lessee acknowledge that there currently exists certain leases or subleases on the Leased Property as described on EXHIBIT C attached hereto (collectively the "Existing Leases"). Any assignment of this Lease or subletting modifications, amendments and restatements of the whole or Existing Leases must be approved by Lessor in accordance with this Article XXIV. Notwithstanding anything contained herein to the contrary, any part of the Premises (other than as permitted to an Affiliate proposed assignee of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force any proposed sublessee or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee subtenant must each have an equal or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other stronger credit rating than the Lessee (on the Commencement Date. Lessor's failure or refusal to approve an affiliate, subsidiary, assignment to an assignee or parent company of Lessee), a subletting to a sublessee or otherwise having substantially subtenant without the same effect, required credit rating shall be treated for all purposes as an assignment of this Lease and shall be governed by reasonable. Within ten (10) business days following the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below)Commencement Date, Lessor shall have obtain from the option, exercisable by written notice sublessees under the Existing Leases estoppel certificates in form and substance acceptable to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of (a) Except as otherwise provided in this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ shall not assign this Lease, or any interest therein, voluntarily or involuntarily, and Lessee covenants and agrees that it will shall not assign this Lease sublet the 328 Premises or sublet (which termthe 330 Premises, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part of thereof, or any right or privilege appurtenant thereto, without the Premises without, in each instance, having first received the express prior written consent of LessorLessor in each instance pursuant to the terms and conditions set forth below, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned conditioned, or delayed, provided that subject to the following provisions. (ib) Prior to any such assignee assignment or sublessee (or an affiliated entity or parent company thereof) demonstrates sublease which Lessee desires to make, Lessee shall provide to Lessor the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building name and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification address of the proposed assignee or sublessee, its true and complete copies of all documents relating to Lessee’s prospective agreement to assign or sublease, a copy of a current financial condition statement for such proposed assignee or sublessee, and Lessee shall specify in writing all consideration to be received by Lessee for such assignment or sublease in the terms on which form of lump sum payments, installments of rent, or otherwise. For purposes of this Paragraph 22, the term “consideration” shall include all money or other consideration to be received by Lessee for such assignment or sublease. Subject to the following paragraph, within fifteen (15) days after the receipt by Lessor of such documentation and other information, Lessor shall (1) notify Lessee in writing that Lessor elects to consent to the proposed assignment or subletting is sublease subject to be madethe terms and conditions hereinafter set forth; or (2) notify Lessee in writing that Lessor refuses such consent, includingspecifying reasonable grounds for such refusal. If Lessee shall propose to sublease substantially the entire 328 Premises or the entire 330 Premises for substantially the entire remaining initial term thereof, without limitationor for the balance of the then applicable option extension period with respect to the 328 Premises or the 330 Premises, except to one or more “Permitted Affiliates” (as defined in Paragraph 22(g)), Lessee shall so notify Lessor in writing, specifying the Rent proposed commencement date of the proposed sublease and the other information referred to above in this Paragraph 22(b). Within fifteen (15) days after the receipt of such notice and information from Lessee, Lessor may notify Lessee in writing that Lessor elects to terminate the Lease of the 328 Premises, or any other consideration the Lease of the 330 Premises (or both if the proposed sublease applies to be paid both the 328 Premises and the 330 Premises), effective as of the proposed sublease commencement date specified in respect thereto and such request shall be treated as Lessee’s warranty in respect notice. If Lessor elects to terminate the Lease of the terms on which 328 Premises or the 330 Premises (or both if the proposed transfer is sublease applies to both) pursuant to the foregoing provision, upon the effective date of termination, Lessor and Lessee shall each be made. It shall be a condition released and discharged from any liability or obligation to the other under the Lease of the validity 328 Premises and/or the 330 Premises accruing thereafter, except for any obligations then outstanding and except for any indemnity obligations or other obligations which survive the expiration or termination of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder328 Premises or the 330 Premises (or both, if applicable) by the express terms hereof, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to agrees that Lessor may enter into a direct lease with a proposed assignee sublessee, if any, without any obligation or sublessee which has been judicially declared bankrupt or insolvent according liability to law, or with respect Lessee. (c) In deciding whether to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or sublettingsublease, Lessor may take into consideration whether or not reasonable conditions have been satisfied, including, but not limited to, the following: (1) In Lessor’s reasonable judgment, the proposed assignee or subtenant is engaged in such a business, that the 328 Premises and/or the 330 Premises, or the relevant part thereof, will be used in such a manner which complies with Paragraph 13 hereof entitled “Use” and Lessee or the proposed assignee or sublessee submits to Lessor documentary evidence reasonably satisfactory to Lessor that such proposed use constitutes a permitted use of the affected Premises pursuant to the ordinances and regulations of the City of Sunnyvale; (2) The proposed assignee or sublessee is a reputable person or entity with sufficient financial net worth to reasonably indicate that it will be able to meet its obligations under this Lease of the 328 Premises and/or the 330 Premises, and under the sublease, in a timely manner; and (3) The proposed assignment or sublease shall be subject to approval by Lessor’s mortgage lender, if Lessee notifies Lessor in writing Lessor’s mortgage lender so requires under the express terms of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), its written agreement with Lessor; and Lessor shall have the option, exercisable by written notice use its good faith efforts to Lessee given within thirty (30) days after Lessor’s receipt of obtain such notice of intent to assign or sublease, to terminate this Lease as of the date specified in approval promptly following Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent to the assignment or sublease shall be in a separate instrument signed by Lessor, Lessee, and the assignee or sublessee containing the relevant provisions of this Paragraph 22 and otherwise in form reasonably acceptable to Lessor and its counsel. (d) As a condition to Lessor’s granting its consent to any assignment or sublease, (1) Lessor may require that Lessee reimburse Lessor for Lessor’s reasonable attorneys’ fees incurred in the negotiation, preparation, and review by Lessor and Lessor’s counsel of the documentation relating to the proposed assignment or sublease, including Lessor’s consent thereto (not to exceed $2,000); (2) Lessor may require that Lessee pay to Lessor, as and when received by Lessee, fifty percent (50%) of the amount of any excess of the consideration actually received by Lessee in connection with said assignment or sublease over and above the rental amount fixed by this Lease and payable by Lessee to Lessor, after deducting only (A) the cost of any work performed by Lessee in the 328 Premises or the 330 Premises at Lessee’s expense in connection with such assignment or sublease, provided, that any such work shall be subject to the provisions of Paragraph 19(d); (B) a standard leasing commission payable by Lessee in consummating such assignment or sublease; and (C) reasonable attorneys’ fees incurred by Lessee and Lessor in connection with such assignment or sublease, including the reimbursement by Lessee of Lessor’s attorneys’ fees referred to above; and (3) Lessee and the proposed assignee or sublessee shall demonstrate to Lessor’s reasonable satisfaction that each of the criteria referred to in subparagraph (c) above is satisfied. (e) Each assignment or sublease agreement to which Lessor has consented shall be an instrument in writing which complies with the provisions of this Paragraph 22 and in form reasonably satisfactory to Lessor, and shall be executed by both Lessee and the assignee or sublessee, as the case may be. Each such assignment or sublease agreement shall recite that it is and shall be subject and subordinate to the provisions of this Lease, that the assignee or sublessee accepts such assignment or sublease, that Lessor’s consent thereto shall not be required for constitute a consent to any subsequent assignment or subletting by Lessee or the assignee or sublessee, and, except as otherwise set forth in a sublease approved by Lessor, the assignee or sublessee agrees to perform all of the obligations of Lessee hereunder (to the extent such obligations relate to the portion of the 328 Premises or the 330 Premises assigned or subleased or as appropriate), and that the termination of this Lease of the 328 Premises or the 330 Premises shall, at Lessor’s sole election, constitute a termination of every such assignment or sublease of the premises affected by such termination. (f) In the event Lessor shall consent to an assignment or subletting sublease, except as otherwise provided in Paragraphs 22(g) or 22(h), Lessee shall remain primarily liable for all obligations and liabilities of Lessee under this Lease of the 328 Premises or the 330 Premises or both, including, but not limited to, the payment of rent. Lessor may condition Lessor’s consent to an Affiliate the assignment of this Lease to the waiver by Lessee, as Assignor, in form acceptable to Lessor, of all of Lessee’s rights as guarantor of the performance by the assignee of the obligations of Lessee under the Lease of the 328 Premises or the Lease of the 330 Premises provided for in the California suretyship statutes, including, but not limited to, Title 13 of the California Civil Code. (g) Notwithstanding the foregoing, Lessee may, without Lessor’s prior written consent, and for without any participation by Lessor in assignment and subletting proceeds, assign this Lease of the purposes hereof328 Premises and/or the Lease of the 330 Premises, an “Affiliate or sublet all or any portion of Lessee” shall mean (x) an entity which controlsthe 328 Premises or the 330 Premises to a subsidiary, is affiliate, division or corporation controlled by or under common control with Lessee, (y) or to a successor corporation related to Lessee by merger, consolidation, non-bankruptcy consolidation or reorganization, or government action, or (z) to a purchaser of all or substantially all of Lessee’s assets at business operations conducted on the Premises 328 Premises, the 330 Premises, or stockboth (each, a “Permitted Affiliate”); provided, howeverthat except as specified hereafter (and except in cases where Lessee does not survive the transaction), Lessee shall remain primarily liable for all obligations and liabilities of Lessee under this Lease with respect to such space, including, but not limited to, the payment of rent. Lessee’s foregoing rights to assign this Lease or to sublet the 328 Premises and/or the 330 Premises to a Permitted Affiliate shall be subject to the following conditions: (1) there shall be no uncured Event of Default (as defined in Paragraph 27) by Lessee under the Lease of the 328 Premises or the Lease of the 330 Premises; (2) in the case of an assignment or subletting to a Permitted Affiliate, Lessee shall remain liable to Lessor hereunder to the extent Lessee survives the transaction; (3) if as a result of a merger, consolidation, or reorganization Lessee is not a surviving entity, the transferee or successor entity to Lessee shall have on the effective date of such transaction a net worth as shown on its current balance sheet certified by an officer of the assignee or sublessee (hereinafter “transferee”) or successor entity at least equal to that of Lessee immediately prior to the effective date of the assignment or sublease, or, if less, financial resources sufficient, in Lessor’s reasonable good faith judgment, to perform the obligations under the assignment or sublease, as applicable; and (4) the transferee or successor entity shall expressly assume in writing, in form reasonably acceptable to Lessor, Lessee’s obligations hereunder accruing from and after the effective date of such assignment or subletting. (h) The sale or transfer of Lessee’s capital stock in a public offering pursuant to an effective registration statement filed by Lessee with the Securities and Exchange Commission or otherwise in connection with any other bona fide financing transaction shall not be deemed an assignment, subletting, or other transfer of this Lease or the Premises affected, provided, that in the case event of the sale, transfer or issuance of Lessee’s securities in connection with a merger, consolidation, or reorganization in which Lessee is not a surviving entity, the conditions set forth in Paragraph 22(g)(1), (3), and (4) shall apply. (i) Subject to the provisions of this Paragraph 22 any assignment to an Affiliate of Lessee, the Affiliate or sublease without Lessor’s prior written consent (where such consent is required hereunder) shall agree directly with at Lessor’s election be void. The consent by Lessor to be bound by all any assignment or sublease shall not constitute a waiver of the obligations provisions of this Paragraph 22, including the Lessee under this Leaserequirement of Lessor’s prior written consent with respect to any subsequent assignment or sublease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the If Lessee shall continue purport to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of assign this Lease, whether with or without the Lessor’s consent, and no subletting of sublease all or any portion of the 328 Premises or the 330 Premises, again with or both, without the Lessor’s consentprior written consent (if such consent is required hereunder), Lessor may collect rent from the persons or entity then or thereafter occupying the 328 Premises or the 330 Premises or both, and apply the net amount collected to the rent reserved herein, but no such collection shall act to relieve be deemed a waiver of Lessor’s rights and remedies under this Paragraph 22, or the acceptance of any such purported assignee, sublessee, or occupant, or a release of Lessee from the further performance by Lessee of covenants on the part of Lessee contained herein. (j) Lessee shall not hypothecate or encumber its obligations interest under this Lease or release any rights of Lessee hereunder, or enter into any license or concession agreement respecting all or any portion of the Guarantor 328 Premises or the 330 Premises, or both, without Lessor’s prior written consent which shall not be unreasonably withheld, subject to all of its obligations under its guaranty. Any assignment or subletting pursuant to the provisions of this paragraph shall be a “Permitted Transfer”Paragraph 22. (ak) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in In the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder any sale or exchange of the Property by Lessor and assignment of this Lease term by Lessor, upon Lessor providing Lessee with written confirmation that Lessor has transferred any security deposit held by Lessor to Lessor’s successor in interest, and upon the assumption by the transferee of all of Lessor’s obligations hereunder accruing from and after the effective date of such assignment, Lessor shall be increased and hereby is entirely relieved of all liability under any and all of Lessor’s covenants and obligations contained in or derived from this Lease with respect to [***]% the period commencing with the consummation of the scheduled adjusted rentsale or exchange and assignment. (bl) The parties acknowledge that Lessor has the remedy described in California Civil Code Section 1951.4 (Lessor may continue the Lease in effect after Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting and abandonment and recover rent as it becomes due, if Lessee is in Breach has right to sublet or Default at the time consent is requestedassign, subject only to reasonable limitations). (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding In the event of any other provisions of assignment by Lessee that is permitted in this Lease, Lessee covenants the assignee shall deliver to Lessor a counterpart original of a document reasonably satisfactory to Lessor whereby such assignee agrees to assume and agrees that it will not assign perform all of the terms and conditions of this Lease or sublet (which term, without limitation, shall include on Lessee’s part from and after the granting effective date of concessions, management arrangements and such assignment. In the like) the whole or any part of the Premises without, in each instance, having first received the express written consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. event Lessee requests Lessor’s consent to a proposed sublease (other than a sublease of individual offices within the Premises to any proposed assignment of this sub-agent or client with whom Lessee has a then-existing and continuing business relationship) during the Lease or subletting of all but not less Term for more than all fifty percent (50%) of the Premises, Lessor shall not have the right to elect to terminate this Lease as to the space proposed to be unreasonably withheldso subleased (a “recapture”), conditioned and this Lease will remain in effect for the remaining portion of the Premises, with the rentable area in Section 1 and the Basic Rental in Section 5, and the Percentage Share in Section 6 adjusted to apply to the remaining portion of the Premises. Any sublease agreement entered into by Lessee shall be subject to this provision. In the event. Lessor elects to exercise its right to terminate this Lease with respect to a portion of the Premises, Lessor shall give Lessee ten (10) days’ prior written notice thereof and during such ten (10) day period Lessee may elect to cancel the sublease to avoid the recapture. If the Lessor recaptures space, Lessor at its sole cost and expense shall construct demising walls and make all necessary improvements to separate the recaptured space from the Premises. If an assignment or delayedsublease is consented to by Lessor, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates then the financial capacity to carry out Lessee shall pay all of Lessee’s out-of-pocket costs incurred in connection therewith (including any lease commissions and lease concessions), and the obligations under this Lease assignment or the sublease, as the case may be, (ii) sublease shall state that all payments from the assignee or sublessee has shall be paid directly to Lessor. In connection with a business reputation that will permitted assignment or sublease: (1) So long as the Lessee is not detract from in default beyond applicable notice and cure periods under this Lease, Lessor shall grant to Lessee a credit against the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee monthly Rental due under this Lease then remaining to be performed or in the case amount of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed Rental actually received by the subtenant Lessor under the proposed sublease. Any assignment of this Lease or subletting of sublease for that month, calculated on a per rentable square foot basis, and based upon the whole or any part portion of the Premises covered by the assignment or sublease. The maximum credit for any month under this subsection (other than as permitted to an Affiliate of Lessee as set forth below1) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent equal to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided per rentable square foot Rental due under this Lease. Any such request (By way of example only, if the then applicable monthly Rental under this Lease is $2.50 per rentable square foot, and there is a sublease providing for monthly Rental of $2.75 per rentable square foot, then the maximum monthly credit under this subsection (1) shall set forthbe $2.50 per rentable square foot times the number of rentable square feet covered by the sublease, and with the credit being applicable only once the payment is received by Lessor from the sublessee or assignee.) If in detail reasonably satisfactory any month Lessee is entitled to Lessora credit under this subsection (1), but the identification credit arises after the Lessee has paid in full the Rental due under this Lease for that month, then Lessor shall pay to Lessee the amount of the proposed credit within five (5) business days after the date that the payment is received by Lessor from the assignee or sublessee. (2) So long as the Lessee is not in default under this Lease beyond applicable notice and cure periods, its financial condition and if the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the Rental received by Lessor from an assignee or sublessee agrees directly under the assignment or sublease exceeds the per rentable square foot Rental (based upon the portion of the Premises covered by the assignment or sublease) due under this Lease, then Lessor shall pay to Lessee all of such excess until such time as Lessee has first recovered all costs incurred in effecting the assignment or sublease, and then Lessor shall pay to Lessee fifty percent (50%) of such excess, with such payments being due within five (5) business days after the date that they are received by Lessor. No assignment or sublease, whether or not permitted, nor Lessor’s consent thereto, shall operate to release Lessee from liability under this Lease. Notwithstanding anything to the contrary contained in form satisfactory this Lease: In the event that Lessee “goes public,” such public sale of stock shall not be considered an assignment of the Lease pursuant to Section 20. Lessee shall have the right, without Lessor’s consent, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or to any part of the Premises to a proposed assignee or sublessee entity into which has been judicially declared bankrupt or insolvent according to law, or with respect which Lessee merges or consolidates and to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliateparent, subsidiary, or parent company affiliated entity, provided that the entity resulting from such merger or consolidation shall have a net worth not less than Lessee’s before the merger, and provided further that any such assignee shall deliver to Lessor a counterpart original of a document reasonably satisfactory to Lessor whereby such assignee agrees to assume and perform all of the terms and conditions of this Lease on Lessee), or otherwise having substantially ’s part from and after the same effect, effective date of such assignment. It shall not be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessorif Lessee’s discretion stock is sold to grant its employees in connection with any employee compensation plan or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to Lessee’s at the net worth of Lessee as time of the date transfer of the stock, and such stock transfers shall not be considered in calculating the sale of Lessee’s stock under Section 20. Lessee shall not be released from its liabilities and obligations hereunder by any such assignment. In the avoidance No such event or transaction shall effect or allow any change in any term or provision of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant allow Lessor to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of (a) Except as otherwise provided in this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ shall not assign this Lease, Lessee covenants or any interest therein, voluntarily or involuntarily, and agrees that it will shall not assign this Lease or sublet (which term, without limitation, shall include sublease the granting of concessions, management arrangements and the like) the whole Property or any part of thereof, or any right or privilege appurtenant thereto, without the Premises without, in each instance, having first received the express prior written consent of LessorLessor in each instance pursuant to the terms and conditions set forth below, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned subject to the following provisions. (b) Prior to any assignment or delayedsublease which Lessee desires to make, provided that (i) any such Lessee shall deliver to Lessor in writing the name and address of the proposed assignee or sublessee, true and complete copies of all documents relating to Lessee’s proposed agreement to assign or sublease, the proposed use of the Property by the proposed assignee or sublessee and a list of all Hazardous Materials used by the proposed assignee or sublessee, if any, a copy of a current financial statement for such proposed assignee or sublessee, and Lessee shall specify in writing all consideration to be received by Lessee for such assignment or sublease in the form of lump sum payments, installments of rent, or otherwise. For purposes of this Paragraph 17, the term “consideration” shall include all money or other consideration to be received by Lessee for such assignment or sublease. Subject to the satisfaction of the conditions referred to in subparagraph (c), within fifteen (15) days after the receipt of such documentation and other information, Lessor shall (1) notify Lessee in writing that Lessor consents to the proposed assignment or an affiliated entity sublease subject to the other terms and conditions set forth hereafter; or parent company thereof(2) demonstrates notify Lessee in writing that Lessor refuses such consent, specifying reasonable grounds for such refusal. If Lessee shall propose to assign this Lease, or sublease more than fifty percent (50%) of the financial capacity to carry out Building for all or substantially all of the obligations under then remaining Term of this Lease, except in either case to one or more “Permitted Transferees” (as defined in Paragraph 17(g)), Lessee shall so notify Lessor in writing, specifying the proposed commencement date of the proposed assignment or sublease and the other information referred to above in this Paragraph 17(b). Within fifteen (15) days after the receipt of such notice and information from Lessee, Lessor notify may Lessee in writing the Lessor elects to terminate this Lease effective as of the proposed effective date of the assignment or sublease specified in Lessee’s notice. If Lessor elects to terminate this Lease pursuant to the subleaseforegoing provision, as upon the case effective date of termination Lessor and Lessee shall each be released from any liability or obligation to the other under the Lease accruing thereafter with respect to the Property, except for any obligations then outstanding and except for any indemnity obligation or other obligations which survive the expiration or termination of this Lease by the express terms hereof, and Lessee agrees that Lessor may be, (ii) enter into a direct lease with the proposed assignee or sublessee has a business reputation that will without any obligation or liability to Lessee. (c) In deciding whether to consent to any proposed assignment or sublease, Lessor may take into account whether or not detract from all reasonable conditions specified by Lessor have been satisfied, including, but not limited to, the image of the Building and following: (iii1) in the case of an assignmentIn Lessor’s reasonable judgment, the proposed assignee has or sublessee is engaged in such a tangible business that the Property, or the relevant part thereof, will be used in such a manner which complies with Paragraph 8 hereof entitled “Use” and Lessee or the proposed assignee or sublessee submits to Lessor documentary evidence reasonably satisfactory to Lessor that such proposed use constitutes a permitted use of the Property pursuant to the ordinances and regulations of the City of Santa ▇▇▇▇▇, and that any Hazardous Materials which may be used by the proposed assignee or sublessee will not, in Lessor’s reasonable judgment, constitute a risk of contamination of the Property; (2) The proposed assignee or sublessee shall be a reputable corporation or other legal entity with a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the be able to meet its obligations of Lessee under this Lease then remaining or the sublease in a timely manner; (3) The proposed assignment or sublease shall be subject to approval by Lessor’s mortgage lender, if any, if Lessor’s mortgage lender so requires under the express terms of the lender’s deed of trust or other loan documents; and if such approval is required, Lessor shall use its good faith efforts to obtain such approval promptly following Lessee’s request; and (4) Lessor’s consent to the assignment or sublease shall be performed in a separate instrument signed by Lessor, Lessee, and the assignee or sublessee which shall contain the relevant provisions of this Paragraph 17 and otherwise in the case of form reasonably acceptable to Lessor and its counsel. (d) As a subleasecondition to Lessor’s granting its consent to any assignment or sublease with requires Lessor’s consent hereunder, the proposed subtenant (or an affiliated entity or parent company thereof1) has a financial net worth reasonably sufficient in Lessor may require that Lessee reimburse Lessor for Lessor’s reasonable judgment attorneys’ fees incurred in the negotiation, preparation, review, and approval by Lessor and Lessor’s counsel of the documentation for the proposed assignment or sublease, including Lessor’s consent thereto, not to fully perform those obligations exceed $1,500 for any transfer occurring during the first sixty (60) months of the Term or $2,500 for any transfer occurring during the remaining sixty-two (62) months of the Terra; (2) Lessor may require that Lessee under pay to Lessor, as and when received by Lessee, fifty percent (50%) of the consideration received by Lessee in connection with said assignment or sublease which is in excess of the rent payable by Lessee to Lessor pursuant to this Lease with respect to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part such portion of the Premises that is subject to any such assignment or sublease (other than as permitted to an Affiliate which shall be allocated on a per square foot basis), after deducting only (A) the cost of Lessee as set forth below) any tenant improvements performed by Lessee without in the Property at Lessee’s expense (such as interior painting, carpet cleaning, replacing ceiling tiles, etc.) in connection with such assignment or sublease (but excluding the Tenant Improvements completed by Lessor pursuant to the Work Letter Agreement attached as Exhibit “B”); (B) a “market” leasing commission (i.e., comparable to commissions currently payable for leases of similar properties in the vicinity of the Premises) payable by Lessee in consummating such assignment or sublease; and (C) the reasonable attorneys’ fees incurred by Lessee and Lessor in connection with such assignment or sublease, including the Lessor’s express consent attorneys’ fees referred to above in this subparagraph; and (3) Lessee and the proposed assignee or sublessee shall demonstrate to Lessor’s reasonable satisfaction that the conditions specified by Lessor for Lessor’s approval, including the conditions referred to in subparagraph (c) above have been satisfied. (e) Each assignment or sublease agreement to which Lessor has consented shall be invalid, void an instrument in writing which complies with the provisions of this Paragraph 17 and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail form reasonably satisfactory to Lessor, and shall be executed by both Lessee and the identification of the proposed assignee or sublessee, its financial condition and as the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be madecase may be. It shall be a condition of the validity of any Each such assignment or subletting sublease agreement shall recite that it is and shall be subject and subordinate to the provisions of this Lease, that the assignee or sublessee agrees directly with accepts such assignment or sublease, that Lessor’s consent thereto shall not constitute a consent by Lessor to any subsequent assignment or subletting by Lessee or the assignee or sublessee, and, except as otherwise set forth in a sublease approved by Lessor, in form satisfactory the sublessee agrees to Lessor, to be bound by perform all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunderhereunder (to the extent such obligations relate to the portion of the Property subleased), and that the termination of this Lease shall, at Lessor’s election, constitute a termination of every such assignment or sublease unless otherwise agreed by Lessor at the time of Lessor’s consent to such assignment or sublease. (f) If Lessor consents to an assignment or sublease, except as otherwise provided in Paragraphs 17(g) or 17(h), Lessee shall remain fully primarily liable therefor. In no eventto Lessor for all obligations and liabilities of Lessee under this Lease, howeverincluding, shall but not limited to, the payment of rent. (g) Notwithstanding the foregoing, Lessee may, without Lessor’s prior written consent, and without any participation by Lessor in assignment and subletting proceeds, assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of sublease all or any substantial part portion of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises Property to a person or entity other than the Lessee (or an affiliatecorporation controlling, subsidiarycontrolled by, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lesseewith, (y) Lessee or to a successor corporation related to Lessee by merger, consolidation, non-bankruptcy consolidation or reorganization, or government action, or (z) to a purchaser of substantially all of Lessee’s assets at business operations conducted on the Premises or stockProperty (each, a “Permitted Transferee”); provided, however, that except as specified hereafter (and except in cases where Lessee does not survive the case transaction). Lessee shall remain primarily liable for all obligations and liabilities of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease, including, but not limited to, the payment of rent. FurtherLessee’s foregoing rights to assign this Lease or to sublease the Property to a Permitted Transferee shall be subject to the following conditions: (1) there shall be no uncured Event of Default (as defined in Paragraph 22) by Lessee under this Lease existing at the time of any such transfer; (2) Lessee shall remain liable to Lessor hereunder if Lessee survives the transaction; and (3) if as a result of a merger, any person consolidation, or entity owning directly or indirectly, reorganization Lessee is not a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or surviving entity, provided that, in all instances, the combined net worth of the transferee or successor entity to Lessee shall continue to have a net worth following consummation on the effective date of such transaction that is a tangible net worth as shown on its current balance sheet certified by an officer of the assignee or sublessee (hereinafter “transferee”) or successor entity at least equal to the tangible net worth of Lessee as of immediately prior to the effective date of the assignment or sublease, or, if less, financial resources sufficient, in Lessor’s reasonable judgment, to perform the obligations under the assignment or sublease, as applicable; and (4) the transferee or successor entity shall expressly assume in writing Lessee’s obligations hereunder accruing from and after the effective date of such assignment or subletting. (h) The sale or transfer of Lessee’s capital stock in a public offering pursuant to an effective registration statement filed by Lessee with the Securities and Exchange Commission or otherwise in connection with any other bona fide financing transaction shall not be deemed an assignment, subletting, or other transfer of this Lease or the Property, provided, that in the event of the sale, transfer or issuance of Lessee’s securities in connection with a merger, consolidation, or reorganization in which Lessee is not a surviving entity, conditions (1), (3), and (4) in the preceding subparagraph shall apply. (i) Subject to the provisions of this Paragraph 17 any assignment or sublease without Lessor’s prior written consent (where such consent is required hereunder) shall at Lessor’s election be void. In The consent by Lessor to any assignment or sublease shall not constitute a waiver of the avoidance provisions of doubtthis Paragraph 17, it is agreed that no including the requirement of Lessor’s prior written consent, with respect to any subsequent assignment of or sublease. If Lessee shall purport to assign this Lease, whether with or without the Lessor’s consent, and no subletting of sublease all or any portion of the PremisesProperty, again with or without the Lessor’s consentprior written consent (if such consent is required hereunder), Lessor may collect rent from the company or other business entity then or thereafter occupying the Property and apply the net amount collected to the rent reserved herein, but such collection shall act to relieve not be deemed a waiver of Lessor’s rights and remedies under this Paragraph 17, or the acceptance by Lessor of any such purported assignee, sublessee, or occupant, or a release of Lessee from the further performance by Lessee of any of Lessee’s covenants contained herein. (j) Lessee shall not hypothecate or encumber its obligations interest under this Lease or release any rights of Lessee hereunder, or enter into any license or concession agreement respecting all or any portion of the Guarantor Property, without Lessor’s prior written consent which shall not be unreasonably withheld, subject to all of its obligations under its guaranty. Any assignment or subletting pursuant to the provisions of this paragraph shall be a “Permitted Transfer”Paragraph 17. (ak) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in In the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder any sale or exchange of the Property by Lessor and assignment of this Lease term by Lessor, upon providing Lessee with written confirmation that Lessor has transferred the Security Deposit held by Lessor to Lessor’s successor in interest and upon the assumption by the transferee of all of Lessor’s obligations hereunder accruing from and after the effective date of such assignment, Lessor shall be increased and hereby is entirely relieved of all liability for Lessor’s covenants and obligations contained in this Lease with respect to [***]% the period commencing with the effective date of the scheduled adjusted rentsale or exchange and assignment. (bl) The parties acknowledge that Lessor has the remedy described in California Civil Code Section 1951.4 (Lessor may continue the Lease in effect after Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting and abandonment and recover rent as it becomes due, if Lessee is in Breach has the right to sublet or Default at the time consent is requestedassign, subject only to reasonable limitations). (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, 11.1 Lessee covenants and agrees that it will shall not have the right to assign or otherwise transfer Lessee’s interest in this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part of the Premises without, in each instance, having first received the express estate created by this Lease without Lessor’s prior written consent of Lessorconsent, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall will not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee assignment consented to by Lessor shall comply with the following conditions: 11.1.1 Lessee shall give Lessor not less than fifteen (or an affiliated entity or parent company thereof15) demonstrates the financial capacity to carry out all days’ prior written notice of the obligations under proposed assignment; 11.1.2 The proposed assignee shall, in recordable form, expressly assume all the covenants and conditions of this Lease or Lease; 11.1.3 Lessee shall deliver to Lessor within ten (10) days after the subleaseexecution and delivery of such assignment, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image true and correct manually signed copy of the Building and (iii) assignment; 11.1.4 Any such assignment shall not in any way affect or limit the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations liability of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any , even if such subletting shall not relieve assignment alters the Lessee named herein of any of the obligations primary liability of Lessee to pay rent and to perform all other obligations to be performed by Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case Lessee shall be relieved of any assignment obligation under this Lease to an Affiliate the extent that such obligation arises out of any amendment or modification of this Lease between Lessor and Lessee’s assignee or any subsequent assignee made without the written consent of Lessee thereto. The acceptance of rent by Lessor from any other person shall not be deemed to be a waiver by Lessor of any provision hereof. In the event of default by any assignee of Lessee, or any successor of Lessee in the Affiliate shall agree directly with Lessor to be bound by all performance of any of the obligations terms hereof, Lessor may proceed directly against Lessee without the necessity of exhausting remedies against said successor Lessee. Notwithstanding the foregoing, Lessee under this Lease. Further, shall have the right at any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may time to assign or otherwise transfer such interests its interest in this Lease and the estate created by this Lease without Lessor’s prior consent to another person a partnership or entitycorporate subsidiary controlled by Lessee, provided thatan entity that controls Lessee, or to an entity that is controlled by an entity which also controls Lessee. “Control” as used in this Paragraph 11 shall mean ownership of fifty (50%) percent or more of the voting stock or rights. 11.2 Lessee shall have the right (without any prior approval or consent by Lessor being required), in all instances, the combined net worth regular and ordinary course of maintaining and operating the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with buildings and improvements now or without the Lessor’s consent, and no subletting of all or any portion of hereafter located on the Premises, again with to sublease any offices, spaces or without related facilities in the Lessor’s consentbuildings and improvements on the Premises for any use permitted by Paragraph 6 hereof; provided, however, that each such sublease shall act be subject to relieve the Lessee terms, covenants and conditions of its obligations under this Lease or release and the Guarantor rights of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”Lessor hereunder. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions Sublessee’s interest in this Sublease is not assignable, in whole or in part, either voluntarily or by operation of law, nor shall Sublessee’s interest in this LeaseSublease be encumbered by deed of trust, Lessee covenants and agrees that it will not assign this Lease mortgage or otherwise, nor shall Sublessee have the right to sublet (which termor license or allow another party to use or occupy the Subleased Premises, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part of thereof, without the Premises without, in each instance, having first received the express prior written consent of Sublessor and Master Lessor, which consent may be withheld in their sole and absolute discretion for any reason or no reason. Sublessor or Master Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent further shall have the right to condition the giving of any proposed assignment of this Lease or subletting of all such consent, including, but not less than limited to, requiring that the proposed sublessee, assignee or licensee deposit with Sublessor or Master Lessor a security deposit for the faithful performance of all of the Premisesterms, covenants and conditions of this Sublease to be kept and performed by Sublessee during the Term hereof. Such security deposit, if required, shall not be unreasonably withheld, conditioned or delayed, provided that (i) paid to Sublessor and/or Master Lessor prior to the effective date of any such proposed sublease, assignment or license. Sublessee shall, upon demand, reimburse Sublessor for all attorneys’ fees and reasonable costs incurred by Sublessor in connection with the review and/or preparation of documents in connection with any such proposed assignment, subletting, license, encumbrance, use or occupation. In the event any assignment, subletting, license, encumbrance, use or occupation, to which Sublessor and Master Lessor has consented, results in ADA compliance requirements, the transferee shall bear all costs and expenses associated with such ADA compliance requirements. Any assignment, subletting, license, encumbrance, use or occupation without the written consent of Sublessor and Master Lessor as provided herein shall be void and shall, at the option of Sublessor or Master Lessor, constitute a material breach of this Sublease. If Sublessee is a corporation, partnership or other entity, a change of ownership, whether voluntarily or by operation of law, and whether in one (1) transaction or as a cumulative result of more than one (1) transaction, of fifty percent (50%) or more of the interest in Sublessee shall constitute an assignment by Sublessee of this Sublease requiring consent from Sublessor and Master Lessor as above provided. Sublessee hereby waives and discharges any claims it may have against Sublessor and Master Lessor for damages arising from Sublessor’s or Master Lessor’s withholding or conditioning its consent. Sublessee shall indemnify, defend and hold harmless Sublessor and Master Lessor from any and all liability, losses, claims, damages, costs, expenses, causes of action and proceedings involving any third party or parties (including, but not limited to, Sublessee’s proposed assignee or sublessee (subtenant) who claim that they were damaged by Sublessor’s or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Master Lessor’s reasonable judgment to fully perform the obligations withholding or conditioning of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed subleaseits consent. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent subleasing otherwise shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms provisions of this Lease; any such subletting shall not relieve the Lessee named herein of any Article 10 of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Master Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this LeaseA. Sublessee, Lessee for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants and agrees that it will shall not assign (i) assign, mortgage, or encumber this Lease Sublease or any of its rights or estates hereunder, (ii) sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole Premises or any part thereof, or (iii) suffer, or permit, the Premises, or any part thereof, to be used or occupied by others, without the prior written consent of the Premises without, Sublessor in each instance, having first received the express written which consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be he unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease. Sublessee shall reimburse Sublessor, as the case may beAdditional Rent upon demand, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereundercosts and expenses incurred by Sublessor in connection with any proposed assignment or sublease, including, without limitation, reasonable legal costs incurred in connection with the obligation to pay granting of any requested consent. If this Sublease be assigned, or if the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent Premises or any part thereof be sublet or occupied by anybody other consideration than Sublessee. Sublessor may, after default by Sublessee, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any Additional Rent herein reserved, but no such subletting assignment, subletting, occupancy or collection shall not relieve the Lessee named herein of any be deemed a waiver of the obligations provisions hereof, the acceptance of Lessee hereunderthe assignee, and Lessee shall remain fully liable therefor. In no eventsubtenant, howeveror occupant as Sublessee, shall Lessee assign this Lease or sublet a release of Sublessee from the whole or any further performance by Sublessee of covenants on the part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assigneeSublessee herein contained. Sublessor’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting shall not, in any way, be construed to relieve Sublessee from obtaining Sublessor’s express written consent to any further assignment or subletting. In no event shall any permitted sublessee assign or encumber its sublease, further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space, or an Affiliate part thereof, to be used or occupied by others, without Sublessor’s prior written consent in each instance. B. Notwithstanding the provisions of Lesseeparagraph 14.A, no prior approval of Sublessor shall be required as a condition to any of the following, and for Sublessor shall not have the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related right to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of terminate all or any portion of the Premises, again Sublease or otherwise recapture all or any portion of the Premises in connection with or without any of the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”.following: (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Leasethe subletting of all or a portion of the Premises or assignment of the Sublease to any entity which is a parent or wholly-owned subsidiary of, or under common control with, Sublessee; provided, however, Sublessee shall give Sublessor written notice within 30 days after any such subSublease or assignment and shall furnish to Sublessor such information respecting such transaction as Sublessor may reasonably request, such as, but not limited to, satisfactory evidence as to the relationship as parent, affiliate or subsidiary of the subSublessee or assignee, and evidence as to its legal existence and corporate (or other) authority to enter into the subSublease or assignment; and (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% any assignment of the Base Rent then in effect. FurtherSublease that would occur as a result of a merger, in the event consolidation or reorganization of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. Sublessee’s corporate or partnership (bor other entity) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment structure or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with a sale of all or substantially all of the installation equity ownership interests or assets of a vending machine Sublessee; provided, however, Sublessee shall give Sublessor written notice within 30 days after any such transaction and shall furnish to Sublessor such information respecting such transaction as Sublessor may reasonably request. such as. but not limited to, satisfactory evidence that the assignee is the successor to Sublessee or payphone shall not constitute a sublettingthe purchaser of all or substantially all of Sublessee’s equity ownership interests or assets, and evidence as to the assignee’s legal existence and the assignee’s corporate (or other) authority to enter into the subject transaction; and (iii) any sublease of less than one-half (in the aggregate) of the rentable area of the Premises to Quick International Courier provided that the permitted use of the Premises by any such sublessee is solely for executive and administrative offices.

Assignment and Subletting. 12.1 Notwithstanding any other a. In entering into this Lease for the Term and on the provisions of this Lease, Lessee covenants Landlord has relied upon Tenant's business reputation and agrees that it will experience. Accordingly, Tenant may not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole all or any part portion of the Premises without, in each instance, having first received without the express prior written consent of LessorLandlord, which Lessor may withhold in its sole discretion except consent shall not be unreasonably withheld, as expressly provided in more particularly described below. Should Tenant assign this Paragraph 12. 1Lease or sublet all or a portion of the Premises, Tenant will remain primarily liable, and not merely as a surety, for payment of the Rent and performance of the other lease terms, conditions, covenants and duties of this Lease. Lessor’s Tenant shall not sublet all or any portion of the Premises for any period of time extending beyond the period of this Lease or any renewal thereof. If Landlord declines to consent to any proposed assignment or sublease, this Lease shall remain unmodified and in full force and effect as if no request for assignment or subletting had been made by Tenant, subject to the termination rights of Landlord set forth below. Tenant shall not, in any event, mortgage, pledge, hypothecate, encumber or otherwise grant a security interest in this Lease or subletting any rights of all but not Tenant hereunder. b. Following a request from Tenant for consent to any assignment or sublease, Landlord may elect in its sole discretion to terminate this Lease in its entirety, in the event of an assignment or a sublease of the entire Premises, or to terminate this Lease with respect to the portion of the Premises proposed to be subleased, in the event of a sublease of less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the in either case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by giving Tenant written notice to Lessee given within thirty (30) days after Lessor’s receipt from Tenant of its written request for Landlord's consent. Following any such notice termination, Landlord may, at its option, enter into a direct lease with the proposed subtenant or assignee. Notwithstanding the foregoing, Landlord shall not have the termination right set forth in this paragraph 14(b) in respect of intent an assignment to assign or sublease, a "Permitted Transferee" as defined in paragraph 14(g). c. Landlord and Tenant agree that it shall be deemed to terminate be reasonable under this Lease as and under any applicable law for Landlord to withhold consent to any proposed assignment or sublease where one or more of the date specified in Lessee’s request. Notwithstanding any contrary provisions hereinfollowing apply, Lessor’s consent shall without limitation as to other reasonable grounds for withholding consent: (i) In Landlord's reasonable judgment, the use of the Premises by the proposed assignee or subtenant (the "Transferee") would not be required comparable to the types of use by other tenants in the Building, would entail any alterations which would lessen the value of the leasehold improvements in the Premises, would result in more than a reasonable number of occupants per floor, or would require substantially increased services by Landlord or would alter the tenant mix in the Building so as to adversely affect the economic viability, marketability or reputation of the Building (Tenant acknowledging that Landlord's leasing policy for an the Building is based, in material part, on Landlord's determination of a successful mix of tenant uses, density of use of space by and methods of operation of tenants); (ii) The Transferee is either a governmental agency or instrumentality thereof (unless similar governmental tenants are then in occupancy in the Building); (iii) The Transferee's intended use of the Premises (a) is inconsistent with the use of the Premises permitted pursuant to this Lease or (b) would violate any applicable laws, ordinances, codes or governmental regulations or requirements; (iv) In Landlord's reasonable judgment, the financial worth of the Transferee does not meet the credit standards applied by Landlord for other tenants under leases with comparable terms, or the character, reputation, or business of the proposed assignee or sublessee is not consistent with the quality of the other tenancies in the Building; (v) The proposed assignment or subletting sublease would cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an Affiliate occupant of Lesseethe Building a right to cancel its lease; (vi) Either the proposed Transferee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an or any person or entity which directly or indirectly, controls, is controlled by by, or is under common control with Lesseewith, the proposed Transferee, (ya) a successor corporation related occupies space in the Building at the time of the request for consent and Landlord has available for lease in the Building space comparable to Lessee by merger, consolidation, non-bankruptcy reorganization, or government actionthat which the Transferee may lease from Tenant, or (zb) is negotiating with Landlord to lease space in the Building at such time; (vii) The Transferee does not intend to occupy the entire Premises and conduct its business therefrom for a purchaser substantial portion of substantially the term of the assignment or sublease; (viii) Landlord has experienced previous defaults by, or is in litigation with, the Transferee; (ix) The proposed sublease or assignment fails to include all of Lessee’s assets the terms and provisions required to be included therein pursuant to this Article 14; or (x) At the time consent is requested or at any time prior to the Premises granting of consent, Tenant is in default under this Lease or stock; provided, however, that would be in default under this Lease but for the pendency of any applicable cure period. d. In the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of sublease all or any a portion of the Premises, again the permitted subtenant shall not be permitted to further assign or sublease its interest in the Premises, other than to assign its entire interest in the sublease with the prior written consent of Landlord as herein provided, and each proposed sublease shall contain appropriate restrictions satisfactory to Landlord in furtherance of the foregoing. Any mortgage, pledge, hypothecation, encumbrance or without the Lessor’s consent, shall act to relieve the Lessee other grant of its obligations under a security interest in this Lease or release any rights of Tenant hereunder, or any assignment or subletting, occupation or use of this Lease or the Guarantor Premises without the consent of its obligations under its guarantyLandlord as aforesaid, shall be void and, at the option of Landlord, constitute a default entitling Landlord to terminate this Lease and give rise to all other remedies available to Landlord for breach of this Lease. Any For purposes of this paragraph 14, the following events shall be deemed an assignment of this Lease or a sublease, as appropriate: (i) the issuance of equity interests in Tenant or any subtenant (whether stock or partnership interests or otherwise) to any person or group of persons in a single transaction or a series of related or unrelated transactions, such that, following such issuance, such person or group shall have control of Tenant or such subtenant; or (ii) a transfer of control of Tenant or of any subtenant in a single transaction, or a series of related or unrelated transactions (including, without limitation, by consolidation, merger or reorganization), except that the transfer of the outstanding capital stock of any corporate Tenant or subtenant (by persons or parties other than "insiders" within the meaning of the Securities Exchange Act of 1934, as amended) through the "over-the-counter" market or any recognized national or international securities exchange shall not be included in the determination of whether control has been transferred. "Control" shall mean ownership of 50% or more of all of the voting stock of such corporation or 50% or more of the legal and equitable interest or voting rights or control in any other business entity. If this Lease is assigned, whether or not in violation of the terms of this Lease, Landlord may collect rent from the assignee. If the Premises or any part thereof is sublet or is used or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from such subtenant or occupant. In either event, Landlord may apply the next amount collected to the rents herein reserved. The consent by Landlord to an assignment, transfer, encumbering or subletting pursuant to any provision of this paragraph Lease shall be a “Permitted Transfer”. not relieve Tenant or any assignee or subtenant from obtaining the express prior written consent of Landlord to any other or further assignment, transfer, encumbering or subletting. Neither any assignment of this Lease or any interest created hereby or any interest of Tenant in any sublease, nor any subletting, occupancy or use of the Premises or any part thereof by any person other than Tenant, nor any collection of rent by Landlord from any person other than Tenant, nor any application of any such rent as provided in this subparagraph (a) An assignment or subletting without consent, other than shall be deemed a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity waiver of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate of the provisions of this Leasesubparagraph, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach relieve, impair, release or discharge Tenant of Paragraph 12.1 by Lessor shall be limited its obligation fully to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at perform the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion terms of the Premises, i.e. 20 square feet or less, this Lease on Tenant's part to be used by a third party vendor in connection with the installation of a vending machine or payphone performed, and Tenant shall not constitute a sublettingremain fully and primarily liable hereunder.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease11.01 Except as provided in Section 11.10 below with respect to a Permitted Transfer, Lessee covenants and agrees that it will Tenant may not assign sell, assign, sublease or otherwise transfer this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part portion of the Premises without, in (each instance, having herein a “Transfer”) without first received obtaining the express prior written consent of LessorLandlord, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under . In no event may Tenant Transfer this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or Transfer any part portion of the Premises (other than as permitted to if there is an Affiliate Event of Lessee as set forth below) Default. No Transfer by Lessee without Lessor’s express consent Tenant shall be invalidrelieve Tenant of any obligation under this Lease, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein Tenant shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, attempted Transfer by Tenant in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect violation of the terms on which the proposed transfer is to be made. It and covenants of this Section 11 shall be void. Any consent by Landlord to a condition particular Transfer shall not constitute Landlord’s consent to any other or subsequent Transfer, and any proposed Transfer by an assignee Tenant and/or a Tenant of either Tenant or any assignee Tenant shall be subject to the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms provisions of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to Section 11 as if it were a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according Transfer by Tenant. 11.02 [Reserved] 11.03 If Tenant desires at any time to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity make Transfer other than the Lessee a Permitted Transfer (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and which shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined Section 11.10 below), Lessor Tenant shall give Landlord written notice of such desire at least thirty (30) days in advance of the date on which Tenant desires to make such Transfer and shall submit in writing to Landlord (i) the name of the proposed transferee, (ii) the nature of the proposed transferee’s business to be carried on at the Premises, (iii) a copy of the proposed Transfer agreement and any other agreements to be entered into concurrently with such Transfer, including full disclosure of the rent to be paid and all other financial terms, and (iv) such financial information as Landlord may reasonably request concerning the proposed transferee. Tenant shall pay to Landlord a reasonable fee for Landlord’s expenses, including reasonable attorneys’ fees, the sum of fee and expenses not to exceed One Thousand Five Hundred Dollars ($1,500) in any one instance, in reviewing such proposed Transfer or otherwise incurred with respect to any such proposed Transfer. Neither the furnishing of such information nor the payment of such fee shall limit any of Landlord’s rights or alternatives under this Section 11. 11.04 Upon any request for Landlord’s consent under this Section 11, Landlord shall have the option, exercisable which may be exercised in Landlord’s sole discretion by giving written notice to Lessee given Tenant within thirty fifteen days (3015) days after Lessor’s receipt by Landlord of all of the information concerning such notice of intent to assign or subleaseTransfer required by Section 11.03, (a) to terminate this Lease as to the portion of the Premises for which Tenant proposes a Transfer, effective as of the date Tenant proposes the Transfer to take place or if no such date was specified in Tenant’s notice to Landlord, effective as of the date specified by Landlord in LesseeLandlord’s request. Notwithstanding any contrary provisions hereinresponse to Tenant, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that if the proposed Transfer is a sublease of no more than full floor or less of the Premises for a period which is substantially less than the remaining Term of this Lease, then Landlord shall not have the right of recapture set forth in the case of any assignment this item (a); (b) to an Affiliate of Lesseeterminate this Lease in its entirety, the Affiliate shall agree directly with Lessor if Tenant proposes to be bound by Transfer all of the obligations of the Lessee its rights under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee effective as of the date Tenant proposes the Transfer to take place; (c) to permit Tenant to make such Transfer for the duration so specified by Tenant in its notice, or (d) to withhold its consent. If Landlord fails to notify Tenant in writing of Landlord’s election within said fifteen (15) day period, Landlord shall be deemed to have elected option (d). If Landlord notifies Tenant of its election of options (a) or (b) above, then, within the assignment. In fifteen (15)-day period following receipt of Landlord’s election notification, Tenant will have the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessorright to withdraw its request for Landlord’s consent, this Lease will not terminate with respect to the proposed Transfer space, and no subletting Landlord shall be deemed to have elected option (d). Upon termination of this Lease as to a portion of the Premises, (i) the Base Rent shall be reduced by the then-current Base Rent per square foot of rentable area, multiplied by the number of square feet of rentable area proposed to be Transferred by Tenant and subsequently recaptured by Landlord pursuant to item (a) above; (ii) Tenant’s Pro Rata Share shall be reduced in proportion to the reduction of the rentable area of the Premises; and (iii) such portion of the Premises shall, at Landlord’s expense, be made a discrete separate area in accordance with all applicable Laws and with a reasonable and appropriate entrance separate from the entrance for the remainder of the Premises. Upon termination of this Lease as to all or any portion of the Premises, again any option to extend the Term of this Lease with respect to such portion of the Premises shall also terminate, whether or not such options have been exercised. Non-exercise by Landlord of its rights under this Section 11.04 shall not limit any of Landlord’s other rights and alternatives under Section 11. 11.05 Each transferee shall fully observe all covenants of this Lease, including without limitation, the Lessorprovisions of Section 5.01 of this Lease, and no consent by Landlord to a Transfer shall be deemed in any manner to be a consent to a use not permitted under Section 5.01. 11.06 Whether or not Landlord has consented to the applicable Transfer, fifty percent (50%) of the amount by which the consideration received by Tenant pursuant to any Transfer exceeds, in any month, the Base Rent and Tenant’s consentAdditional Rent then required to be paid with respect to such space, less reasonable and customary third party expenses directly incurred by Tenant attributable to the Transfer with respect to brokerage fees, legal fees, assignee/subtenant improvement costs, and reasonable marketing costs, shall act be payable by Tenant directly to relieve Landlord as additional rent hereunder on or before the Lessee first day of each such month. 11.07 Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations under hereunder or in the Building or in all other property referred to herein, and upon any such transfer, the transferor shall have no further liability hereunder for anything occurring subsequent to such transfer or to any further extent assumed by the transferee. 11.08 Notwithstanding anything to the contrary in this Section 11, no Transfer by Tenant shall become effective until Tenant and any proposed assignee or subtenant has executed and delivered to Landlord a Consent to Assignment Agreement or Consent to Sublease Agreement, as appropriate, by and among Tenant, such proposed assignee or subtenant and Landlord in form reasonably acceptable to Landlord. 11.09 It is expressly agreed by Tenant that it shall be reasonable for Landlord and Landlord shall be entitled to withhold its consent to any proposed Transfer of this Lease or release any proposed Transfer of all or a portion of the Guarantor Premises if the proposed transferee is already occupying space in the Building or if any one of the following applies: (a) the proposed transferee is an entity described on or engaged in a business described on Exhibit E attached hereto; (b) in Landlord’s reasonable business judgment, the proposed transferee is of a character or reputation or engaged in a business which is not consistent with the quality and reputation of the Project; or (c) in the case of an assignment of this Lease (as opposed to a sublease) only, the tangible net worth of the assignee as of the date the notice of the proposed Assignment is given pursuant to Section 11.03 or as of the consummation of the Assignment and any transactions related thereto, is or will be less than the tangible net worth of Tenant as of the date of this Lease. 11.10 Notwithstanding anything to the contrary set forth in this Lease, Tenant may assign all or a portion of its obligations interest under its guaranty. Any assignment this Lease, or subletting pursuant sublease all or a portion of the Premises, upon notice to this paragraph shall be but without the requirement of consent of Landlord and without providing Landlord the right to recapture the Premises or participate in any excess consideration, to (i) an Affiliate, or (ii) any entity with whom Tenant merges or consolidates or engages in any reorganization, (iii) any entity succeeding to all or a substantial portion of the business and assets of Tenant or of any business unit of Tenant, or (iv) any entity or person by sale or other transfer of a percentage of capital stock, equity or ownership of Tenant (each such permitted Assignment, a “Permitted Transfer”. ), provided that (aw) An assignment any successor entity who is the Tenant under this Lease has a tangible net worth equal to or subletting without consentgreater than the tangible net worth of Tenant as of the date of this Lease, other than a (x) the permitted transferee complies with the use provisions of this Lease (y) there is no Event of Default as of the date of the Permitted Transfer, shall, and (z) Tenant shall give Landlord written notice at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: least twenty (i) terminate this Lease, or (ii) upon thirty (3020) days written notice, increase prior to the monthly Base Rent to [***]% effective date of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rentproposed Permitted Transfer (unless prohibited by law). (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding (a) Except as expressly permitted pursuant to Section 10(c), neither Tenant nor Tenant’s legal representatives or successors-in-interest by operation of law or otherwise, shall sell, assign, transfer, hypothecate, mortgage, encumber, grant concessions or licenses, sublet, or otherwise dispose of all or any other provisions of this Lease, Lessee covenants and agrees that it will not assign interest in this Lease or sublet (which termthe Premises, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or permit any part person or entity other than Tenant to occupy any portion of the Premises without(each of the foregoing is a “Transfer” to a “Transferee”), in each instance, having first received the express without Landlord’s prior written consent of Lessorconsent, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned conditioned, or delayed, provided that (i) any . If Landlord fails to respond to a request for consent to a proposed Transfer within 10 business days after Landlord’s receipt of such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out request and all of the obligations Transfer Information, the request shall be deemed denied. Notwithstanding the foregoing, if Landlord fails to respond within such 10 business-day period, Tenant may thereafter send to Landlord a second written request for approval of the proposed Transfer, which request must set forth in bold and 14-point capitalized type on the first page thereof the following statement: “SECOND AND FINAL REQUEST—LANDLORD HAS 10 BUSINESS DAYS TO RESPOND PURSUANT TO SECTION 10” (“Second Transfer Request”). If Landlord then fails to respond to the Second Transfer Request within 10 business days after receipt thereof (“Second Transfer Request Response Period”), Landlord shall be deemed to have elected to consent to the proposed Transfer, but Landlord shall not be estopped by or deemed to have approved any specific terms of the Transfer (such as, for example, if the assignment document were to release Tenant from any further liability under this Lease or if the subleasesublease provides for a sublease term extending beyond the term of this Lease). Notwithstanding the foregoing, as if Landlord notifies Tenant in writing within the case may beSecond Transfer Request Response Period that Landlord requires additional time to review the request, (ii) then the assignee or sublessee has a Second Transfer Request Response Period shall be extended by an additional 5 business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed subleasedays. Any assignment of this Lease or subletting of the whole or any part of the Premises Transfer undertaken without Landlord’s prior written consent (other than as permitted pursuant to an Affiliate of Lessee as set forth belowSection 10(c)) by Lessee without Lessorshall, at Landlord’s express consent shall option, be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debtsvoid. For the purposes of this Lease, the entering into a Transfer shall include, without limitation, any assignment by operation of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lesseelaw, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by any merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Furtherasset sale involving Tenant, any person direct or entity owning directly or indirectlyindirect transfer of control of Tenant, and any transfer of a majority of either the outstanding voting rights or the outstanding ownership interests of Lesseein Tenant. Consent by Landlord to any one Transfer shall be held to apply only to the specific Transfer authorized, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth and shall not be construed as a waiver of the Lessee shall continue duty of Tenant, or Tenant’s legal representatives or assigns, to have a net worth following consummation of such transaction that is at least equal obtain from Landlord consent to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with any other or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting subsequent Transfers pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion or as modifying or limiting the rights of Landlord under the Premises, i.e. 20 square feet or less, to be used foregoing covenant by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a sublettingTenant.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, 25.01 Lessee covenants and agrees that it will not to encumber or mortgage Lessee’s leasehold interest hereunder nor assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole all or any part of the Premises without, in each instance, having first received without the express prior written consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall will not be unreasonably withheld. If Lessor consents to an assignment or subletting, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image shall first be obligated to assume, in writing, all of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining and Lessee shall, for the full term of this Lease, continue to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void jointly and of no force or effect. In any case where Lessor shall consent to severally liable with such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessorfor the payment of the Rent, in form satisfactory to Lessoradditional rent, to be bound any other sums due by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge performance of all or any substantial part of the proposed assignee’s or sublessee’s property obligations required by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. FurtherHowever, any person or entity owning directly or indirectly, a majority in the event the approved assignee is of either the outstanding voting rights or the outstanding ownership interests of greater financial standing than Lessee, as determined within the reasonable discretion of Lessor, Lessee may assign or otherwise transfer such interests seek to another person or entitybe released from its continuing, provided that, joint obligation. Such request shall be made by Lessee in all instances, writing no earlier than one (1) year following the combined net worth date of assignment and will only be permitted if no uncured defaults have occurred and are outstanding under the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of Lease from the date of the assignmentassignment to the date of Lessee’s request. In no event shall Lessee assign or sublet the avoidance Premises for any terms, conditions and covenants other than those contained herein. In no event shall this Lease be assigned or be assignable by operation of doubt, it is agreed that no assignment of this Lease, whether with law or without the Lessor’s consentby voluntary or involuntary bankruptcy proceedings or otherwise, and in no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, event shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written noticeany rights or privileges hereunder, increase be an asset of Lessee under bankruptcy, insolvency or reorganization proceedings. Should Lessor consent to any assignment or sublease, any economic benefit that is derived shall be for the monthly Base Rent to [***]% account of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rentLessor. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Lessee covenants and agrees that it will shall not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or sublease any part portion of the Premises without, in each instance, having first received the express Leased Property without Lessor's prior written consent of Lessor, which consent. Lessor may shall not unreasonably withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease subletting or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayedassignment, provided that (ia) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as in the case may beof a subletting, the sublease and the sublessee shall comply with the provisions of this Article XXIV, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iiib) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient shall assume in Lessor’s reasonable judgment writing and agree to fully keep and perform all of the obligations terms of this Lease on the part of Lessee under this Lease then remaining to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof, (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or in assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of a subleaseeither an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations prompt payment of Lessee under this Lease the Rent and for the performance and observance of all of the obligations, covenants and conditions to be performed by Lessee hereunder and under all of the subtenant under other documents executed in connection herewith. Notwithstanding anything contained herein to the proposed subleasecontrary, Lessor and Lessee acknowledge that there currently exists certain leases or subleases on the Leased Property as described on EXHIBIT C attached hereto (collectively the "Existing Subleases"). Any assignment of this Lease or subletting modifications, amendments and restatements of the whole or Existing Subleases must be approved by Lessor in accordance with this Article XXIV. Notwithstanding anything contained herein to the contrary, any part of the Premises (other than as permitted to an Affiliate proposed assignee of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force any proposed sublessee or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee subtenant must each have an equal or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other stronger credit rating than the Lessee (on the Commencement Date. Lessor's failure or refusal to approve an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor assignee or a subletting to be bound by all of the obligations of the Lessee under this Lease. Further, any person a sublessee or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or subtenant without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph required credit rating shall be a “Permitted Transfer”reasonable. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding (a) Lessee may at any other provisions of time, and from time to time, assign its interest in this Lease, Lessee covenants and agrees that it will not assign this Lease or sublet (which termsublease, without limitationor permit the occupancy of, shall include the granting of concessions, management arrangements and the like) the whole all or any part of the Leased Premises without, in each instance, having first received the express written consent of without Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s 's consent to any proposed assignment successor in interest of this Lease Lessee or subletting to any present or future parent, affiliated or subsidiary corporation or other entity, whether arising pursuant to a sale of all but not less than all stock, sale of assets, merger, consolidation or otherwise, or in the Premisesordinary course of business as required to facilitate any joint marketing of banking or other financial products or services (the aforesaid permitted assignees, shall not be unreasonably withheldsublessees, conditioned or delayedand licensees are hereinafter collectively referred to as the ''Related Parties"), provided that that: (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates transfer shall be subject to the financial capacity to carry out all terms and conditions of the obligations under this Lease or the sublease, as the case may be, Lease; (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the original Lessee named herein hereunder shall remain fully liable for all of the obligations terms and conditions of this Lease; (iii) if Lessee hereunder, including, without limitationproposes to assign its rights under this Lease to someone other than by operation of law, the obligation Lessee and all parties (if any) guarantying the terms and conditions of this Lease shall have a combined tangible net worth (not including goodwill) equal to pay or greater than the Rent tangible net worth (not including goodwill) of the original Lessee named hereunder as of the commencement of the Term or immediately prior to such transfer (whichever is greater); and other amounts provided under (iv) the term of any rights of any Related Parties shall not exceed the then remaining Term (including any Renewal Term) of this Lease. Any such request shall set forth, Lessee agrees to promptly notify Lessor in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity writing of any such assignment or subletting and provide evidence to Lessor of such transfer and that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance has complied with the terms of this Lease; any such subletting shall and conditions set forth herein. (b) Except for subleases, licenses and assignments to Related Parties, as permitted above, Lessee agrees not relieve the Lessee named herein of any of the obligations of Lessee hereunderto assign, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign mortgage or otherwise transfer its interest in this Lease or sublet in the whole Leased Premises or to sublease all or any part of the Leased Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according any third party without first obtaining Lessor's written consent. The parties agree that it would be unreasonable for Lessor to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed a sublease or assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: unless (i) terminate Lessor reasonably believes that the use of the Leased Premises may not continue to comply with the terms and conditions of this Lease, or (ii) upon thirty the proposed assignee’s financial condition and/or business experience are not reasonably acceptable to Lessor, or (30iii) days written notice, increase the monthly Base Rent to [***]% of the Base Rent Lessee is then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the default under this Lease term shall be increased to [***]% of the scheduled adjusted rentbeyond applicable cure periods. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions Tenant may not, without the prior ------------------------- written consent of this LeaseLandlord, Lessee covenants and agrees that it will not which consent may be withheld by Landlord in its sole, unfettered discretion, assign this Lease or any interest hereunder, or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole Premises or any part thereof, or permit the use of the Premises withoutby any party other than Tenant. In the event that Tenant is a corporation or entity other than an individual, any transfer of a majority or controlling interest in each instanceTenant (whether by stock transfer, having first received merger, operation of law or otherwise) shall be considered an assignment for purposes of this paragraph and shall require Landlord's prior written consent. Consent to one assignment or sublease shall not destroy or waive this provision, and all later assignments and subleases shall likewise be made only upon the express prior written consent of LessorLandlord. Subtenants or assignees shall become liable to Landlord for all obligations of Tenant hereunder, which Lessor may withhold without relieving Tenant's liability hereunder and, in the event of any default by Tenant under this Lease, Landlord may, at its sole discretion except option, but without any obligation to do so, elect to treat such sublease or assignment as expressly provided in this Paragraph 12. 1a direct Lease with Landlord and collect rent directly from the subtenant. Lessor’s In addition, upon any request by Tenant for Landlord's consent to any proposed an assignment of or sublease, Landlord may elect to terminate this Lease and recapture all of the Premises (in the event of an assignment request) or subletting the applicable portion of all but not less than the Premises (in the event of a subleasing request); provided, however, if Landlord notifies Tenant that Landlord elects to exercise this recapture right, Tenant may, within five (5) business days of its receipt of Landlord's notice, notify Landlord that Tenant withdraws its request to sublease or assign, in which case Tenant shall continue to lease all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates subject to the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment terms of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent and Landlord's recapture notice shall be invalidnull and void. If Tenant desires to assign or sublease, void and of no force or effect. In any case where Lessor shall consent Tenant must provide written notice to such subletting, Landlord describing the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, proposed transaction in detail reasonably satisfactory to Lessor, the identification of and providing all documentation (including detailed financial information for the proposed assignee or sublessee, its financial condition and the terms on which subtenant) reasonably necessary to let Landlord evaluate the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request transaction. Landlord shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given notify Tenant within thirty (30) days after Lessor’s of its receipt of such notice whether Landlord elects to exercise its recapture right and, if not, whether Landlord consents to the requested assignment or sublease. If Landlord fails to respond within such thirty (30) day period, Landlord will be deemed not to have elected to recapture and not to have consented to the assignment or sublease. If Landlord does consent to any assignment or sublease request and the assignee or subtenant pays to Tenant an amount in excess of intent the Rent due under this Lease (after deducting Tenant's reasonable, actual expenses in obtaining such assignment or sublease), Tenant shall pay 50% of such excess to Landlord as and when the monthly payments are received by Tenant. Notwithstanding anything to the contrary contained in this Section 25, Tenant may assign or sublease, to terminate sublet its rights and obligations under this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s without Landlord's prior consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, into which or government action, with which Tenant is merged or (z) a purchaser of consolidated or which acquired all or substantially all of Lessee’s Tenant's assets at the Premises or stock; providedand property, however, provided that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by such successor corporation assumes substantially all of the obligations and liabilities of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”Tenant hereunder. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of Tenant agrees that it shall not assign, sublet, mortgage, hypothecate, or encumber this Lease, Lessee covenants and agrees that it will not assign this Lease nor permit or sublet (which term, without limitation, shall include allow the granting of concessions, management arrangements and the like) the whole Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance which shall not unreasonably be withheld or delayed. The actions described in the foregoing sentence are referred to collectively herein as "Transfers." If the Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the subtenant or occupant and apply the net amount collected to the Rent herein reserved; but no Transfer, occupancy, or collection shall be deemed a waiver of the Premises withoutprovisions hereof, in each instancethe acceptance of the subtenant or occupant as tenant, having first received or a release of Tenant from the further performance hereunder by Tenant. The consent by Landlord to a Transfer shall not relieve Tenant from obtaining the Landlord's express written consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment further Transfer. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of this Lease its sublet space, or subletting of all but not less than all of otherwise suffer or permit the Premisessublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance which shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding anything to the contrary herein, Tenant shall have a one-time right to assign the entire Premises to a company in which Tenant is a significant (i.e. more than 20%) shareholder without Landlord's prior consent, provided that (a) Tenant agrees that such assignment will not void the personal guarantee which is attached to this Lease as EXHIBIT E and (b) Tenant shall provide to Landlord concurrently with such assignment reasonably satisfactory evidence of (i) any such Tenant's majority ownership of assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, and (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by strength on the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth that of Lessee Tenant as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment Commencement Date of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease(a) Except as hereinafter provided (and then only in compliance with the terms hereof), Lessee covenants and agrees that it will not assign this Lease or sublet (which termthe Tenant shall not, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part prior written consent of the Premises without, Landlord in each instance, having first received assign or sublease any right or interest herein or in any Theatre Property or Element thereof; provided, however, that there shall be no assignment or right to assign less than all of Tenant's rights and interest hereunder. The Tenant shall not, without the express prior written consent of Lessorthe Landlord in each instance, which Lessor sublease or otherwise relinquish possession of any Parcel of Property, Theatre Improvements or Unit of Equipment, except that the Tenant may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent relinquish possession of Theatre Improvements or Equipment to any proposed contractor for use in performing work for the Tenant on such Theatre Improvements or Equipment; provided, that such relinquishment of possession shall in no way affect the obligations of the Tenant or the rights of the Landlord hereunder with respect to such Theatre Improvements or Equipment. If permitted under the applicable Site Lease(s), (i) the Landlord shall not unreasonably withhold or delay its consent under this paragraph (a) to any assignment of this Lease or subletting of all but not less than all of Tenant's rights and interest hereunder or any sublease, (ii) no consent of Landlord shall be required for any assignment or sublease to Parent or any controlled Affiliate of Parent provided Parent shall have confirmed in writing that the PremisesLease Guaranty is applicable to and covers the obligations and liabilities of such assignee as if originally named in such Lease Guaranty, and (iii) no consent of Landlord shall be required for any assignment or sublease to Reading or any controlled Affiliate of Reading provided, in the case of an assignment or sublease to such an Affiliate, either Parent shall have confirmed in writing that the Lease Guaranty is applicable to and covers the obligations and liabilities of such assignee as if originally named in such Lease Guaranty or Reading shall have provided a Lease Guaranty. In the event Landlord consents to Tenant's subletting hereunder in any instance, (A) the sublease shall expressly be made subject and subordinate to the provisions hereof, shall by its terms be subject to termination upon the termination for any reason of this Lease and shall expressly provide for the surrender of the applicable Parcel of Property, Theatre Improvements or Unit of Equipment by the sublessee at the election of the Landlord or Pledgee after the occurrence of an Event of Default hereunder, (B) no sublease shall modify or limit any right or power of the Landlord or Pledgee hereunder or affect or reduce any obligation of the Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not of a guarantor or surety, as though no such subletting had been made, and (C) any sublease made otherwise than as expressly permitted by this paragraph (a) shall be unreasonably withheldvoid and of no force and effect. (b) As additional security to the Landlord for the performance of the Tenant's obligations under this Lease, conditioned the Tenant (A) hereby assigns to the Landlord all of the Tenant's right, title and interest in and to all subleases, whether or delayednot permitted hereby (although the foregoing does not constitute authorization from the Landlord for any sublease not strictly conforming to the limitations of paragraph (a) above) and (B) agrees to cause any sublessee to enter into such commercially reasonable attornment agreement with the Landlord as the Landlord may reasonably request. The Landlord shall have the present and continuing right to collect and enjoy all rents and other sums of money payable under any such sublease, provided and the Tenant hereby irrevocably assigns such rents and other sums to the Landlord for the benefit and protection of the Landlord; provided, that unless an Event of Default shall have occurred and be continuing hereunder, (i) the Tenant shall be entitled to collect and enjoy such rents and other sums and (ii) Tenant shall be entitled to receive and retain any amounts in excess of the amounts due Landlord hereunder; provided, however, that, with respect to any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates excess amounts received by the financial capacity to carry out all of the obligations under this Lease Landlord or the subleaseTenant during the existence of an Event of Default hereunder, such amount shall be held by the recipient until either such Event of Default shall be cured or the closing pursuant to the Purchase Option shall have occurred, in which event such excess shall be retained by, or be paid to, as the case may be, the Tenant, or the Lease Term shall be terminated or shall expire (the Purchase Option not having been exercised or the closing pursuant thereto not having occurred), in which event such excess shall be retained by, or paid to, as the case may be, the Landlord. (i) In connection with a Business Sale by Parent, Parent may be relieved of its future obligations under its Lease Guaranty (and, if such Business Sale includes the sale of the Theatre Properties as such, Tenant may be relieved of its future obligations hereunder) if Parent provides a Suitable Replacement (whether as Tenant hereunder or guarantor pursuant to a guaranty substantially in the form of the Lease Guaranty); provided, however, that the foregoing shall not limit the proviso in the first sentence of paragraph (a) of this Section 17 as relates to the Theatre Properties. (ii) If Parent seeks to provide a Suitable Replacement (other than Reading), Parent or the assignee or sublessee has Tenant shall provide to Landlord, at least thirty days prior to the date such assignment is to become effective, such information regarding the financial ability and movie theatre operating and management experience of the relevant party(ies) as shall enable Landlord to perform a business reputation that thorough evaluation of the suitability of the proposed party(ies). Landlord will not detract advise within fifteen days following its receipt of such information whether the information is sufficient or, if additional information is required by Landlord to conduct its evaluation, the areas and topics where the initially-proffered information is insufficient. This process shall be repeated as Landlord may reasonably require and Landlord shall ultimately be afforded ten Business Days from the image last delivery of information hereunder to determine whether the Building and proposed party(ies) constitute a Suitable Replacement. (iii) in Any provision of this paragraph (c) to the case contrary notwithstanding, Citadel will not be relieved of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the its obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease Guaranty, whether or subletting not a Suitable Replacement is provided as the Tenant or guarantor, until (A) such Suitable Replacement becomes the guarantor or the Tenant hereunder and (B) either of the whole following has occurred: (I) the Funding Date or any part of (II) the Premises (other than as permitted to Suitable Replacement or an Affiliate of Lessee such Suitable Replacement has succeeded to Citadel's obligations under the Loan Agreement and, if there then remains any unused Commitment under and as set forth below) by Lessee without Lessor’s express consent shall be invaliddefined in the Loan Agreement, void and such successor (or a guarantor of no force or effect. In any case where Lessor shall consent such obligations, pursuant to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which of a guaranty reasonably acceptable to Landlord) is either Reading or meets the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in Minimum Net Worth Requirement. (iv) Except upon compliance with and subject to the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee paragraph (or an affiliate, subsidiary, or parent company of Lesseec), or otherwise having substantially the same effect, nothing in this Section 17 shall be treated for all purposes as an assignment construed to relieve Tenant of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or sublettingobligations hereunder. (d) The Tenant shall, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt the execution of such notice of intent any sublease or assignment, deliver a conformed copy thereof to assign or sublease, to terminate this Lease as the Landlord and any Pledgee. (e) The decision of the date specified Landlord to grant a request to approve a subletting or assignment in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent instance shall not be required for an assignment or subletting constitute a waiver of the obligation of the Tenant to an Affiliate of Lessee, and seek such consent in any other instance (whether for the same or a different Theatre Property, whether for the same proposed subtenant or a different one) or a waiver by the Landlord of its rights to withhold its consent in connection with any subsequent request. (f) For purposes hereof, an “Affiliate assignment shall include a transfer of Lessee” shall mean (x) an entity which controls, is controlled by the direct or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that indirect interests in the case of any assignment Tenant such that the Tenant ceases to be an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”Parent. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, The Lessee covenants and agrees that it will shall not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part of the Premises without, in each instance, having first received the express prior written consent of Lessor, the Lessor (which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, ) provided that (i) any such assignee no assignment or sublessee (subletting shall discharge or an affiliated entity or parent company thereof) demonstrates release the financial capacity to carry out Lessee from the full observation and performance of all the terms, conditions, covenants, agreements and provisos herein contained on the part of the obligations under Lessee to be observed and performed (subject to the release of Lessee as to the terms of this Lease provision as described in the following paragraph). The Lessee shall, in respect of any assignment or the sublease, as the case may be, (ii) cause the assignee or sublessee has a business reputation that will not detract from the image time to time of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty 's interest in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunderlease, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease concurrent with or sublet prior to the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor to enter into an agreement in writing of Lessee’s intent with the Lessor covenanting and agreeing to assign this Lease or sublet the entire Premisesobserve, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, perform and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations terms, conditions, covenants, agreements and provisos herein contained on the part of the Lessee under this Leaseto be observed and performed. FurtherThe Lessee shall be liable and responsible for all reasonable third party legal costs incurred by the Lessor in either preparing, revising, considering or approving any person or entity owning directly or indirectlywritten agreement submitted to the Lessor pursuant to the immediately preceding sentence, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests costs to another person or entity, provided that, in all instances, the combined net worth of be payable by the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without on request for payment by the Lessor’s consent. PROVIDED FURTHER, and no subletting HOWEVER, that within seven (7) days of all or any portion receipt of the Premises, again with or without the Lessor’s consent, shall act to relieve notice from the Lessee of its obligations under this Lease intention to assign, pledge or release sublease the Guarantor Premises, the Lessor may serve notice upon the Lessee of its obligations under its guaranty. Any assignment or subletting pursuant intention to this paragraph shall be accept a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% surrender of the Base Rent then in effectLease of the Premises and the Lessee shall surrender the Lease of the Premises. FurtherPROVIDED FURTHER, HOWEVER, that in the event of such Breach and rental adjustmentassignment or subletting, all fixed and non-fixed rental adjustments scheduled during monies paid by the remainder of the Lease term Assignee or Sublessee shall be increased paid directly to [***]the Lessor who shall credit the sum as and when received to payments required and reserved hereunder. The Lessor and the Lessee shall share any excess of such monies over and above monies payable and reserved hereunder (the "Excess") for their own use, respectively, absolutely and forever, specifically, the Lessor shall receive 60% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach Excess and the Lessee shall receive 40% of Paragraph 12.1 by the Excess. The Lessor shall be limited remit to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if the Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis Lessee's 40% portion of the PremisesExcess within seven (7) days of the Lessor's receipt of such Excess. In the case of such sublease of the premises, i.e. 20 square feet or lessthe Lessor has the right to fully release the Lessee from any and all further obligations under this Lease forever. If the Lessor elects to release the Lessee under these conditions, then the Lessor will notify the Lessee in writing of such release. The Lessor will also specify in such written notification that it is granting a full release to the Lessee of any obligations and covenants under this Lease forever and will specify the effective date of such release. Upon such release, the Lessor will then be used by a third party vendor in connection with entitled to retain 100% of the installation Excess received on payments received pursuant to the sublease after such effective date of a vending machine or payphone the release. Additionally, Lessor shall not constitute a sublettingrefund all prepaid rent to Lessee within seven (7) days after such effective date of release.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Lessee covenants and ▇▇▇▇▇▇ agrees that it will not to assign or sublet this Lease or sublet without first obtaining on each occasion the consent in writing of Lessor (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part of the Premises without, in each instance, having first received the express written consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed) and to reimburse Lessor promptly for reasonable legal expenses incurred by Lessor in connection with any request by Lessee for such consent (including, provided that (i) but not limited to, legal expenses incurred in connection with review and negotiation of any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is sublease). Lessee shall not offer or solicit offers to be made, including, without limitation, sublease or assign the Rent Leased Premises or any other consideration to be paid in respect thereto and such request shall be treated as Lesseeportion thereon on rental terms that are below the then market rental terms without first obtaining Lessor’s warranty in respect of the terms on written consent which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the be unreasonably withheld, conditioned or delayed. If Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assigneerequests ▇▇▇▇▇▇’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed an assignment or subletting, if then Lessee shall provide Lessor with a written description of all terms and conditions of the proposal, copies of the proposed documentation, and the following information about the proposed assignee/sublessee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Leased Premises; banking, financial and other credit information; and general references sufficient to enable Lessor to determine the proposed assignee’s/sublessee’s creditworthiness and character. Notwithstanding anything contained herein, one-half of any rent received by Lessee in excess of the Rent payable by Lessee under Lease resulting from an assignment of lease or sublet of space will be paid as Additional Rent to Lessor. In the event Lessee notifies Lessor in writing of Lessee’s intent its intention to assign this Lease or sublet the entire Premises, except in the case more than 50% of a Permitted Transfer (as defined below)this Lease, Lessor shall have the option, exercisable by written notice to Lessee given right within thirty (30) days after Lessor’s of receipt of such written notice of intent to assign or sublease, from Lessee to terminate this Lease as with respect to the portion of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not Leased Premises intended to be required for an assignment or subletting to an Affiliate of Lesseeso sublet, and for recapture said portion of the purposes hereofLeased Premises with rights of access thereto. Lessee may, an “Affiliate without ▇▇▇▇▇▇’s consent, assign this Lease to a corporation or other entity owning a controlling interest in the voting capital stock of Lessee” shall mean Lessee or to a corporation or other entity into which Lessee is merged, provided (xa) an Lessee gives Lessor prior written notice thereof and (b) such corporation or other entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially thereupon assumes in writing all of Lessee’s assets at obligations hereunder, or sublet to an affiliate. No assignment or subletting shall in any way impair the Premises continuing primary liability of Lessee hereunder, and no consent to any assigning or stock; provided, however, that subletting in a particular instance shall be deemed to be a waiver of the obligation to obtain the Lessor’s approval in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any other assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding (a) Tenant shall have the right without the consent of Landlord to (i) assign its interest in this lease to a corporation or other entity which shall (A) control Tenant or (B) be under the control of or be under common control with, Tenant (any other provisions of this Lease, Lessee covenants and agrees that it will not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole such entities or any part such corporations being a "Related Entity"), or (ii) sublease all or any portion of the Premises without, in each instance, having first received the express written consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1to a Related Entity. Lessor’s consent to any proposed Any assignment of this Lease or subletting of all but not less than all of described above may only be made upon the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that conditions that: (i) any such assignee or sublessee subtenant shall continue to use the Premises for uses hereinabove set forth, (ii) in Landlord's reasonable judgment, the principal purpose of such assignment or an affiliated entity sublease is not the acquisition of Tenant's interest in this Lease (except if such assignment or parent company thereofsublease is made to a Related Entity and is made for a valid intracorporate business purpose and is not made to circumvent the provisions of this Lease governing assignment or subletting), and (iii) demonstrates the financial capacity to carry out notwithstanding such assignment or subletting, tenant shall not be relieved of any or all of the its obligations under this Lease or the subleaseas assigned. Tenant shall within ten (10) days after execution thereof deliver to Landlord (i) a duplicate original instrument of assignment in form and substance reasonably satisfactory to Landlord, as the case may beduly executed by Tenant, (ii) a duplicate original instrument in form and substance reasonably satisfactory to Landlord, duly executed by the assignee, in which such assignee or sublessee has a business reputation that will not detract from the image shall assume observance and performance of, and agree to be personally bound by, all of the Building terms, convenience and conditions of the Lease, on Tenant's part to be observed and performed from and after the date of such assignment, or (iii) a duplicate original sublease in the case of an assignmentsubstance reasonably satisfactory to Landlord, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant duly executed by Tenant and subtenant. (or an affiliated entity or parent company thereofb) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee Except as set forth belowabove, at any time that the shares of Tenant are not listed on a public exchange, either a transfer (including the issuance or reissuance of treasury stock or creation and issuance of new stock) by Lessee without Lessor’s express consent shall be invalid, void and of no force a controlling interest in the shares of Tenant (if Tenant is a corporation or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations trust) or a transfer of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification a majority of the proposed assignee total interest in Tenant (if Tenant is a partnership or sublessee, its financial condition and the terms on which the proposed assignment limited liability company) at any one time or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect over a period of the terms on which the proposed transfer is to be made. It shall be time through a condition series of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effecttransfers, shall be treated for all purposes as deemed an assignment of this Lease and shall be governed by subject to all of the provisions of Article 11 and of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or sublettingArticle A-22, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premisesincluding, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lesseewithout limitation, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Leaserequirement that Tenant obtain Landlord's prior consent thereto. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base RIDER B Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.Escalation

Assignment and Subletting. 12.1 Notwithstanding any other provisions Tenant shall not, without the prior written consent of this LeaseLandlord, Lessee covenants and agrees that it will not assign which may be withheld at Landlord's sole discretion, voluntarily or involuntarily assign, mortgage, encumber or hypothecate this Lease or any interest herein or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole Premises or any part of the Premises without, in each instance, having first received the express written consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliatefollowing, subsidiary, or parent company of Lessee), or otherwise having substantially the same effectwithout limitation, shall be treated for all purposes as considered an assignment of this Lease by Tenant: (i) a management or similar agreement (other than any such agreement between Tenant and BCC or an Affiliate of BCC), and (ii) any Change in Control, but excluding a Consented Transaction (as such terms are defined in Section 10.1.6 hereof) of Tenant. Any of the foregoing acts without such consent shall be governed by void but shall, at the provisions option of Landlord in its sole discretion, constitute an Event of Default giving rise to Landlord's right, among other things, to terminate this Paragraph 12Lease. Without limiting Lessor’s discretion to grant the foregoing, this Lease shall not, nor shall any interest of Tenant herein, be assigned or withhold its encumbered by operation of law without the prior written consent to any proposed assignment or sublettingof Landlord which may be withheld at Landlord's sole discretion. Notwithstanding the foregoing, if Lessee notifies Lessor in writing of Lessee’s intent to Tenant may without Landlord's consent assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer all (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30but not less than all) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting Premises thereof to an Affiliate of LesseeTenant, provided that such Affiliate fully assumes the obligations of Tenant under this Lease, BCC has approved such assignment in writing, Tenant remains fully liable under this Lease, the use of the Premises remains unchanged, and for no such assignment or sublease shall be valid and no such Affiliate shall take possession of the purposes hereofPremises until an executed counterpart of such assignment or sublease has been delivered to Landlord. Anything contained in this Lease to the contrary notwithstanding, an “Affiliate of Lessee” Tenant shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at not sublet the Premises or stock; provided, however, any part thereof on any basis such that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor rental to be bound paid by all the sublessee thereunder would be based, in whole or in part, on either the income or profits derived by the business activities of the obligations of the Lessee under this Lease. Furthersublessee, or any person or entity owning directly or indirectlyother formula, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and sublease rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 received by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.Landlord would fail

Assignment and Subletting. 12.1 Notwithstanding any other provisions Lessee shall not either voluntarily or by operation of this Leaselaw assign, Lessee covenants and agrees that it will not assign transfer, convey or encumber this Lease or any interest under it, or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole its right to occupy or use all or any part portion of the Premises without, in each instance, having first received the express without Lessor's prior written consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that . Among the criteria to be used by Lessor in evaluating a request for assignment or subletting will be (i) any such assignee the proposed use of the Premises; (ii) the anticipated impact, if any, on parking; or sublessee (or an affiliated entity or parent company thereofiii) demonstrates the financial capacity to carry out all of the assignee/sublessee to perform the obligations under this Lease. Lessor reserves the right to recapture the Premises or applicable portion thereof in lieu of giving its consent by notice given to Lessee within twenty (20) days after receipt of Lessee's written request for assignment or subletting. Such recapture shall terminate this Lease as to the applicable space effective on the prospective date of assignment or subletting, which shall be the last day of a calendar month and not earlier than sixty (60) days after receipt of Lessee's request hereunder. In the event that Lessor shall not elect to recapture and shall thereafter give its consent, Lessee shall pay Lessor a reasonable fee, not to exceed One Thousand and No/100 Dollars ($1,000.00) to reimburse Lessor for processing costs incurred in connection with such consent. Lessor's consent shall not release or discharge Lessee from future liability under this Lease and shall not waive Lessor's right to consent to any future assignment or sublease. Any assignment or subletting without Lessor's consent shall be void and shall, at Lessor's option, constitute a default under this Lease. A transfer by the present majority shareholders of ownership or control of a majority of the voting stock of a corporate Lessee, or the change in form of entity of the Lessee, shall be deemed an assignment. Notwithstanding anything herein to the contrary, Lessee may, without Lessor’s prior consent assign its rights and obligations under this Lease or the sublease, as the case may be, (ii) the assignee sublet all or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part portion of the Premises to: (other than as permitted to an Affiliate of Lessee as set forth belowi) by Lessee without Lessor’s express consent shall be invalida subsidiary, void and of no force or effect. In any case where Lessor shall consent to such sublettingparent, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunderaffiliate, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person division or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (yii) a successor corporation related entity to Lessee by merger, consolidation, non-bankruptcy reorganization, reorganization or government governmental action, or (ziii) a purchaser of substantially all of Lessee’s the assets at the Premises or stock; provided, however, that equity interests in the case of any assignment to an Affiliate of Lessee, in which case the Affiliate provisions of this Section 13 shall agree directly with Lessor not apply to be bound by all of such transfer, assignment or sublease; provided that any such transfer is for a legitimate business purpose and is not undergone as a subterfuge to avoid the obligations of this Section 13. The Lessee shall not assign its interest in or under this Lease for security purposes, nor shall the Lessee under grant any security interest, lien or encumbrance against its interest in this LeaseLease or in or to any property in or affixed to the Premises without the prior written consent of the Lessor, which consent shall be granted, withheld or conditioned in Lessor’s sole discretion. FurtherIn no event shall the Lessee grant, or allow to exist, any person security interest in, or entity owning directly lien or indirectly, a majority of either encumbrance against the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests fee title to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with the Building in which the Premises is located or without the Lessor’s consent, shall act to relieve real property on which the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”building is located. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of 9.1 Subtenant shall not assign, hypothecate or otherwise encumber or transfer this LeaseSublease, Lessee covenants and agrees that it will not assign this Lease or further sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole all or any part of the Premises withoutor permit the use or occupancy thereof by any persons (the agents, in each instance, having first received employees and invitees of Sublandlord excepted) without the express prior written consent of LessorSublandlord, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned withheld or delayed, provided that (i) any and the prior written consent of Landlord where such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates consent is required under the financial capacity to carry out all terms of the obligations under Master Lease. By way of illustration and not limitation, a reasonable basis for withholding consent to an assignment of this Lease or Sublease shall include, but not be limited to, the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image creditworthiness of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment and ability of the proposed assignee to fully perform the obligations of Lessee Subtenant under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant Sublease (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessorafter taking into consideration Subtenant’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed subleasecreditworthiness and continuing liability hereunder). Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory shall be subject to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any and conditions of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Master Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that the Sublease Consent shall not satisfy the Consent Condition unless it includes Landlord’s waiver of the right to terminate the Master Lease and recapture all or a portion of the Premises in the case lieu of any approving an assignment of this Sublease or a further subletting by Subtenant. 9.2 As part of its request for Sublandlord’s consent to an Affiliate assignment of Lesseethis Sublease or a further subletting of the Premises, the Affiliate Subtenant shall agree directly provide Sublandlord and Landlord with Lessor to be bound by all of the obligations information required under Section 14(a) of the Lessee Master Lease, and such additional information as Sublandlord may reasonably request from Subtenant. Subtenant shall pay any costs of Landlord reimbursable by Sublandlord under the Master Lease, as well as Sublandlord’s reasonable out of pocket costs incurred in connection with the review of any request for consent to an assignment of this Lease. Further, any person Sublease or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth further subletting of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignmentPremises. In the avoidance of doubtWithout limitation, it is agreed that no Sublandlord’s consent shall be deemed to have been reasonably withheld if Sublandlord is unable for any reason to obtain the consent of Landlord to the proposed assignment or further subletting as required under the Master Lease. Any attempted assignment of this LeaseSublease or further subletting of the Premises in violation of this Section 9 shall at Sublandlord’s option, whether with the attempted assignment or without further subletting shall be void. Consent by Sublandlord to one or more assignments or sub-subleases shall not operate as a waiver of Landlord’s rights to approve any subsequent transfer of possession. In no event shall any assignment of this Sublease or further subletting of the Lessor’s consent, and no subletting Premises release or relieve Subtenant from any obligation under this Sublease. 9.3 In the event of any assignment of this Sublease or sub-sublease of all or any portion of the Premises (other than a permitted assignment or sublease as described in Section 14(g) of the Master Lease, as herein incorporated), Sublandlord shall be entitled to receive, as Additional Rent hereunder, fifty percent (50%) of the Excess Subletting Proceeds actually received by Subtenant as a consequence of such transaction (including amounts recoverable under California Civil Code Sections 1951.2 and 1951.4, but excluding any late charges, interest or other amounts attributable to the assignee or sub-subtenant’s failure to timely and fully perform its obligations under the assignment or sub-sublease). As used herein “Excess Subletting Proceeds” shall mean the rent or other sums actually received by Subtenant as consideration for the assignment of this Sublease or the sub-subletting of the Premises, again or any portion thereof during the Sublease Term after reimbursement to Subtenant of: (i) any sums paid by Subtenant to Sublandlord with respect to the space so assigned or without the Lessorsub-sublet (excluding any late charges, interest or other amounts attributable to Subtenant’s consent, shall act failure to relieve the Lessee of timely and fully perform its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(dSublease), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or ; (ii) upon thirty (30) days written noticeany usual and customary amounts reasonably and necessarily incurred by Subtenant to obtain, increase negotiate such transaction and/or perform its obligations with respect to such transaction, including without limitation, attorneys’ fees, brokerage commission, the monthly Base Rent to [***]% cost of improvements constructed for the benefit of the Base Rent then in effect. Furtherassignee or sub-subtenant, the cost of providing services to the assignee and/or subtenant, etc, and (iii) the unamortized cost (calculated on a straight-line basis over the Sublease Term without interest) of any improvements and alterations installed in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default Premises at the time consent is requested. (d) Notwithstanding expense of Subtenant to the foregoing, allowing a de minimis portion of extent the Premises, i.e. 20 square feet or less, to be same actually are used by a third party vendor in connection with the installation of a vending machine assignee or payphone shall not constitute a sublettingsub-subtenant.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Lessee covenants and agrees that it will Sublessee may not assign this Lease Sublease, sublet the Subleased Premises, transfer any interest of Sublessee therein or sublet permit any use of the Subleased Premises by another party (which termcollectively, “Transfer”), without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part of the Premises without, in each instance, having first received the express prior written consent of LessorSublessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably be withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity and Master Lessor. A consent to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will one Transfer shall not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining be deemed to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to any subsequent Transfer. Sublessee acknowledges that the Master Lease contains a “recapture” right in Section XII(B), and that Sublessor may withhold consent to a proposed Transfer in its sole discretion unless Master Lessor confirms in writing that the recapture right does not apply to the Subleased Premises or otherwise waives such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation right. Sublessor’s waiver or consent to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed any assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty ineffective unless set forth in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunderwriting, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent Sublessee shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of relieved from any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release Sublease unless the Guarantor consent expressly so provides. Sublessee shall have the right, if Sublessor notifies Sublessee that it is exercising its recapture right pursuant to Section XII(B) of the Master Lease, to notify Sublessor in writing that Sublessee is rescinding its obligations under its guarantyrequest for consent to the Transfer within five (5) days after receipt of Sublessor’s exercise, in which case this Sublease shall remain unmodified and in full force and effect. Any assignment or subletting pursuant to this paragraph Transfer shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without subject to the necessity terms of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% Section XII of the Base Rent then in effect. Further, in Master Lease to the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rentextent incorporated herein. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of 7.01 Except as provided in this Lease, Lessee Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants and agrees that it will shall not assign assign, mortgage or encumber this Lease or sublet (which termnor underlet, without limitationnor suffer, shall include nor permit the granting of concessions, management arrangements and the like) the whole Demised Premises or any part of thereof to be used or occupied by others, without the Premises without, in each instance, having first received the express prior written consent of LessorLandlord in each instance not to be unreasonably withheld, which Lessor may withhold conditioned or delayed. Tenant shall reimburse Landlord as additional rent for any reasonable out of pocket expenses of Landlord associated with such review. If this Lease be assigned, or if the Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, but shall not be obligated to, after default by Tenant, collect rents from the assignee, undertenant or occupant, and apply the net amount collected to the rents herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant under this Lease, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Provided however, in the event of an assignment of the Lease to an entity having a net worth of $100 million or more as reasonably demonstrated to Landlord via a financial statement prepared pursuant to GAAP principles and certified by an accountant, and cash on hand equal to at least double the amount of Fixed Rent remaining for the Term and Renewal Term (if applicable) Tenant shall be deemed released from all liabilities and obligations under this Lease. The consent by Landlord to an assignment or underletting shall not be construed to relieve Tenant, or its sole discretion except as expressly provided assignee or subtenant, from obtaining the express consent in this Paragraph 12. 1. Lessor’s consent writing of Landlord to any proposed further assignment or underletting if and to the extent required under this Lease. In no event shall any permitted subtenant assign or encumber its sublease or further sublet all or any portion of this Lease its sublet space, or subletting of all but not less than all of otherwise suffer or permit the Premisessublet space or any part thereof to be used or occupied by others, shall without Landlord’s prior written consent in each instance (which consent may not be unreasonably withheld, conditioned or delayed). In the event of any sublet, provided that (i) Tenant shall remain fully liable under this Lease. 7.02 If Tenant shall, at any such assignee time or sublessee (times during the Term of this Lease, desire to assign this Lease or an affiliated entity sublet all or parent company thereof) demonstrates the financial capacity to carry out substantially all of the obligations Demised Premises, Tenant shall give notice thereof to Landlord. Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord may, at its option terminate this Lease by notice to Tenant at any time within thirty (30) days after such notice has been by Tenant to Landlord. If Landlord fails to exercise its termination option under this Section within such (30) day period, then Landlord shall be deemed to have waived its right to exercise such option. 7.03 If Landlord exercises its option to terminate this Lease in accordance with Section 7.02, then this Lease shall end and expire on the date that such assignment or the subleasesublet was to be effective or commence, as the case may be, (ii) and the assignee or sublessee has a business reputation that will not detract from the image of the Building fixed Rent and (iii) in the case of an assignmentAdditional Rent due hereunder shall be paid and apportioned to such date, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or security deposit and any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent unapplied Prepaid Rent shall be invalid, void paid to Tenant and of Tenant shall have no force further liabilities or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 (a) Sublessee may not assign this Agreement, ------------------------- or allow it to be assigned, in whole or in part, by operation of law or otherwise or mortgage or pledge the same, or sublet the Subleased Premises, or any part thereof (any of the foregoing transactions is herein referred to as a "Transfer"), without the prior written consent of Sublessor, which consent may be withheld by Sublessor in its sole and absolute discretion without regard to standards of reasonableness. Notwithstanding the foregoing, but subject to the terms of the Prime Lease, Sublessee may effect a Transfer, without the consent of Sublessor, to an Affiliate of Sublessee or Sublessor, provided that if at any time after such permitted Transfer the transferee is no longer an Affiliate of either Sublessor or Sublessee, the event terminating such affiliation shall be deemed a Transfer subject to Sublessor's consent pursuant to the preceding sentence. (b) In the event of any Transfer, whether or not Sublessor grants its consent to such Transfer or has the right to withhold its consent to such Transfer, Sublessee shall remain fully liable to perform its duties under this Agreement following a Transfer. If Sublessee enters into a Transfer, Sublessee shall pay Sublessor any and all consideration received by Sublessee in such transaction (as rent or inducement for such Transfer) in excess of the total sums that Sublessee is obligated to pay Sublessor under this Agreement, or the prorated portion thereof if only a portion of the Subleased Premises is Transferred, as additional rent under this Agreement without affecting or reducing any other obligations of Sublessee hereunder. Sublessee acknowledges that the foregoing is intended to preclude Sublessee from obtaining a profit from a Transfer. (c) Any proposed Transfer shall also be subject to the restrictions and requirements set forth in the Prime Lease. Any purported Transfer consummated in violation of the provisions of this Lease, Lessee covenants Section 11 shall be null and agrees that it will not void and of no force or effect. (d) In the event Sublessor intends to assign this a Prime Lease or further sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part Leased Premises exclusive of the Subleased Premises withoutto a person or entity that is not an Affiliate of Sublessor, in each instanceSublessor shall give Sublessee written notice of such proposed assignment or sublease at least 60 days prior to the effective date of such assignment or sublease, having first received and Sublessee shall have the express right to terminate this Agreement with respect to such Prime Lease by giving written consent of Lessornotice thereof to Sublessor prior to such effective date. Sublessee's termination notice shall specify the termination's effective date, which Lessor may withhold in its sole discretion except as expressly provided in shall be no later than 60 days after the effective date of the Sublessor's assignment or sublease. If Sublessee does not elect to terminate this Paragraph 12. 1. Lessor’s consent Agreement with respect to any proposed assignment of this such Prime Lease or subletting such assignment or sublease is to an Affiliate of all but not less than all Sublessor, the following shall be conditions precedent to the effectiveness of the Premises, shall not be unreasonably withheld, conditioned such assignment or delayed, provided that sublease: (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, Sublessor shall cause the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to assume and be bound by the terms of this Agreement, but only to the extent such terms apply to such Prime Lease, and, notwithstanding such assignment, Sublessor shall not be released from and shall remain fully perform liable under the obligations terms of Lessee under this Lease then remaining Agreement with respect to be performed or such Prime Lease; and (ii) in the case of a sublease, Sublessor shall cause the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment sublessee to fully perform those obligations acknowledge the rights of Lessee Sublessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or Agreement with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted Subleased Premises and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased Leased Premises and agree that its possession is subject to [***]% such rights of the scheduled adjusted rentSublessee. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding 15.1 The Lessee's interest in this lease may be assigned by ▇▇▇▇▇▇ with the prior written consent of Port, to an assignee such as a bank for security for money loaned or advanced to Lessee for construction on the premises or other business purposes of Lessee. Port's consent thereto shall not be unreasonably withheld or delayed. Port shall execute such instruments in recordable form as ▇▇▇▇▇▇'s lenders may reasonably require, provided said instruments do not materially adversely affect any of Port's rights or materially increase any of Landlord's obligations under this Lease. 15.2 This lease may be assigned by ▇▇▇▇▇▇ in whole only to an assignee other than for security purposes whose use of the premises has prior to such assignment been approved in writing by Port. In such latter case, such assignment may only be made to an assignee for a use of the premises for such business purpose as is consistent with the zoning restrictions for the premises. Finally, in such latter case, the assignee must be shown to Port to be of such financial standing and responsibility at the time of such assignment as to give reasonable assurance to Port of prompt payment of all rents and other amounts to be paid under this lease, and of full compliance with all other terms, covenants, conditions and provisions of the lease. No such assignment may be made or be of any force or effect if at the time of such assignment Lessee is in default in any of the terms, covenants, conditions and provisions of the lease, including default in the payment of rent: provided, however, the assignee may cure the default(s) prior to taking possession of the premises. No such assignment for any purpose shall be of any force or effect unless Port first shall in writing have consented to said assignment and has received a true copy of the proposed assignment. The Port may not refuse to consent to such assignment for any purpose herein above set forth. Such assignment shall include the then-unexpired balance of the term of this lease. 15.3 Lessee may sublet the whole or any portion of any buildings on the premises, but not the real property (other than that part of the real property which is beneath the buildings), to a subtenant or subtenants; provided: (1) that the use to be made of the buildings is consistent with the terms of the Lease and applicable zoning restrictions and federal grant assurances for the premises and federal grant assurances, (2) Port has in writing been given notice of the sublease and contact information for the proposed subtenant (3) Any proposed sublease includes a section stating that the sublease is bound to the conditions of the master lease, (4) the subtenant shall meet the insurance requirements of the primary lease, which shall be evidenced by the Lessee providing proof of insurance for all subtenants to Port and shall comply with all hold harmless and indemnification provisions of this Lease, Lessee covenants lease; and agrees that it will (5) any other conditions as may be required by the most current Airport Sublease Policy. Port may not assign this Lease or sublet (which term, without limitation, shall include refuse to consent to such a sublease where the granting of concessions, management arrangements and sublease meets the like) the whole above requirements. 15.4 If all or any part of the Premises withoutleased premises be sublet or occupied by anybody other than Lessee, in each instancePort may, having first received after default by ▇▇▇▇▇▇, and subject to any prior rights of ▇▇▇▇▇▇'s lenders, collect rent and leasehold tax from any and all subtenants or occupants, and apply the express written consent net amount collected to the rent reserved herein, but no such collection shall be deemed a waiver of Lessorany agreement, which Lessor may withhold in its sole discretion except term, covenant or condition hereof nor the acceptance by Port of any subtenant or occupant as expressly provided in this Paragraph 12tenant. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case 15.5 The Port may be, (ii) the assignee or sublessee has charge a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable $500.00 administrative fee for the obligations work it must perform to complete all tasks associated with an Assignment of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to This fee must be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is prior to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”formal board approval. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Lessee covenants and agrees that it will not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part of the Premises without, in each instance, having first received the express written consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, Tenant shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to lawPremises, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all nor assign this Lease or any substantial part interest therein (nor may this Lease be assigned by operation of law) to any person whomsoever, without the proposed assignee’s prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion for any reason, and any attempted or sublessee’s property by purported assignment or subletting without Landlord's prior written consent shall constitute a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment breach of this Lease and shall at Landlord's election be governed by void. If Tenant is a corporation or is an unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate in excess of fifty percent (50%) shall be deemed an assignment within the meaning and provisions of this Paragraph 12Article. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed Notwithstanding the foregoing provisions of this Article 15, it shall not constitute an assignment or subletting, if Lessee notifies Lessor in writing subletting for purposes of Lessee’s intent this Article 15 for Tenant to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice Premises without Landlord's consent to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign any corporation or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an business entity which controls, is controlled by by, or is under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganizationTenant, or government actionto any corporation or other business entity resulting from a merger or consolidation with Tenant, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, which acquires all of the assets of Tenant's business as a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entitygoing concern, provided thatthat the assignee or sublessee assumes in full the obligations of Tenant under the Lease, in all instancesthat Tenant remains fully liable under the Lease, the combined net worth no use of the Lessee shall continue Premises is made which is not allowed for by the permitted purposes, and Tenant provided prompt written notice to have a net worth following consummation Landlord of such transaction that is at least equal assignment or sublease and the circumstances thereof. Any consent given by Landlord to Tenant to sublet the net worth of Lessee as of the date of the assignment. In the avoidance of doubtPremises, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premisesthereof, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under assign this Lease shall not be construed as a consent to any other assignment or release the Guarantor subletting, or waiver of its obligations under its guarantyLandlord's right to object to or declare void any assignment or sublease to which landlord's consent in writing has not been obtained. Any assignment or subletting pursuant of Tenant's interest permitted or consented to by Landlord shall not in any way release Tenant from any liability or obligation assumed under the terms of this paragraph shall be Lease. Any sums or other economic consideration received by Tenant as a “Permitted Transfer”. (a) An result of such assignment or subletting without consentsubletting, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without however denominated under the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breachsublease, Lessor may either: which exceed, in the aggregate, (i) terminate the total sums which Tenant is obligated to pay Landlord under this LeaseLease (prorated to reflect obligations allocable to any portion of the Premises subleased), or plus (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment real estate brokerage commissions or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor fees payable in connection with such assignment or subletting, shall be paid to Landlord as additional rent under this Lease without affecting or reducing any other obligations of Tenant hereunder. The sums payable hereunder shall be paid to Landlord as and when payable by the installation of a vending machine assignee or payphone shall not constitute a sublettingsubtenant to Tenant.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease11.01. Except in connection with a Permitted Transfer (defined in Section 11.04), Lessee covenants BCU Transfer (defined in Section 11.06), Research Partner Transfer (defined in Section 11.08) and agrees that it will Baxalta Transfer (defined in Section 11.07), Tenant shall not assign (by operation of Law or otherwise), transfer or encumber any interest in this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole sublease or allow any part third party to use any portion of the Premises without(collectively or individually, in each instance, having first received a “Transfer”) without the express prior written consent of LessorLandlord, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed. Without limitation, provided it is agreed that (i) any such assignee Landlord’s consent shall not be considered unreasonably withheld if Tenant is in Default under this Lease or sublessee (or an affiliated entity or parent company thereof) demonstrates if, in Landlord’s reasonable judgment, the proposed transferee does not have sufficient financial capacity means to carry out perform all of the its obligations under this Lease or the sublease, as applicable, or its business is not suitable for a first class building like the case may be, (ii) Building or if Landlord has had prior unsatisfactory dealings with the assignee proposed transferee or sublessee has the proposed transferee is a business reputation that will not detract from governmental entity or entity entitled to sovereign immunity or if the image proposed Transfer is a sublease for less than 1 “wing” of 1 floor of the Building (which is approximately 21,000 Rentable Square Feet) or if Landlord has any other commercially reasonable basis for withholding consent. If the entity(ies) which directly or indirectly controls the voting shares/rights of Tenant (other than through the ownership of voting securities listed on a recognized securities exchange) changes at any time, whether in a single transaction or a series of transactions, such change of ownership or control shall constitute a Transfer. Notwithstanding the foregoing, Tenant may sublease (but not assign) not more than an aggregate of 20% of the Rentable Square Feet in the Premises during the Term without Landlord’s prior consent provided Tenant shall notify Landlord of such transfer at least 20 days in advance of the effective date of such sublease and furnish Landlord, together with such notice, a copy of the document evidencing such sublease; in no event shall any such sublease release or relieve Tenant from any of its obligations under this Lease. Any Transfer in violation of this Section shall, at Landlord’s option be deemed a Default by Tenant as described in Article 18, and shall be voidable by Landlord. Except under the conditions set forth in Section 11.07, in no event shall any Transfer, including a Permitted Transfer, Research Partner Transfer or BCU Transfer, release or relieve Tenant from any obligation under this Lease or Guarantor from any obligation under the Guaranty, and Tenant shall remain primarily liable for the performance of the tenant’s obligations under this Lease, as amended from time to time. 11.02. Except in connection with a Permitted Transfer, BCU Transfer, Research Partner Transfer and Baxalta Transfer, Tenant shall provide Landlord with financial statements for the proposed transferee (iiior, in the case of a change of ownership or control, for the proposed new controlling entity(ies)), a fully executed copy of the proposed assignment, sublease or other Transfer documentation and such other information as Landlord may reasonably request. Within 15 Business Days after receipt of the required information and documentation, Landlord shall either: (a) consent to the Transfer by execution of a consent agreement in a form reasonably designated by Landlord; (b) reasonably refuse to consent to the Transfer in writing and provide specific reasons for such refusal; or (c) in the event of an assignment of this Lease (other than in connection with a Permitted Transfer or Baxalta Transfer) or subletting of all or substantially all of the Rentable Square Footage of the Premises, recapture the portion of the Premises that Tenant is proposing to Transfer. If Landlord fails to respond to any request for consent within the 15-Business Day period set forth above, Tenant shall have the right to provide Landlord with a second request for consent. Tenant’s second request for consent must contain the necessary Transfer information and documentation and specifically include the following statement, in capital lettering as follows: “LANDLORD’S FAILURE TO RESPOND WITHIN A PERIOD OF 5 BUSINESS DAYS FOLLOWING THE DATE OF LANDLORD’S RECEIPT OF THIS SECOND REQUEST SHALL BE DEEMED TO BE AN APPROVAL BY LANDLORD TO THE TRANSFER DESCRIBED HEREIN.” If Landlord’s failure to respond continues for 5 Business Days after its receipt of the second request for consent, the Transfer for which Tenant has requested consent shall be deemed to have been approved by Landlord. If Landlord exercises its right to recapture, this Lease shall automatically be amended (or terminated if the entire Premises is being assigned or sublet) to delete the applicable portion of the Premises effective on the proposed effective date of the Transfer, although Landlord may require Tenant to execute a reasonable amendment or other document reflecting such reduction or termination. Tenant shall pay Landlord a review fee of $1,500.00 for Landlord’s review of any Permitted Transfer (but not a BCU Transfer, Research Partner Transfer or Baxalta Transfer) or requested Transfer, provided if Landlord’s actual reasonable out-of-pocket costs and expenses (including reasonable attorney’s fees) exceed $1,500.00, Tenant shall reimburse Landlord for its actual reasonable out-of-pocket costs and expenses in lieu of a fixed review fee. 11.03. Except in connection with a Permitted Transfer, a BCU Transfer, Research Partner Transfer and the Baxalta Transfer, Tenant shall pay Landlord 50% of all rent and other consideration which Tenant receives as a result of a Transfer (“Transfer Consideration”) in the case of an assignmentassignment and all Transfer Consideration that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor. Tenant shall pay Landlord for Landlord’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting share of the whole or any part excess within 30 days after Tenant’s receipt of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effectexcess. In any case where Lessor shall consent determining the excess due Landlord, Tenant may deduct from the excess (prior to such sublettingsplitting the same with Landlord), on a straight-line basis, all reasonable and customary expenses directly incurred by Tenant attributable to the Lessee named herein shall remain fully liable for the obligations of Lessee hereunderTransfer, including, without limitation, the obligation marketing expenses, tenant improvement funds expended by Tenant, alterations, architectural/engineering costs, brokerage commissions, attorneys’ fees actually paid by Tenant and reimbursements to pay the Rent and other amounts provided under this LeaseLandlord as outlined in Section 11.02 above. Any such request shall set forthIf Tenant is in Default, Landlord may require that all sublease payments be made directly to Landlord, in detail reasonably satisfactory to Lessor, which case Tenant shall receive a credit against Rent in the identification amount of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as LesseeTenant’s warranty in respect share of the terms on which the proposed transfer is to be madepayments received by Landlord. 11.04. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under Tenant may assign this Lease and to a successor to Tenant by merger, consolidation or the covenant against further assignment and subletting except in compliance with the terms purchase of this Lease; any such subletting shall not relieve the Lessee named herein substantially all of any of the obligations of Lessee hereunderTenant’s assets (“Permitted Successor Event”), and Lessee shall remain fully liable therefor. In no event, however, shall Lessee or assign this Lease or sublet the whole all or any part a portion of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee Affiliate (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have without the optionconsent of Landlord, exercisable by provided that all of the following conditions are satisfied (each a “Permitted Transfer”): (a) Tenant must not be in Default; (b) Tenant must give Landlord written notice at least 10 Business Days before such Permitted Transfer; (c) the Permitted Transfer is not a subterfuge by Tenant to Lessee given within thirty avoid its obligations under this Lease to get consent to a Transfer; (30d) days after Lessorif the Permitted Transfer is a Permitted Successor Event, Tenant’s receipt successor (or an approved guarantor of such notice Tenant’s successor pursuant to a form of intent guaranty substantially similar to assign or sublease, the Guaranty attached to terminate this Lease as Exhibit I) shall own all or substantially all of the date specified in Lesseeassets of Tenant and Tenant’s requestsuccessor (or such approved guarantor) shall have a tangible net worth at least equal to $1,000,000,000.00; and (e) if the Permitted Transfer is a Permitted Successor Event, Tenant’s successor (or such approved guarantor) shall be a company whose voting securities are listed on a recognized securities exchange. Notwithstanding any contrary provisions hereinTenant’s notice to Landlord shall include information and documentation evidencing the Permitted Transfer and showing that each of the above conditions has been satisfied, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an extent applicable. “Affiliate of LesseeAffiliate” shall mean (x) an entity which controlscontrolled by, is controlled by controlling or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser Tenant and the term “control” shall mean ownership of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting shares/rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”applicable entity. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of A. Lessee shall not have the right to assign, sublet, transfer or encumber this Lease, Lessee covenants and agrees that it will not assign this Lease or sublet (which termany interest therein, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part of the Premises without, in each instance, having first received the express prior written consent of Lessor, Lessor which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned withheld or delayed, provided that (i) any such assignee Lessee has notified Lessor in writing prior to Lessee's offer, or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all marketing, of the obligations under this Lease or the sublease, as the case may be, Premises to third parties; (ii) the assignee or sublessee Lessee has a business reputation that will not detract from the image notified Lessor in writing no later than fourteen (14) days in advance of the Building proposed subleasing or assignment, and furnished such financial statements and other information about the proposed sublessee or assignee as Lessor may reasonably request; (iii) in the case of an assignment, the proposed assignee has a sublessee's or assignee's tangible net worth reasonably sufficient in Lessor’s reasonable judgment (excluding good will and all other intangible items) equals or exceeds the Lessee's tangible net worth; and (iv) the proposed sublessee or assignee confirms its willingness to fully perform assume the obligations of Lessee under this Lease then remaining by written agreement in form and substance satisfactory to Lessor. It is specifically provided that if Lessor's mortgagee declines to approve any requested assignment, sublet, transfer or encumbrance of this Lease or any interest therein, for any reason or for no reason, such action shall cause Lessor's declination of the requested action to be performed deemed reasonable. Any attempted assignment, subletting, transfer or encumbrance by Lessee in violation of the terms and covenants of this Paragraph shall be void. Notwithstanding the foregoing, Lessee shall have the right to assign this Lease to any affiliate (as such term is defined in the case Securities Act of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof1933) has a financial net worth reasonably sufficient provided that such assignment is in Lessor’s reasonable judgment form satisfactory to fully perform those Lessor and that such affiliate agrees to and performs all obligations of Lessee under this Lease Lease. If Lessor fails to be performed by the subtenant under the proposed sublease. Any assignment of respond to Lessee's request to assign, sublet, transfer or encumber this Lease or subletting any interest therein which request conforms with the provisions of this Paragraph 14A within fourteen (14) days after Lessor's receipt of such request, Lessee's request will be deemed to have been approved by Lessor. Any mergers, consolidations, reorganizations, sales of stock or assets by or of the whole Lessee shall not be deemed to be an assignment for the purposes of this Paragraph 14. Any assignee, sublessee or transferee of Lessee's interest in this Lease (all such assignees, sublessees and transferees being hereinafter referred to as "TRANSFEREES"), by assuming Lessee's obligations hereunder, shall assume liability to Lessor for all amounts paid to persons other than Lessor by such Transferees in contravention of this Paragraph. No assignment, subletting, or other transfer, whether consented to by Lessor or not or permitted hereunder shall relieve Lessee of its liability hereunder. If an Event of Default occurs while the Premises or any part thereof are assigned or sublet, then Lessor, in addition to any other remedies herein provided, or provided by law, may collect directly from such Transferee all rents payable to the Lessee and apply such rent against any sums due Lessor hereunder. No such collection shall be construed to constitute a novation or a release of Lessee from the further performance of Lessee's obligations hereunder. B. If this Lease is assigned to any person or entity pursuant to the provision of the Premises Bankruptcy Code, 11 U.S.C. 101 et. seq., (the "BANKRUPTCY CODE"), any and all monies or other than as permitted consideration payable or otherwise to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent be delivered in connection with such assignment shall be invalid, void and of no force paid or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory delivered to Lessor, shall be and remain the identification exclusive property of Lessor and shall not constitute property of Lessee or of the proposed assignee estate of Lessee within the meaning of the Bankruptcy Code. Any and all monies or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration constituting Lessor's property under the preceding sentence not paid or delivered to be paid in respect thereto and such request Lessor shall be treated as Lessee’s warranty held in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property trust for the benefit of creditors, Lessor and be promptly paid or with respect delivered to Lessor. C. Any person or entity to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed this Lease is assigned pursuant to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant deemed, without further act or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or subleasedeed, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by have assumed all of the obligations arising under this Lease on and after the date of the such assignment. Any such assignee shall upon demand execute and deliver to Lessor an instrument confirming such assumption. D. Upon occurrence of an assignment or sublease, whether consented or approved by Lessor or mandated by judicial intervention, Lessee hereby assigns, transfers, and conveys all rents or other sums received by Lessee under any such assignment or sublease which are in excess of rents and other sums payable by Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer Lease and agrees to pay such interests amounts to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. Lessor within ten (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (3010) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rentafter receipt. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions 14.01 Lessee shall not voluntarily or by operation of this Leaselaw assign, Lessee covenants and agrees that it will not assign this Lease transfer, mortgage, sublet, pledge, hypothecate or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole encumber all or any part of Lessee's interest in this Lease or in the Demised Premises withoutor any part thereof, in each instance, having first received the express without Lessor's prior written consent and any attempt to do so without such consent being first had and obtained shall be wholly void and shall constitute a breach of Lessorthis Lease. If Lessee is a corporation, which Lessor may withhold or partnership any transfer of a controlling ownership interest in its sole discretion except as expressly provided in this Paragraph 12the stock of Lessee shall constitute an assignment hereunder. 1. 14.02 If Lessee complies with the following conditions, Lessor shall not unreasonably withhold Lessor’s 's consent to any proposed the assignment of this Lease or the subletting of all but not less than all the Demised Premises or any portion thereof. Lessee shall submit in writing to Lessor: (a) The name and legal composition of the Premises, shall not be unreasonably withheld, conditioned proposed Assignee or delayed, provided that SubLessee; (ib) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all The terms and provisions of the obligations under this Lease proposed Assignment or the sublease, Sublease; and (c) Such financial information as the case Lessor may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, reasonably request concerning the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment Assignee or SubLessee. a. No consent by Lessor to fully perform the obligations any assignment or subletting by Lessee shall relieve Lessee of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease any obligation to be performed by Lessee under this Lease, whether occurring before or after such consent, assignment or subletting. The consent by Lessor to any assignment or subletting shall not relieve Lessee from the subtenant under the proposed subleaseobligation to obtain Lessor's express written consent to any other assignment or subletting. Any assignment The acceptance of rent by Lessor from any other person shall not be deemed to be a waiver by Lessor of any provisions of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment assignment, subletting or sublettingother transfer. Consent to one assignment, if subletting or other transfer shall not be deemed to constitute consent to any subsequent assignment, subletting or other transfer. 14.03 If lessee assigns or subleases the Demised Premises or any portion thereof, the following shall apply: (a) Lessee notifies shall pay to Lessor in writing as additional rent under the Lease the "Landlord's Share" of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer "Profit" (as defined below)) on such transaction, Lessor which shall have be 50% of the optionProfit as and when received by the Lessee, exercisable by unless lessor gives written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign and assignee or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, sublessee that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph Landlord's share shall be a “Permitted Transfer”paid by assignee or sublessee to Lessor directly. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions Paragraph 12, Assignment and Subletting, of this Lease, the printed Lease form is amended as follows: (a) Lessee covenants and agrees that it will not assign this Lease or sublet shall have the right to sublease less than fifty percent (which term, without limitation, shall include the granting of concessions, management arrangements and the like50%) the whole or any part of the Premises without, in each instance, without Lessor having first received the express written consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent right to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any recapture said portion of the Premises, again with or without provided that (1) upon the Lessor’s consent, shall act to relieve expiration of the Lessee sublease term there are at least eighteen (18) months remaining on the term of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii2) upon thirty concurrently with Lessee's request to Lessor that Lessor approve the sublease Lessee shall deliver to Lessor a certificate under penalty of perjury stating that at the time of entering into the sublease Lessee intends to occupy one hundred percent (30100%) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. FurtherPremises upon the expiration of the sublease term, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled (3) during the remainder entire term of the Lease term sublease Lessee shall be increased to [***]% occupy the balance of the scheduled adjusted rentPremises which is not subject to said sublease. Vacation or abandonment of the Premises by Lessee, or the surrender or termination of this Lease shall automatically terminate the sublease. (b) Lessee’s remedy Lessee may sublet the entire Premises to a single sublessee for any breach the entire balance of the term of this Lease, subject to the conditions set forth in Paragraph 12.1 by Lessor shall be 12 of the printed Lease and subject to the conditions set forth in subparagraph (c) below, including, but not limited to, Lessor's right to compensatory damages and/or injunctive reliefrecapture the Premises in lieu of consenting to such sublease. (c) Any sublease entered into by Lessee pursuant to Paragraphs 55(a) or 55(b) above shall be subject to Lessor's prior written approval and shall be subject to the conditions specified in Paragraph 12 of this Lease, amended and supplemented as follows: (1) any sublease base rent in excess of the amount Lessee is paying to Lessor shall be shared 50-50 by Lessor and Lessee, without any deductions from such excess whatsoever; (2) any such sublease shall provide that sub-subletting by the sublessee is expressly prohibited; (3) in lieu of approving or disapproving a sublease referred to in Paragraph 55(b), Lessor may reasonably withhold consent terminate this Lease and recapture the Premises without any liability to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.Lessee; and

Assignment and Subletting. 12.1 Notwithstanding any other As between Sublessor and Sublessee the provisions of Section 13 of Exhibit B hereto shall be applicable to any sub-subletting, assignment, encumbrance or other transfer or attempted transfer of this Lease, Lessee covenants and agrees that it will not assign this Lease Sublease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole Sublet Space or any part portion thereof or interest therein, or any occupancy of any portion thereof by any persons other than Sublessee and its employees. Notwithstanding the Premises withoutforegoing, if Sublessor consents to a Sub-sublease or assignment proposed by Sublessee, to the extent there is any Bonus Rents (Rent paid by such assignee or sub-subtenant in each instanceexcess of Rent paid by Sublessee hereunder), having the Bonus Rent shall first received be split per the express Master Lease and any Bonus Rent to go to Sublessee shall be split 50/50 with Sublessor to be paid to Sublessor within five (5) days of receipt by Sublessee, minus Sublessee’s Permitted Transfer Costs. Sublessee shall not sell, assign, encumber, pledge, Sub-sublease or otherwise transfer by operation of law or otherwise the Sublet Space or this Sublease or any portions thereof or interest therein, except in accordance with the provisions of such Section 13, this Section 8 and with Sublessor’s prior written consent of Lessorconsent, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld. Any attempted sale, conditioned assignment, encumbrance, pledge, sublease or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all other transfer in violation of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment terms of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent Sublease shall be invalid, void and shall be of no force or effect. In any case where Lessor shall consent to such subletting, and at the Lessee named herein shall remain fully liable for the obligations discretion of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request Sublessor shall be treated as Lessee’s warranty a material event of default hereunder. Notwithstanding anything to the contrary in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessorthis Sublease, in form satisfactory to LessorSublessee may, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms prior written consent of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunderLandlord but without Sublessor’s prior written consent, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole Sublet Space or any part of assign the Premises to Sublease to: (i) a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to lawsubsidiary, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiarydivision or corporation controlling, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, Sublessee; (yii) a successor corporation related to Lessee Sublessee by merger, consolidation, non-bankruptcy nonbankruptcy reorganization, or government action, ; or (ziii) a purchaser of substantially all of LesseeSublessee’s assets at the Premises or stock; provided, however, that located in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this LeaseSublet Space. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that The above is at least equal to the net worth of Lessee referenced hereafter as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment . For the purpose of this Sublease, sale of Sublessee’s capital stock through any public exchange or subletting without consentissuances for purposes of raising financing shall not be deemed an assignment, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d)subletting, or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% other transfer of the Base Rent then in effect. Further, in Sublease or the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rentSublet Space. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of (a) Except as otherwise provided in this P▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ shall not assign this Lease, Lessee covenants or any interest, voluntarily or involuntarily, and agrees that it will shall not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole Premises or any part thereof, or any right or privilege appurtenant thereto, without the prior written consent of the Premises without, Lessor in each instance, having first which consent shall not be unreasonably withheld subject to the terms and conditions set forth below. (b) Prior to any assignment or sublease which Lessee desires to make and which is subject to Lessor's consent pursuant to (a) above, Lessee shall provide to Lessor the name and address of the proposed assignee or sublessee, and true and complete copies of all documents relating to Lessee’s prospective agreement to assign or sublease, a copy of a current financial statement for such proposed assignee or sublessee, and Lessee shall specify in writing all consideration to be received by Lessee for such assignment or sublease in the express written form of lump sum payments, installments of rent, or otherwise. For purposes of this Paragraph 16, the term “consideration” shall include all money or other consideration to be received by Lessee for such assignment or sublease. Within ten (10) days after the receipt of such documentation and other information, Lessor shall (1) notify Lessee in writing that Lessor elects to consent of Lessorto the proposed assignment or sublease subject to the terms and conditions hereinafter set forth; or (2) notify Lessee in writing that Lessor refuses such consent, which specifying reasonable grounds for such refusal. (c) In deciding whether to consent to any proposed assignment or sublease, Lessor may withhold take into account whether or not reasonable conditions have been satisfied, including, but not limited to, the following: (1) In Lessor’s reasonable judgment, the proposed assignee or sublessee is engaged in such a business, that the Premises, or the relevant part thereof, will be used in such a manner that complies with Paragraph 7 hereof entitled “Use”. If the proposed assignee or sublessee intends to be engaged in other than office use in the Premises, then Lessor shall determine in Lessor’s reasonable judgment whether or not the proposed use is compatible with the other uses then being made by the other tenants in the Building. If Lessor determines that such proposed use is compatible with those uses then being made by other tenants of the Building Lessor may require that Lessee or the proposed assignee or sublessee submit to Lessor documentary evidence reasonably satisfactory to Lessor that such proposed use constitutes a permitted use of the Premises pursuant to the ordinances and regulations of the City of San J▇▇▇; (2) The proposed assignee or sublessee is not an existing tenant of the Building; (3) The proposed assignee or sublessee is a reputable entity or individual (i) with sufficient financial net worth to reasonably indicate that it will be able to meet its sole discretion obligations under this Lease or the sublease in a timely manner; or (ii) there shall be a reasonable amount of prepaid rent or a reasonable market security deposit payable to Lessee as sublessor to secure the performance of a sublease, or payable to Lessor to secure the performance by an assignee of this Lease; (4) The proposed assignment or sublease is approved by Lessor’s mortgage lender if such lender has the right to approve or disapprove proposed assignments or subleases; and (5) Lessor’s consent to the assignment or sublease shall be in a separate instrument containing the relevant provisions of this Paragraph 16 and otherwise in form reasonably acceptable to Lessor and its counsel. (d) Lessee shall reimburse Lessor for Lessor’s legal fees incurred in connection with the proposed assignment or subletting transaction up to $1,000.00. Except for the foregoing, and except with respect to excess rent as expressly hereinafter provided in this Paragraph 12. 1. subparagraph (d), Lessor shall not impose any charge on Lessee as a condition to obtaining Lessor’s consent to any proposed assignment or sublease by Lessee. Lessor shall have no right to recapture the Premises as a result of any request for approval by Lessor of a proposed assignment or sublease. As a condition to Lessor’s granting its consent to any assignment or sublease other than to an Affiliate (as defined in Paragraph 16(g)), Lessor may also require that Lessee pay to Lessor, fifty percent (50%) of the amount of any excess of the consideration to be received by Lessee in connection with said assignment or sublease over and above the rental amounts payable by Lessee to Lessor under this Lease (“excess rent”). There shall be deducted from such excess rent only (1) a reasonable real estate leasing commission payable by Lessee in connection with such assignment or subletting of all but not less than all of sublease; (2) Lessee’s reasonable legal fees and other reasonable marketing costs incurred by Lessee in the Premises, shall not be unreasonably withheld, conditioned transaction; and (3) reasonable tenant improvement costs incurred by Lessee in securing an assignee or delayedsublessee, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates improvements are approved in writing by Lessor prior to the financial capacity to carry out all performance of the obligations under tenant improvement work. All of such costs shall be subject to Lessor’s review and reasonable approval before such costs are deducted from excess rent. Such costs shall be deducted from excess rent received by Lessee in equal monthly installments over the term of this Lease or the sublease. Lessee and the proposed assignee or sublessee shall demonstrate to Lessor’s reasonable satisfaction that each of the conditions referred to in subparagraph (c) above is satisfied. (e) Each assignment or sublease agreement to which Lessor has consented shall be an instrument in writing which complies with the provisions of this Paragraph 16 and shall be in a form reasonably satisfactory to Lessor and its counsel and shall be executed by both Lessee and the assignee or sublessee, as the case may be. Each such assignment or sublease agreement shall recite that it is and shall be subject and subordinate to the provisions of this Lease, (ii) that the assignee or sublessee has a business reputation accepts such assignment or sublease, that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment consent thereto shall not constitute a consent to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any any subsequent assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be madeand, includingexcept as otherwise set forth in a sublease approved by Lessor, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by perform all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunderhereunder (to the extent such obligations relate to the portion of the Premises assigned or subleased), and that the termination of this Lease shall, at Lessor's sole election, constitute a termination of every such assignment or sublease. (f) In the event Lessor shall consent to an assignment or sublease, except as otherwise provided herein, Lessee shall nonetheless remain fully primarily liable therefor. In no eventto Lessor for all obligations and liabilities of Lessee under this Lease, howeverincluding, shall but not limited to, the payment of rent. (g) Notwithstanding the foregoing, Lessee may, without Lessor’s prior written consent and without the payment to Lessor of any excess rent, sublet all or a portion of the Premises or assign this Lease or sublet the whole or to any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to lawcorporation, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or is under common control with Lessee, (y) or to a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganizationor other business entity resulting from a merger or consolidation with Lessee, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly which acquires substantially all of the assets of Lessee’s business as a going concern (“Affiliate”), provided that (1) Lessee gives Lessor prior written notice of the proposed assignment or indirectlysublease at least ten (10) business days prior to the effective date of any such assignment or sublease (or if confidentiality does not permit prior notice, at least ten (10) business days following the effective date of such assignment or sublease). Lessee’s foregoing rights to assign this Lease or to sublet the Premises to an Affiliate shall be subject to the following conditions: (1) Lessee shall not be in default hereunder past any applicable cure period; (2) in the event of a majority sublease to an Affiliate, if Lessee is a surviving entity Lessee shall remain primarily liable to Lessor hereunder; and (3) the transferee or successor entity shall expressly assume in writing Lessee’s obligations hereunder. (h) Subject to the provisions of either this Paragraph 16 any assignment or sublease without Lessor’s prior written consent shall at Lessor’s election be void. The consent by Lessor to any assignment or sublease shall not constitute a waiver of the outstanding voting provisions of this Paragraph 16, including the requirement of Lessor’s prior written consent, with respect to any subsequent assignment or sublease. If Lessee purports to assign this Lease or to sublease all or any portion of the Premises without Lessor’s prior written consent, Lessor may collect rent from the person or persons then or thereafter occupying the Premises and apply the net amount collected to the rent reserved herein, but no such collection shall be deemed a waiver of Lessor’s rights and remedies under this Paragraph 16, or the outstanding ownership interests acceptance by Lessor of Lesseeany such purported assignee, may assign sublessee, or otherwise transfer such interests to another person occupant, or entity, provided that, in all instances, a release of Lessee from the combined net worth further performance by Lessee of the covenants of Lessee contained herein. (i) Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth not hypothecate or encumber its interest under this Lease or any rights of Lessee as of the date of the assignment. In the avoidance of doubthereunder, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of enter into any license or concession agreement respecting all or any portion of the Premises, again without Lessor’s prior written consent which shall not be unreasonably withheld, subject to all of the provisions of this Paragraph 16. (j) Lessee hereby stipulates that the foregoing terms and conditions of this Paragraph 16 are reasonable and comply with California Civil Code Section 1951.4. (k) In the event of the sale or without exchange of the Complex by Lessor and the assignment of this Lease by Lessor, Lessor shall be released on the effective date of such transaction from the all of the covenants and obligations of Lessor contained in this Lease which arise after the effective date of the sale or exchange of the Complex and the assignment of this Lease. (l) In the event that Lessee proposes to assign to an assignee whose verifiable net worth as shown on Lessee’s financial statements (current income statement and balance sheet) audited by a CPA firm or, with four (4) consecutively profitable quarters immediately prior to such assignment or sublease, the conditions (1) through (3) in Paragraph 16(g) are satisfied, and Lessor consents to such assignment or sublease, Lessee shall be released from all liability occurring from and after the effective date of the assignment or sublease with respect to the portion of the Premises subject to such assignment or subletting, and such release shall be documented in Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Lessee covenants and agrees that it (a) Tenant will not assign this Lease in whole or part, nor sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole all or any part of the Premises withoutLeased Premises, in each instance, having first received without the express prior written consent approval of Lessorthe Landlord, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, approval shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as withheld and in the case may beof an assignment or sublease to a person or entity which is an Affiliate (as defined below) of Tenant or which results from a merger or consolidation with Tenant, (ii) or to any person or entity which acquires all or substantially all the assignee or sublessee has assets of Tenant as a going concern in the business reputation that will is being conducted on the Leased Premises, Landlord’s consent shall not detract from the image of the Building and (iii) in be required. In the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment shall be required to fully perform assume all the obligations of Lessee Tenant under this the Lease then remaining by written agreement in form and substance reasonably satisfactory to be performed or Landlord. Relevant criteria in the case determining reasonableness of approval when required, include, but are not limited to, credit history of a subleaseproposed assignee or sub lessee, negative references from prior landlords, concern over the environmental impact of the business on the Leased Premises of such proposed assignee or sub lessee, and any change or intensification of use of the Leased Premises. Tenant shall promptly after any such assignment or subletting provide notice of such to Landlord. For purposes hereof, “Affiliate” shall mean any person, entity, firm or corporation which shall be directly or indirectly controlled by, under the control of, or under common control with Tenant, and “control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, entity, firm or corporation, whether through the ownership of voting securities, by contract or otherwise. In the event Tenant or any Affiliate is a publicly traded corporation, the proposed subtenant (sale of stock shall not be deemed to constitute an assignment or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations transfer of Lessee under this Lease Lease. Irrespective of any such assignment, Tenant shall remain liable for the full and faithful performance of each and every covenant to be performed by the subtenant under the proposed sublease. Any assignment Tenant hereunder and Tenant shall reimburse Landlord, as additional rent, within thirty (30) days of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without LessorLandlord’s express consent shall be invalidrequest for reimbursement, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations reasonable costs and expenses of Lessee hereunderLandlord in reviewing, negotiating and approving any assignment, sublease or assumption, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as LesseeLandlord’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the provisions of this Paragraph 12. Without limiting Lessor’s discretion to grant or withhold its consent to any proposed assignment or subletting, if Lessee notifies Lessor in writing of Lessee’s intent to assign this Lease or sublet the entire Premises, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written notice to Lessee given within thirty (30) days after Lessor’s receipt of such notice of intent to assign or sublease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an entity which controls, is controlled by or under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganization, or government action, or (z) a purchaser of substantially all of Lessee’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act to relieve the Lessee of its obligations under this Lease or release the Guarantor of its obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”counsel fees. (a) An assignment or subletting without consent, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

Assignment and Subletting. 12.1 Notwithstanding any other provisions of this Lease, Lessee covenants and agrees that it will Tenant shall not have the right to assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, management arrangements and the like) the whole or any part of the Premises without, in each instance, having first received the express written consent of Lessor, which Lessor may withhold in its sole discretion except as expressly provided in this Paragraph 12. 1. Lessor’s consent to any proposed assignment of this Lease or subletting of all but not less than all of the Premises, shall not be unreasonably withheld, conditioned or delayed, provided that (i) any such assignee or sublessee (or an affiliated entity or parent company thereof) demonstrates the financial capacity to carry out all of the obligations under this Lease or the sublease, as the case may be, (ii) the assignee or sublessee has a business reputation that will not detract from the image of the Building and (iii) in the case of an assignment, the proposed assignee has a tangible net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform the obligations of Lessee under this Lease then remaining to be performed or in the case of a sublease, the proposed subtenant (or an affiliated entity or parent company thereof) has a financial net worth reasonably sufficient in Lessor’s reasonable judgment to fully perform those obligations of Lessee under this Lease to be performed by the subtenant under the proposed sublease. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to an Affiliate of Lessee as set forth below) by Lessee without Lessor’s express consent shall be invalid, void and of no force or effect. In any case where Lessor shall consent to such subletting, the Lessee named herein shall remain fully liable for the obligations of Lessee hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided under this Lease. Any such request shall set forth, in detail reasonably satisfactory to Lessor, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the Rent or any other consideration to be paid in respect thereto and such request shall be treated as Lessee’s warranty in respect of the terms on which the proposed transfer is to be made. It shall be a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Lessor, in form satisfactory to Lessor, to be bound by all the obligations of Lessee hereunder, including, without limitation, the obligation to pay Base Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting except in compliance with the terms of this Lease; any such subletting shall not relieve the Lessee named herein of any of the obligations of Lessee hereunder, and Lessee shall remain fully liable therefor. In no event, however, shall Lessee assign this Lease or sublet the whole or any part of the Premises without the prior written consent of the Landlord. Upon the occurrence of an “event of default” as hereinafter defined, if the Premises or any part thereof are then assigned or sublet, Landlord, in addition to a proposed any other remedies herein provided or provided by law, may at its option collect directly from such assignee or sublessee which has been judicially declared bankrupt subtenant all rents becoming due to Tenant under such assignment or insolvent according sublease and apply such rent against any sums due to lawLandlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or with respect to which an assignment has been made a release of property for Tenant from the benefit further performance of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or Tenant’s obligations hereunder. Notwithstanding any substantial part of the proposed assignee’s or sublessee’s property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. For the purposes of this Lease, the entering into of any management agreement or any agreement in the nature thereof transferring control or any substantial percentage of the profits and losses from the business operations of the Lessee in the Premises to a person or entity other than the Lessee (or an affiliate, subsidiary, or parent company of Lessee), or otherwise having substantially the same effect, shall be treated for all purposes as an assignment of this Lease and shall be governed by the above provisions of this Paragraph 12. Without limiting Lessor’s discretion 10 to grant or withhold its consent to any proposed assignment or sublettingthe contrary, if Lessee notifies Lessor in writing of Lessee’s intent to Tenant may assign this Lease or sublet the entire PremisesPremises or any portion thereof, except in the case of a Permitted Transfer (as defined below), Lessor shall have the option, exercisable by written upon notice to Lessee given within thirty (30) days after LessorLandlord but without Landlord’s receipt written consent, but subject to all other provisions of such notice of intent to assign or subleasethis Lease, to terminate this Lease as of the date specified in Lessee’s request. Notwithstanding any contrary provisions herein, Lessor’s consent shall not be required for an assignment corporation or subletting to an Affiliate of Lessee, and for the purposes hereof, an “Affiliate of Lessee” shall mean (x) an other entity which controls, is controlled by by, or is under common control with Lessee, (y) a successor corporation related to Lessee by merger, consolidation, non-bankruptcy reorganizationTenant, or government actionto any corporation or other entity resulting from a merger or consolidation of Tenant (collectively, or an “Affiliate”), provided that (zi) a purchaser of substantially the Affiliate assumes in writing all of LesseeTenant’s assets at the Premises or stock; provided, however, that in the case of any assignment to an Affiliate of Lessee, the Affiliate shall agree directly with Lessor to be bound by all of the obligations of the Lessee under this Lease. Further, any person or entity owning directly or indirectly, a majority of either the outstanding voting rights or the outstanding ownership interests of Lessee, may assign or otherwise transfer such interests to another person or entity, provided that, in all instances, the combined net worth of the Lessee shall continue to have a net worth following consummation of such transaction that is at least equal to the net worth of Lessee as of the date of the assignment. In the avoidance of doubt, it is agreed that no assignment of this Lease, whether with or without the Lessor’s consent, and no subletting of all or any portion of the Premises, again with or without the Lessor’s consent, shall act (ii) such transfer is not a subterfuge by Tenant to relieve the Lessee of avoid its obligations under this Lease or release the Guarantor restrictions on assignment and subletting under this Paragraph 10. Notwithstanding any assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of its the Rent herein specified and for compliance with all of Tenant’s other obligations under its guaranty. Any assignment or subletting pursuant to this paragraph shall be a “Permitted Transfer”. (a) An assignment or subletting without consentthe terms, other than a Permitted Transfer, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity provisions and covenants of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to [***]% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to [***]% of the scheduled adjusted rent. (b) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (c) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Breach or Default at the time consent is requested. (d) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.