Common use of Assignment and Subletting Clause in Contracts

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, Tenant shall not voluntarily, involuntarily, or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's interest therein, and shall not sublet nor permit the use by others of the Premises or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject 22.1 Lessee shall have the right to assign the Lease and all extension, expansion and other rights related thereto, in its entirety, or to sublease all or any portion of the leased premises, without the consent of Lessor to (a) any party resulting from a merger or consolidation with Lessee, (b) any entity succeeding to the terms business and assets of Section 20.4, Tenant shall not voluntarily, involuntarilyLessee, or by operation (c) a subsidiary, parent or affiliate of law assignLessee, transferprovided such Assignee shall have a financial worth equal to or greater than Lessee. Notwithstanding the foregoing, hypothecatehowever, or otherwise encumber this Lease or Tenant's interest thereinLessee shall have the right to assign to Continental Savings Bank without Lessor’s consent, and shall not sublet nor permit the use by others provided that Continental Savings Bank’s financial worth is then at least seventy-five percent (75%) of the Premises or any part thereof without first obtaining in each instance Landlord's written financial worth of Lessee. 22.2 All other assignments and subleases shall require Lessor’s consent. If Such consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its The criteria for consent for any of the following reasons, the withholding shall be deemed to be reasonablelimited to: (a) Conflict financial responsibility, i.e., the proposed transferee is sufficiently creditworthy to lease directly from the Lessor or the average similarly situated lessor at the time of the proposed use with other uses in assignment or sublease; provided, however, that if Lessor chooses not to release Lessee from liability under the Building or CenterLease, Lessee’s financial backing shall be factored into Lessor’s analysis of this criteria; (b) Financial inadequacy the identity and business of the proposed subtenant or assigneetransferee is suitable for the Building; (c) A the proposed use which would diminish the reputation of the Center or the other businesses located therein;is legal; and (d) A neither the proposed assignee/sublessee nor the proposed use which would have a detrimental impact on the common facilities or the will violate restrictions in any other tenants existing third party lease of space in the CenterBuilding. 20.3 Each 22.3 Any profit, net of subleasing or assignment costs (which costs shall include, but not be limited to, lease commissions, tenant improvement expenses, rent concessions or other concessions granted to the sublessee or assignee), to Lessee from any assignment or sublease requiring Lessor’s consent shall be shared 50% to Lessee and 50% to Lessor. 22.4 If Lessee wishes to assign this Lease or sublet the leased premises or any part thereof other than as outlined above in Section 22.1, Lessee shall first give written notice (“Lessee’s Notice”) to Lessor of its intention to do so, which notice shall contain the name of the proposed assignee or subtenant (collectively “transferee”), the nature of the proposed transferee’s business to be carried on in the leased premises and the terms and provisions of the proposed assignment or sublease. Lessee shall also provide Lessor with a copy of the proposed assignment or sublease when it is available and such financial and other information with respect to the proposed transferee and transfer that Lessor may reasonably require. 22.5 Whether or not Lessor consents to a proposed transfer, Lessee shall agree reimburse Lessor on demand for any and all costs that may be incurred by Lessor in connection with any proposed transfer including, without limitation, the cost of investigating the acceptability of the proposed transferee and attorneys’ fees incurred in connection with each proposed transfer. In no event shall such costs exceed Two Hundred Fifty Dollars ($250.00), increased by five percent (5%) per year of the lease term (cumulative and compounded). 22.6 If Lessor consents to any proposed assignment or sublease, (a) Lessee may enter into same, but only upon the specific terms and conditions set forth in Lessee’s Notice, (b) any sublease or assignment shall be subject to, and in full compliance with, all of the terms and provisions of this lease, (c) the consent by Lessor to any assignment or sublease shall not relieve Lessee of any obligation under this lease, and (d) each assignee shall assume and be deemed in a manner satisfactory to have assumed Landlord all obligations of Lessee under this Lease lease and shall be and remain liable jointly and severally liable with Tenant Lessee for the payment of all rents due here underrent, and for the due performance during the term of all of the covenants terms, covenants, conditions and conditions agreements herein set forth by Tenant contained on Lessee’s part to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject to Tenant may not, without the terms prior written consent of Section 20.4Landlord, Tenant shall not voluntarilywhich consent may be withheld by Landlord in its sole, involuntarilyunfettered discretion, or by operation of law assign, transfer, hypothecate, or otherwise encumber assign this Lease or Tenant's any interest thereinhereunder, and shall not or sublet nor permit the use by others of the Premises or any part thereof without first obtaining thereof, or permit the use of the individual, any transfer of a majority or controlling interest in each instance Tenant (Whether by stock transfer, merger, operation of law or otherwise) shall be considered an assignment for purposes of this paragraph and shall require Landlord's prior written consent. If consent is once given by Landlord Consent to any such assignment, transfer, hypothecation one assignment or subletting, such consent sublease shall not operate destroy or waive this provision, and all later assignments and subleases shall likewise be made only upon the prior written consent of Landlord. Subtenants or assignees shall become liable to Landlord for all obligations of Tenant hereunder, without relieving Tenant's liability hereunder and, in the event of any default by Tenant under this Lease, Landlord may, at its option, but without any obligation to do so, elect to treat such sublease or assignment as a waiver of direct Lease with Landlord and collect rent directly from the necessity subtenant. In addition, upon any request by Tenant for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation an assignment or sublease, Landlord may elect to terminate this Lease and no recapture all of the premises (in the event of an assignment request) or the applicable portion of the Premises (in the event of a subleasing request); provided, however, if Landlord 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 release continue to lease all of the Premises, subject to the terms of this Lease and Landlord's recapture notice shall be null and void. If Tenant from desires to assign or sublease, Tenant must provide written notice to Landlord describing the proposed transaction in detail and providing all documentation (including detailed financial information for the proposed assignee or subtenant) reasonably necessary to let Landlord evaluate the proposed transaction. Landlord shall notify Tenant within twenty (20) days 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 twenty (20) 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 liability hereunder. Any assignment or sublease request and the assignee or subtenant pays to Tenant an amount in excess of the Rent due under this lease (after deducting Tenant's reasonable, actual expenses in obtaining such assignment or transfer without Landlord's consent shall be void and shallsublease, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any amortized in equal monthly installments over then remainder of the following reasonsTerm), the withholding Tenant shall be deemed to be reasonable: (a) Conflict pay 75% of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver such excess to Landlord an assumption agreement as and when the monthly payments are received by said assignee or transferee assuming all obligations of Tenant under this LeaseTenant. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject to LESSEE covenants and agrees that neither this Lease nor the terms Term and estate hereby granted, nor any interest therein will be assigned, mortgaged, pledged, encumbered or otherwise transferred, and that neither the Leased Premises, nor any part thereof, will be encumbered in any manner by reason or by act or omission of Section 20.4, Tenant shall not voluntarily, involuntarilyLESSEE, or by operation of law assign, transfer, hypothecateused or occupied, or otherwise encumber this Lease permitted to be used or Tenant's interest thereinoccupied, by anyone other than LESSEE, its servants, agents, contractors and shall not sublet nor permit the employees, or for any use by others of the Premises or any part thereof purpose other than as above stated, or be sublet, without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express case LESSOR’s prior written consent. 20.2 The consent of Landlord required under Section 20.1 above , which shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of Notwithstanding the following reasonsforegoing, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's LESSOR’s prior written consent shall not be required for any assignmentassignment or sublet to a wholly or majority owned affiliate or subsidiary of the LESSEE, transfer or sublease to any entity succeeding to LESSEE as a direct result of a merger or consolidation, acquisition, asset or stock transfer, or issuance of stock by LESSEE (“Permitted Transfer”). The grounds upon which controlsLESSOR may reasonably withhold its consent are as follows: (i) The prospective assignee’s or sub-lessee’s intended use of the Premises does not conform to the permitted uses set forth in the Lease; or, (ii) The nature, character, class and standards of the prospective assignee’s or sublessee’s business will not be consistent with those of other lessees in the Building or will not conform to the mix of other lessees in the Building at that time; or, (iii) The financial strength and reliability of the prospective assignee or sublessee, excluding any additional personal or corporate guarantees, is controlled by or under common control with Tenantnot sufficient, or in LESSOR’s reasonable business judgment, to any entity resulting from a reorganization, merger or sale of substantially meet all of such prospective assignee’s or sublessee’s obligations to be performed as of and from the assets date of Tenantsaid assignment or sub-letting. The term "CONTROL" prospective assignee or sub-lessee must produce to LESSOR’s accountants a verified and current audited financial statement, (or if none has been prepared by said prospective assignee within the past three years, a CPA certified current financial statement), and such other documentation as is material in making such determination; which shall mean the ownership of at least 50% be kept confidential by them; or, (iv) The operations of the stock prospective assignee or assets of Tenant. Further, Landlord's consent shall not be required for sub-lessee will violate any offering of the stock of Tenant on the public market exclusive or other rights given any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership other lessees in the aggregate Building; or (v) The failure of LESSOR’s mortgage lender(s) to consent, if such consent is required under LESSOR’s financing documents. Except in excess the case of a Permitted Transfer, LESSOR, in addition to Annual Base Rent and all Additional Rent hereunder, shall be entitled to fifty percent (50%) shall be deemed an assignment within percent of the meaning full amount of this Articleany and all sums actually collected by LESSEE, except transfers in whatever form, attributable to or arising from the permitted subletting or assignment, after deduction for LESSEE’s reasonable costs incurred in connection with Tenant becoming the subletting or assignment, including alterations or improvements, marketing costs and reasonable brokerage commissions and/or reasonable legal costs actually incurred, (herein, “Rent ▇▇▇▇-Up”). Notwithstanding LESSOR’s consent to the assignment or subletting, as contemplated above, LESSEE shall remain primarily liable to LESSOR for the payment of all Rent and for the full performance of the covenants and conditions of this Lease; and, upon a publicly traded corporationdefault by LESSEE hereunder, LESSOR may collect all sums due as Rent directly from the assignee/subtenant. Tenant Notwithstanding the foregoing, in the event that LESSEE desires to sublet the Leased Premises, other than in connection with a Permitted Transfer, it shall give Landlord prior in each instance notify the LESSOR in writing, stating the intended effective date of the proposed sublet (which shall not be less than 60 days from the date of said notice to LESSOR). Subject to the preceding sentence, if the proposed sublease itself (or cumulatively with other approved subleases) accounts for the sublease of greater than fifty (50%) percent of the area of the Leased Premises, then LESSOR shall have a period of fifteen (15) days from the date it receives such notice to exercise an election to take back the Leased Premises being offered for sublease, in LESSOR’s sole discretion and without any obligation to so elect, whatsoever, notwithstanding the circumstances, and without prejudice to or waiver of any of LESSOR’s rights or LESSEE’s continuing obligations hereunder. LESSEE shall provide LESSOR with all reasonably material information relative to LESSOR making an informed decision concerning said sublet, immediately upon LESSOR’s request. If LESSOR elects to take back the Leased Premises so offered for sublease, it shall send written notice thereof to LESSEE within such fifteen (15) day period; and LESSEE shall be irrevocably bound to surrender and vacate the Leased Premises as if the Term of the Lease had expired on the date LESSEE had set to vacate as appears in the LESSEE’s initial notice to LESSOR; and provided LESSEE vacates and surrenders on said date, without being in default (of which LESSEE has been provided written notice) of any provision hereof as of said date, this Lease shall be null and void and without recourse to either party hereto with respect to the Leased Premises (but for terms and conditions contemplated herein to survive termination of this Lease). LESSEE shall not be entitled to any payments, commissions, credits, offsets, or any kind or nature arising from said sublet, nor shall any individual or entity acting by, through, or under LESSEE be so entitled. Once an election is made by LESSOR, LESSEE shall be subject to the penalties for holding over set forth in this Lease, if it fails to vacate and surrender the leased Premises by the date LESSEE had set to vacate as appears said notice, or if it fails to discharge (or cause its lenders or others with which LESSEE has dealt to discharge) any and all transfersrecorded liens or other encumbrances, whether notices, or not consent is required, restrictions on its leasehold or contractual interest in and to the affected portion of the Premises as of said date. Nothing in no event this paragraph shall Tenant be released from any require LESSOR to make an election to take back the Leased Premises and nothing in the aforesaid process shall relieve LESSEE of its obligations liability under this LeaseLease should LESSOR elect not to take back the Leased Premises.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, (a) Tenant shall not voluntarilynot, involuntarily, or by operation of law or otherwise, assign, transfer, hypothecate, mortgage or otherwise encumber this Lease Lease, nor sublet all or Tenant's interest therein, and shall not sublet nor any part of the Demised Premises or permit the use by others of the Demised Premises or any part thereof to be used by others, without first obtaining Owner’s prior written consent in each instance Landlord's written consentinstance. If The consent is once given by Landlord Owner to any such assignment, transfer, hypothecation assignment or subletting, such consent subletting in no way shall not operate as a waiver of the necessity for be construed to relieve Tenant from obtaining Landlord's Owner’s express written consent to any subsequent assignmentother or further assignment or subletting. (b) If Tenant requests Owner’s consent to the assignment of this Lease or the subletting of all of the Demised Premises, transferit shall submit in writing to Owner, hypothecation at the time it requests such consent the following material relating to the proposed assignee or subtenant: (i) the name and address; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business to be conducted in the Demised Premises; (iv) an executed copy of the assignment or sublease; (v) a deposit of $1,500 (or $2,500 if Tenant’s request is accompanied by plans) to be applied by Owner to fees and expenses incurred by Owner pursuant to subparagraph (e)(iv) below, the unapplied balance of such deposit to be refunded by Owner to Tenant; (vi) a financial statement for the preceding two (2) years if it has been a business for that period; (vii) banking, financial and other credit information reasonably sufficient to enable Owner to determine the proposed assignee’s or subtenant’s financial responsibility; and (viii) such other business or financial information reasonably requested by Owner. (c) Owner shall have the following options, exercisable by written notice to Tenant within thirty (30) business days after Tenant’s aforesaid request for Owner’s consent and the furnishing of all requested information: (i) Owner may require Tenant to execute an assignment or sublease to Owner or to anyone designated by Owner on the same terms as the proposed assignment or sublease without payment of any premium therefor; (ii) Owner may elect to terminate Tenant’s Lease on the effective date of the proposed assignment or sublease, and no assignment Owner shall release execute and deliver an instrument releasing and discharging the Tenant from any liability hereunder. Any all obligations under this Lease accruing after the effective date of such proposed assignment or transfer without Landlord's consent sublease, and Tenant shall be void vacate and shall, at Landlord's option, constitute an Event surrender possession of Default of this Lease. This the entire Demised Premises in accordance with the Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consenton or before said effective date. 20.2 The (d) If the Owner shall not exercise either of its foregoing options in subparagraph (c) hereinabove within the time set forth above, its consent to the proposed assignment or subletting of Landlord required under Section 20.1 above all of the Demised Premises shall not be unreasonably withheld, provided, however, that it may withhold consent therein if in the reasonable exercise of its judgment it determines that: 1. The financial condition and/or general reputation of the proposed assignee or subtenant are not consistent with the extent of the obligations undertaken by the proposed assignment or sublease. 2. The proposed use of the Demised Premises is not appropriate for the Building or in keeping with the character of the existing tenancies or permitted by the Tenant’s Lease. 3. The nature of the occupancy of the proposed assignee or sub-tenant is not in accordance with the use provision of the Lease or will cause excessive density of employees or traffic or make excessive demands on the Building’s services or facilities or be an assignment or sublease to a school or employment or placement agency. 4. The Tenant proposes to assign or sublet to one who at the time is a Tenant in possession of premises in the Building of which the Demised Premises are a part. 5. The person or entity is of less financial net worth than Tenant as of the date of this Lease. 6. Such proposed assignee or Subtenant would lower the value of the dignity of the Building or adversely affect the interest of Owner. 7. The sublet is not for the entire Demised Premises. (e) if Owner shall not exercise an option set forth in subparagraph (c) above within the time limit provided therefore and if Owner shall not have withheld or delayed. Should Landlord withhold its consent for any pursuant to subparagraph (d) above, its consent to the proposed assignment or subletting shall not be withheld provided, however, that each of the following reasons, the withholding shall be deemed to be reasonableconditions first are complied with: (ai) Conflict of the proposed use with other uses Tenant then shall not be in the Building or Centerdefault under this Lease; (bii) Financial inadequacy The assignee shall execute an agreement, in form reasonably satisfactory to the Owner, whereby such proposed assignee assumes performance of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed Tenant’s obligations under this Lease and shall be and remain liable become jointly and severally liable with the Tenant for the payment performance thereof. The Subletting Agreement shall provide that it is expressly subject to the terms and provisions of the Lease. (iii) A duplicate original of the instrument of assignment and assumption agreement or sublease duly executed by the appropriate party, shall be delivered to the Owner before the assignee or subtenant shall be let into possession of the Demised Premises. (iv) Tenant shall pay any expense, including, but not limited to, attorneys’ fees and fees for financial investigation incurred in connection with the review and/or preparation and/or execution of any documents submitted to Owner relating to the proposed assignment or subletting including preparation of the consent. This provision shall not apply if Owner elects to terminate the Lease pursuant to subparagraph (c) herein. (f) If the Owner shall give its consent to any assignment of this Lease or to any sublease, Tenant, in consideration therefore, shall pay to Owner, as additional rent: (i) In the case of an assignment, an amount equal to all rents due here undersums and other considerations paid to Tenant by the assignee for or by reason of such assignment (including, and but not limited to, sums paid for the due performance sale of Tenant’s fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property, less, in the case of a sale thereof, the then net undepreciated cost thereof determined on the basis of Tenant’s Federal income tax returns); and (ii) In the case of a sublease, any rents, additional charges or other consideration payable under the sublease and related agreements to Tenant by the subtenant which is in excess of the fixed annual rent and additional rent accruing during the term of all the covenants and conditions herein set forth sublease pursuant to the terms of this Lease (including, but not limited to, sums paid for the sale or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property, less, in the case of the sale thereof, the then undepreciated cost thereof determined on the basis of Tenant’s Federal income tax returns). The sums payable under this subparagraph (f) shall be paid by Tenant to be performed. No Owner as and when paid by the assignee or subtenant to Tenant. (g) Each of the foregoing provisions and conditions shall apply to each and every further assignment or transfer subletting. An assignment of Lease or a subletting as above provided shall be effective not discharge or binding on Landlord unless said assignee release from liability under the Lease the Tenant or transferee shallany other person, concurrentlyfirm or corporation which previously shall have assumed Tenant’s obligations hereunder, deliver such liability to Landlord an assumption agreement by said assignee or transferee assuming all obligations remain and continue for the balance of Tenant under this Leasethe term and any option to renew contained in the Lease with the same force and effect as though no assignment had been effected. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, (h) Any transfer or sublease to any entity issuance of shares other than through a recognized exchange which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership cause in the aggregate of in excess of fifty percent (50%) or more of the stock of Tenant or any assignee to be owned by any party other than those parties who were Tenant’s shareholders or assignee’s shareholders on the date of execution of this Lease or the effective date of the assignment shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant Lease and shall give Landlord require Owner’s prior written notice consent in accordance with this Article 61. (i) In the event that Owner exercises either of all transfersits options under subparagraph (c) above, whether or not consent is requiredOwner shall have the absolute right to, and in no way shall be liable to Tenant if it shall, lease or further sublease the Demised Premises to Tenant’s prospective assignee or subtenant, as the case may be. (j) If Owner does not exercise its option and also withholds its consent to the proposed assignment or subletting and it is established by a court or body having final jurisdiction thereover that Owner has been unreasonable, the only effect of such finding shall be that Owner shall be deemed to have given its consent; but Owner shall not be liable to Tenant in any respect for money or compensatory damages by reason of withholding its consent. (k) In the event shall that Tenant be released or any assignee or sublessee desires to assign or sublet, it hereby designates the managing Agent as Tenant’s sole and exclusive Agent to effect such assignment or subletting and agrees to pay said managing Agent upon the consent to assignment or sublease a commission computed in accordance with the commission rates then in effect. Tenant acknowledges that it is aware that the managing Agent represents the Owner and may also act with respect to other competing space in the building and Tenant waives any right to make claim for conflict of interest or for other damages. (l) In the event of a sublease or assignment, the Tenant agrees to deposit an additional security of two (2) months’ rent, escalations and additional rent due under this Lease at the then existing rate. (m) No action or consent by Owner to listing of names on the Building directory nor acceptance of rent from any party other than Tenant shall be deemed a consent to any assignment or sublease of the Demised Premises nor a waiver of any of the provisions hereof. (n) Anything herein to the contrary notwithstanding, conversion of Tenant or any successor tenant to a limited liability partnership or company during the term of this lease constitutes an assignment of the lease which requires the Owner’s consent in its obligations under this Leasesole discretion.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, 18.1 Tenant shall not, without the prior written consent of Landlord, which consent shall not voluntarilybe unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, involuntarilyconvey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law assign, transfer, hypothecate, law; or otherwise encumber this Lease or Tenant's interest therein, and shall not sublet nor (b) permit the use by others of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without first obtaining in each instance the prior written consent of Landlord shall, at Landlord's written consent’s option, be void and of no effect. If Landlord’s consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent Transfer shall not operate as constitute a waiver of the necessity for obtaining Landlord's ’s right to withhold its consent to any subsequent future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment, transfer, hypothecation . The voluntary or sublease, and no assignment other surrender of this Lease by Tenant or a mutual cancellation hereof shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void not work a merger and shall, at the option of Landlord's option, constitute terminate all or any existing sublease or may, at the option of Landlord, operate as an Event assignment to Landlord of Default Tenant’s interest in any or all such subleases. 18.2 For purposes of this Lease. This Lease , the term “Transfer” shall notalso include (i) if a Tenant is a partnership or limited liability company, nor shall any interest thereinthe withdrawal or change, be assignable as to Tenant's interest voluntary, involuntary or by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment or more of the partners, members or managers thereof, or transfer of twenty-five percent (25%) or more of partnership or membership interests therein within a twelve (12) month period, or the meaning dissolution of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether the partnership or not consent is requiredthe limited liability company without immediate reconstitution thereof, and (ii) if Tenant is a corporation whose stock is not publicly held and not traded through an exchange or over the counter or any other form of entity, (A) the dissolution, merger, consolidation or other reorganization of Tenant, the sale or other transfer of more than an aggregate of fifty percent (50%) of the voting shares or other interests of or in no event shall Tenant be released from any (other than to immediate family members by reason of its obligations under this Leasegift or death), within a twelve (12) month period, or (B) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of the value of the unencumbered assets of Tenant within a twelve (12) month period.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, Tenant shall not voluntarily, involuntarilyassign this Lease, or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's any interest therein, and shall not sublet nor permit the use by others of the Premises Premises, or any part thereof thereof, or any right or privilege appurtenant thereto, or permit any other person to occupy or use the Premises, or any portion thereof, without first obtaining the written consent of Landlord, which consent may be withheld in the sole and absolute discretion of Landlord. Any prospective assignee or sublessee shall have both financial experience and operating experience for an RCFE. In connection with any such proposed assignment, Tenant shall deliver to Landlord the financial statement and experience resume of any potential new lessee, together with any other information requested by Landlord. A change in control or ownership of Tenant shall constitute an assignment requiring Landlord=s consent. Any transfer, on a cumulative basis, of more than twenty-five percent (25%) of the voting control and/or equity ownership of Tenant shall constitute a Achange in control@ of Tenant for purposes of this Paragraph. Notwithstanding the foregoing, a merger or acquisition of all of Tenant’s assets is permitted without consent from Landlord so long as: the assignee or subtenant: (i) shall be a creditworthy entity with a current net worth, calculated in accordance with generally accepted accounting principles, consistently applied, greater than Fifty Million Dollars ($50,000,000), (ii) shall have not less than five (5) years experience in operating an RCFE, (iii) has a favorable business, regulatory compliance and operational reputation and character, (iv) has all licenses, permits, approvals and other authorizations required to operate the Premises as an RCFE, and (v) shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof. Notwithstanding anything to the contrary hereinabove, Tenant may assign the Lease to its affiliates, without Landlord’s consent; provided that in each instance Landlord's written consent. If consent is once given by Tenant pays to Landlord to any and all costs incurred (including in-house counsel costs and expenses) in connection with review and documentation of such assignment. Landlord’s consent to one assignment, transfer, hypothecation subletting or subletting, such consent occupation shall not operate as a waiver of the necessity for obtaining be deemed to be Landlord's ’s consent to any subsequent assignment, transfersubletting or occupation. Landlord’s consent to an assignment, hypothecation subletting or subleaseoccupation or a transfer permitted without Landlord’s consent hereunder shall not in any event release the original named Tenant (or any successor tenant) from liability for the continued performance of all of the terms and provisions on the part of Tenant to be kept and performed hereunder, unless Landlord specifically and no assignment shall release in writing releases the original named Tenant (or any successor tenant, as the case may be) from any liability hereundersaid liability. Any such assignment or transfer subletting (for which Landlord’s consent is required) without Landlord's the prior written consent of Landlord shall be void and shall, at the option of Landlord's option, constitute an Event of Default of terminate this Lease. This In the event that Tenant (or any successor tenant) assigns this Lease shall notor sublets the Premises (subject to Landlord=s consent rights as set forth in this Lease, nor shall if required), and if any interest thereinconsideration or rent payable to such Tenant in connection with said assignment or subletting (in whatever form, be assignable as to Tenant's interest by operation of lawincluding, without Landlord's express prior written consent. 20.2 The consent limitation, any down payment or bonus payment, any transfer fee or consultation fee, or any consideration or payment for goodwill inherent in Tenant=s conduct of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of business at the following reasons, Premises) is greater than the withholding shall be deemed rent to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth paid by Tenant to be performed. No Landlord under this Lease during the period of time which said assignment or transfer subletting remains in effect (such excess, hereinafter the AExcess Consideration@), then Tenant shall be effective or binding on Landlord unless said assignee or transferee shallpay to Landlord, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant as additional rent under this Lease. 20.4 Notwithstanding anything , one half (1/2) of such Excess Consideration immediately as and when such Excess Consideration is payable to Tenant. In the event of a subletting of only a portion of the Premises, in calculating whether any Excess Consideration will be generated by such subletting, the rent payable under the Lease shall be prorated according to the contrary hereinsquare footage involved in order to reflect the rent applicable to the space sublet. Notwithstanding the foregoing, Landlord's consent no Excess Consideration shall not be required for any assignmentpayable in connection with a merger, transfer acquisition, public offering or sublease to any entity which controlsprivate offering of, is controlled by or under common control with Tenantin each instance, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant, its affiliates and parent company. The term "CONTROL" shall mean It is the ownership of at least 50% intent of the stock parties that no Excess Consideration shall be due and payable only in instances where all assets of the parent company and its subsidiaries are being acquired and not where only certain assets or properties are being acquired. This Section 18 shall not apply to the subleasing of space to RCFE ancillary service providers, such as beauty shop operators, therapy providers, health care providers, and the like. Notwithstanding the foregoing, any private or public offering of all of the assets of Tenant, its affiliates and parent company shall be a permitted transfer under the Lease which does not require Landlord’s consent. Further, Landlord's consent The original named Tenant or its affiliate shall not be required released from liability for any offering the continued performance of all of the stock terms and provisions on the part of Tenant on to be kept and performed hereunder, provided the new tenant after such private or public market offering has a current net worth, calculated in accordance with generally accepted accounting principles, consistently applied, greater than Fifty Million Dollars ($50,000,000). Any assignment or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent subletting (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not for which Landlord’s consent is required) without the prior written consent of Landlord shall be void and shall, and in no event shall Tenant be released from any at the option of its obligations under Landlord, terminate this Lease.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4(a) Tenant must not assign, Tenant shall not voluntarilysublet, involuntarilymortgage, pledge, or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's interest therein, and shall not sublet nor permit (the use by others result of the Premises or any part thereof such action being referred to as a "Transfer") without first obtaining in each instance Landlord's prior written consent, which Landlord must not unreasonably withhold, condition, or delay. If consent is once given by Without limiting the foregoing, Landlord and Tenant agree that Landlord has the right to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's withhold ▇▇▇▇▇▇▇▇’s consent to any subsequent assignmentproposed Transfer to a transferee who, transferby reputation, hypothecation financial strength, or subleaseexpected use, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall is not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use compatible with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee Building, or whom Landlord, in Landlord’s reasonable business judgment, does not deem to be an acceptable credit risk. By valid written instrument, any transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant must expressly assume, for the payment of all rents due here undertransferee and the transferee’s successors and assigns, and for the due performance during benefit of Landlord, all of the term obligations of all the covenants and conditions herein set forth by Tenant to be performedunder this Lease. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shallFollowing such transfer, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all ▇▇▇▇▇▇ has no further obligations of Tenant under this Lease. 20.4 Notwithstanding anything (b) Any request by Tenant for Landlord’s consent to a Transfer must include (i) the name of the proposed transferee; (ii) the nature of the transferee’s business and proposed use of the Premises; (iii) complete information as to the contrary hereinfinancial conditions and standing of the proposed transferee; and (iv) the provisions of the proposed Transfer. Tenant must promptly supply such additional information about the proposed Transfer and transferee as Landlord reasonably requests. ▇▇▇▇▇▇▇▇ also has the right to meet and interview the proposed transferee. (c) ▇▇▇▇▇▇▇▇ must advise Tenant in writing whether or not Landlord consents to a proposed Transfer within 30 days of receiving ▇▇▇▇▇▇'s request for such consent. If such consent is withheld, Landlord must specify the reasons, in writing, to Tenant. If Landlord fails to so notify Tenant within said time period, ▇▇▇▇▇▇▇▇ is deemed to have given Landlord’s consent to the proposed Transfer. (d) The express or implied consent by Landlord to any Transfer does not constitute a waiver of Landlord's consent shall not be required for right to prohibit any subsequent Transfer. (e) As used in this Lease, "assign" or "assignment" includes, without limitation, any transfer or sublease of Tenant's interest in the Lease by operation of law. (f) Notwithstanding any contrary provisions of this § 6.5, in connection with any proposed Transfer, Landlord has the right to any entity which controls, cancel and terminate this Lease if Tenant’s request is controlled by or under common control with Tenant, to assign the Lease or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50sublet more than 80% of the stock or assets of Tenant. FurtherPremises; or, Landlord's consent shall not be required for any offering if ▇▇▇▇▇▇’s request is to sublet a portion of the stock Premises only, to cancel and terminate this Lease with respect to such portion of the Premises for the proposed duration of the sublease. Landlord must exercise this right in writing within 30 days of receiving ▇▇▇▇▇▇’s request for ▇▇▇▇▇▇▇▇’s consent to a proposed Transfer, and in each case, such cancellation or termination must occur as of the effective date of the proposed Transfer. In such event, Tenant on must permit Landlord to enter into a direct lease with the public market proposed transferee. (g) Landlord acknowledges and agrees that the use or any open market transactions involving occupation of all or part of the stock Premises by an agency of Tenant. If state government other than the Tenant named in § 1.1, or the substitution of another agency of state government for the Tenant named in § 1.1, is not a publicly traded corporationTransfer, provided that the Premises continue to be used for the Permitted Uses. Nevertheless, ▇▇▇▇▇▇ must advise Landlord, in writing, if any agency of state government other than the Tenant named in § 1.1 uses or occupies all or any portion of the Premises, or if there is a substitution of any agency of state government for the Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest named in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease§ 1.1.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, Tenant shall not assign this Lease or any interest therein, whether voluntarily, involuntarily, or by operation of law assign, transfer, hypothecatelaw, or otherwise encumber this Lease or Tenant's interest thereinotherwise, and shall not sublet nor permit the use by others of the Premises or any part thereof without thereof, including but not limited to all concession vending, except by written permission and consent of Landlord being first obtaining in each instance Landlord's written consenthad and obtained. If consent is once given by Consent of Landlord to any such assignmentassignment or subletting shall not be unreasonably withheld if: (i) at the time of such assignment or subletting Tenant is not in default in the performance and observance of any of the covenants and conditions of this Lease; (ii) the assignee or subtenant of Tenant shall expressly assume in writing all of Tenant’s obligations hereunder; (iii) Tenant shall provide proof to Landlord that the assignee or subtenant has a financial condition which is satisfactory to Landlord and Landlord’s lender; (iv) the Premises continue to be used solely for the purpose set forth in Section 6.1, transferand (v) Landlord is furnished with and approves the form of the proposed sublease. In connection with any such assignment or sublease, hypothecation Tenant or the assignee or subtenant of Tenant shall pay to Landlord any legal and administrative costs incurred by Landlord in approving such assignment or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunderexceed $5,000.00. Any such assignment or transfer without sublease, even with the approval of Landlord's consent , shall not relieve Tenant from liability for payment of all forms of rental and other charges herein provided or from the obligations to keep and be void bound by the terms, conditions and shall, at Landlord's option, constitute an Event of Default covenants of this Lease. This Lease shall not, nor shall The acceptance of rent from any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above other person shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict a waiver of any of the proposed use with other uses provisions of this Lease, or a consent to the assignment or subletting of the Premises. Consent to any assignment or subletting shall not be deemed a consent to any future assignment or subletting. Any merger, consolidation or transfer of corporate shares of Tenant, if Tenant is a corporation, so as to result in a change in the Building or Center; (b) Financial inadequacy present voting control of the proposed subtenant Tenant by the person or persons owning a majority of said corporate shares on the date of this Lease, shall constitute an assignment and be subject to the conditions of this Section. If Tenant is a general partnership having one or more corporations as partners or if Tenant is a limited partnership having one or more corporations as general partners, the provisions of the preceding sentence shall apply to each of such corporations as if such corporation alone had been the Tenant hereunder. If Tenant is a partnership, the withdrawal of a general partner shall be an assignment subject to the provisions hereof. Moreover, in the event that the rental due and payable by a sublessee or assignee; (c) A proposed use which would diminish the reputation , or a combination of the Center rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto exceeds the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant rental payable under this Lease. 20.4 , or if with respect to an assignment, sublease, license or other transfer by Tenant permitted by Landlord, the consideration payable to Tenant by the assignee, subtenant, licensee or other transferee exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord, in addition to all rental required hereunder, such excess rental and other excess consideration within ten (10) days following receipt thereof by Tenant from such sublessee, assignee, licensee or other transferee, as the case may be. Finally, in the event of any assignment or subletting it is understood and agreed that all rentals paid to Tenant by an assignee or sublessee shall be received by Tenant in trust for Landlord, to be forwarded immediately to Landlord without reduction of any kind, and upon election by Landlord such rentals shall be paid directly to Landlord. Without limitation on Landlord’s approval rights as provided above, Tenant shall provide a copy of any executed sublease to Landlord within ten (10) days of the execution thereof. Landlord may assign this Lease at will and shall provide Tenant with a copy of such assignment. Notwithstanding anything the foregoing subsection, Tenant shall have the right to assign this Lease or sublet all or any portion of the contrary hereinPremises without the consent of, but with prior written notice to, Landlord's consent shall not be required for any assignment, transfer or sublease to any corporation or entity which controls, is controlled by or is under common control with Tenant, or to any entity corporation resulting from a reorganization, the merger or sale of consolidation with Tenant, or to any person or entity which acquires substantially all of the assets of Tenant. The term "CONTROL" Tenant so long as such assignee or sublessee or survivor entity has similar or better financial status, and provided that no such assignment or sublease shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock act as a release of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations the provisions, covenants and conditions on the part of Tenant to be kept or performed under this Lease.

Assignment and Subletting. 20.1 Subject to (i) That the terms Tenant will not assign this Lease in whole or in part, nor sublet all or any part of Section 20.4the Leased Premises, Tenant shall not voluntarily, involuntarily, nor mortgage or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's interest therein, and shall not sublet nor permit the use by others of the Leased Premises or any part thereof thereof, nor suffer or permit the occupation of, or part with or share possession of, all or any part of the Leased Premises by any other person, firm or corporation (all of the foregoing being hereinafter referred to as a “transfer”) without first obtaining the prior consent of the Landlord in each instance Landlord's written consentinstance, which consent shall not be unreasonably withheld, subject to the provisions of subparagraph (ii) of this Paragraph 8(k). If The consent is once given by the Landlord to any such assignment, transfer, hypothecation or sublettingif granted, such consent shall not operate as constitute a waiver of the necessity for obtaining Landlord's such consent to any subsequent assignment, transfer, hypothecation or sublease, . This prohibition against a transfer is construed so as to include a prohibition against any transfer by operation of law and no assignment transfer shall release take place by reason of a failure by the Landlord to reply to a request by the Tenant from any liability hereunderfor consent to a transfer. Any such assignment or If there is a permitted transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest thereinthe Landlord may collect rent from the assignee, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld subtenant or delayed. Should Landlord withhold its consent for any occupant (all of the following reasonsforegoing being hereinafter collectively referred to as the “transferee”), and apply the withholding net amount collected to the Minimum Rent required to be paid pursuant to this Lease, but no acceptance by the Landlord of any payments by a transferee shall be deemed a waiver of this covenant or the acceptance of the transferee as Tenant or a release of the Tenant for the further performance by the Tenant of the covenants or obligations on the part of the Tenant herein contained. Any document evidencing the Landlord’s consent to a transfer of this Lease, if permitted or consented to by the Landlord shall be prepared by the Landlord’s solicitors, and all legal fees with respect thereto shall be paid by the Tenant to the Landlord forthwith upon demand. Any consent by the Landlord shall be subject to the Tenant causing any such transferee to promptly execute an agreement directly with the Landlord agreeing to be reasonable: (a) Conflict bound by all of the proposed use terms, covenants and conditions contained in this Lease as if such transferee had originally executed this Lease as Tenant. Notwithstanding that any such transfer is permitted or consented to by the Landlord, the Tenant shall be jointly and severally liable with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed upon this Lease and shall not be and remain liable jointly and severally with Tenant for released from performing any of the payment of all rents due here underterms, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under contained in this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject to That the terms Tenant will not assign this Lease in whole or in part, nor sublet all or any part of Section 20.4the Leased Premises, Tenant shall not voluntarily, involuntarily, nor mortgage or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's interest therein, and shall not sublet nor permit the use by others of the Leased Premises or any part thereof thereof, nor suffer or permit the occupation of, or part with or share possession of, all or any part of the Leased Premises by any other person, firm or corporation (all of the foregoing being hereinafter referred to as a “transfer”) without first obtaining the prior consent of the Landlord in each instance Landlord's written consentinstance, which consent shall not be unreasonably withheld, subject to the provisions of subparagraph (ii) of this Paragraph 8(k). If The consent is once given by the Landlord to any such assignment, transfer, hypothecation or sublettingif granted, such consent shall not operate as constitute a waiver of the necessity for obtaining Landlord's such consent to any subsequent assignment, transfer, hypothecation or sublease, . This prohibition against a transfer is construed so as to include a prohibition against any transfer by operation of law and no assignment transfer shall release take place by reason of a failure by the Landlord to reply to a request by the Tenant from any liability hereunderfor consent to a transfer. Any such assignment or If there is a permitted transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest thereinthe Landlord may collect rent from the assignee, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld subtenant or delayed. Should Landlord withhold its consent for any occupant (all of the following reasonsforegoing being hereinafter collectively referred to as the “transferee”), and apply the withholding net amount collected to the Minimum Rent required to be paid pursuant to this Lease, but no acceptance by the Landlord of any payments by a transferee shall be deemed a waiver of this covenant or the acceptance of the transferee as Tenant or a release of the Tenant for the further performance by the Tenant of the covenants or obligations on the part of the Tenant herein contained. Any document evidencing the Landlord’s consent to a transfer of this Lease, if permitted or consented to by the Landlord shall be prepared by the Landlord’s solicitors, and all legal fees with respect thereto shall be paid by the Tenant to the Landlord forthwith upon demand. Any consent by the Landlord shall be subject to the Tenant causing any such transferee to promptly execute an agreement directly with the Landlord agreeing to be reasonable: (a) Conflict bound by all of the proposed use terms, covenants and conditions contained in this Lease as if such transferee had originally executed this Lease as Tenant. Notwithstanding that any such transfer is permitted or consented to by the Landlord, the Tenant shall be jointly and severally liable with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed upon this Lease and shall not be and remain liable jointly and severally with Tenant for released from performing any of the payment of all rents due here underterms, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under contained in this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4Without Landlord's prior written consent, which Landlord shall not unreasonably withhold, condition, or delay, Tenant shall not voluntarily, involuntarily, or by operation of law assign, transfer, hypothecate, or otherwise encumber assign this Lease or Tenant's interest therein, and shall not sublet nor permit the use by others of sublease the Premises or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's foregoing shall be void and of no effect. In the event that Landlord fails to provide its consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any of such assignment or transfer without sublet within 15 days following Tenant's request thereof, then Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default deemed denied for purposes hereunder. For purposes of this Lease. This Lease shall notparagraph, nor shall any interest therein, be assignable as to Tenant's interest by operation a transfer of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld 50% or delayed. Should Landlord withhold its consent for any more of the following reasons, the withholding ownership interests controlling Tenant shall be deemed to be reasonable: (a) Conflict an assignment of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with unless such ownership interests are publicly traded. Notwithstanding the above, Tenant for may assign or sublet the payment of all rents due here underPremises, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shallany part thereof, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controlscontrolling Tenant, is controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease, not to exceed $2,000 per event of assignment or subletting. Upon Landlord's receipt of Tenant, 's written notice of a desire to assign or to any entity resulting from a reorganization, merger or sale of sublet substantially all of the assets Premises for substantially all of the remaining Lease Term (excluding any transfer permitted to be done without Landlord's consent in this Paragraph 17, and further excluding any transfer of ownership interests as set forth above which is deemed to be an assignment hereunder), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. If Landlord so terminates the Lease, Landlord may enter into a lease directly with the proposed sublessee or assignee. Tenant may withdraw its notice to sublease or assign by notifying Landlord within 10 days after Landlord has given Tenant notice of such termination, in which case the Lease shall not terminate but shall continue. Notwithstanding anything contained herein to the contrary, provided no Event of Default has occurred and is continuing under this Lease beyond any applicable cure period, upon 10 days prior written notice to Landlord, Tenant may, without Landlord's prior written consent, assign this Lease to an entity into which or with which Tenant is merged or consolidated or to an entity to which substantially all of Tenant's assets are transferred, provided (x) such merger, consolidation, or transfer of assets is for a good business purpose and not principally for the purpose of transferring Tenant's leasehold estate, and (y) the assignee or successor entity has a net worth at least equal to the net worth of Tenant immediately prior to such merger, consolidation, or transfer (collectively, a "Permitted Transfer"). It shall be reasonable for the Landlord to withhold its consent to any assignment or sublease in any of the following instances: (i) an Event of Default has occurred and is continuing beyond any applicable cure period that would not be cured upon the proposed sublease or assignment; (ii) the assignee or sublessee does not have a net worth calculated according to generally accepted accounting principles at least equal to the greater of the net worth of Tenant immediately prior to such assignment or sublease or the net worth of the Tenant at the time it executed the Lease; (iii) the intended use of the Premises by the assignee or sublessee is not a permitted use hereunder; (iv) the intended use of the Premises by the assignee or sublessee would materially increase the pedestrian or vehicular traffic to the Premises or the Project; (v) occupancy of the Premises by the assignee or sublessee would, in Landlord's opinion, violate an agreement binding upon Landlord or the Project with regard to the identity of tenants, usage in the Project, or similar matters; (vi) the identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to damage the goodwill or reputation of the Project; (vii) the assignment or sublet is to another tenant in the Project and is at rates which are below those charged by Landlord for comparable space in the Project; (viii) in the case of a sublease, the subtenant has not acknowledged that the sublease is subject to all of the terms and conditions of the Lease; or (ix) the proposed assignee or sublessee is a governmental agency. Tenant and Landlord acknowledge that each of the foregoing criteria are reasonable as of the date of execution of this Lease. The term "CONTROL" foregoing criteria shall mean not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. Tenant shall provide to Landlord all information concerning the assignee or sublessee as Landlord may request. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus received in lieu of rent therefor or incident thereto) exceeds the rental payable under this Lease, except as the same relates to an Tenant Affiliate or a Permitted Transfer or any transfer of ownership of at least interests as set forth above which is deemed to be an assignment hereunder, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder 50% of all such excess rental actually received by Tenant within 10 days following receipt thereof by Tenant, after deducting reasonable tenant improvements and marketing costs, reasonable brokerage fees, and reasonable attorney's fees. If this Lease be assigned or if the stock Premises be subleased (whether in whole or assets of Tenant. Further, Landlord's consent shall not be required for any offering in part) or in the event of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporationmortgage, or if Tenant is an unincorporated association or a partnership, the transfer, assignmentpledge, or hypothecation of Tenant's leasehold interest or grant of any stock concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder beyond any applicable cure period, Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest in such corporationwas hypothecated, association concessionee or partnership licensee or other occupant and, except to the extent set forth in the aggregate preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of in excess of fifty percent (50%) rent or application thereof by Landlord, however, shall be deemed an assignment within a waiver of these provisions or a release of Tenant from the meaning of this Article, except transfers in connection with further performance by Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its covenants, duties, or obligations under this Leasehereunder.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, 19.1 Tenant shall not voluntarily, involuntarily, assign or by operation of law assign, transfer, hypothecate, in any manner transfer this lease or otherwise encumber this Lease any estate or Tenant's interest therein, and shall not or sublet nor permit the use by others of the Demised Premises or any part thereof thereof, or grant any license, concession or other right of occupancy of any portion of the Demised Premises without first obtaining the prior written consent of Landlord. Landlord agrees that it will not withhold consent in each instance a wholly unreasonable and arbitrary manner (as further explained in Section 29.4 of this lease); however, in determining whether or not to grant its consent, Landlord shall be entitled to take into consideration factors such as Landlord's written consentdesired tenant mix, the reputation and net worth of the proposed transferee, and the then current market conditions (including market rentals). If consent is once given In addition, Landlord shall also be entitled to charge Tenant a reasonable fee for processing Tenant's request. Consent by Landlord to any such assignment, transfer, hypothecation one or subletting, such consent more assignments or sublettings shall not operate as a waiver of the necessity for obtaining Landlord's consent rights as to any subsequent assignmentassignments and sublettings. In all events, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such Landlord can refuse to consent to an assignment or transfer without Landlord's consent sublease if there shall be void and shall, at Landlord's option, constitute an Event exist any uncured default of Default Tenant or a matter which will become a default with the passage of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consenttime. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld 19.2 If Tenant is a corporation, partnership or delayed. Should Landlord withhold its consent for other entity and if at any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance time during the term of all this lease the covenants and conditions herein set forth by Tenant to be performed. No assignment person or transfer shall be effective persons who own a majority of either the outstanding voting rights or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations the outstanding ownership interests of Tenant under this Lease. 20.4 Notwithstanding anything to at the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all time of the assets execution of Tenant. The term "CONTROL" shall mean the this lease cease to own a majority of such voting rights or ownership interests (except as a result of at least 50% of the stock transfers by devise or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnershipdescent), the transfer, assignment, loss of a majority of such voting rights or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) ownership interests shall be deemed an assignment within the meaning of this Articlelease by Tenant and, except transfers therefore, subject in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice all respects to the provisions of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.Section

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4Without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, Tenant shall not voluntarily, involuntarily, or by operation of law assign, transfer, hypothecate, or otherwise encumber assign this Lease or Tenant's interest therein, and shall not sublet nor permit the use by others of sublease the Premises or grant any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord concession or license within the Premises, and any attempt to do any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent foregoing shall be void and shallof no effect; provided, at however, that Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express ’s prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for required in connection with any of the following reasons, (provided Tenant shall still provide Landlord with prior written notice and shall promptly provide Landlord with any information on the withholding shall be deemed to be reasonable:Assignee or the transaction as Landlord may reasonably request): (a) Conflict The public or private offering of the proposed use with other uses stock in the Building or CenterTenant; (b) Financial inadequacy An assignment in connection with the sale of all or substantially all of Tenant’s assets to a corporation or other entity whose tangible net worth satisfies Landlord’s then applicable requirements for leases of premises within the proposed subtenant or assigneeSite of a size and nature of use consistent with the Premises; (c) A proposed use which would diminish the reputation An assignment of this Lease or sublease of the Center Premises to a parent, or subsidiary or other affiliate of Tenant or to the other businesses located therein;surviving entity in the event of any merger or consolidation involving Tenant; or (d) A proposed use which would have a detrimental impact on Subleases of portions of the common facilities or Premises (not to exceed twenty-five percent (25%) of the other tenants area of the Premises in the Center. 20.3 Each assignee aggregate) to licensees, vendees or transferee independent contractors of Tenant in the ordinary course of Tenant’s business. If Landlord’s consent is required hereunder, Tenant shall agree reimburse Landlord for all of Landlord’s reasonable out-of-pocket expenses in connection with any assignment or sublease, not to assume exceed an amount equal to $1,000.00 per request. Notwithstanding any assignment or subletting, Tenant and be deemed to have assumed any guarantor or surety of Tenant’s obligations under this Lease shall at all times remain fully responsible and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, the Rent and for compliance with all of Tenant’s other obligations under this Lease (regardless of whether Landlord’s approval has been obtained for any such assignments or sublettings); provided, however, that in the due performance during event any such assignee has a tangible net worth at the term time of all the covenants assignment of $150,000,000.00 or more and conditions herein set forth positive net earnings for the preceding three (3) calendar quarters (with such financial information evidenced by such documentation as may be reasonably requested by Landlord), then Tenant to be performed. No assignment or transfer shall be released from all future duties and obligations under this Lease from and after the effective date of such assignment. In the event that the rent due and payable by a sublessee or binding on Landlord unless said assignee (or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee a combination of the rental payable under such sublease or transferee assuming all obligations of Tenant assignment plus any bonus or other consideration therefor or incident thereto) exceeds the Rent payable under this Lease. 20.4 Notwithstanding anything , then Tenant shall be bound and obligated to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of pay Landlord as Additional Rent hereunder fifty percent (50%) of all such excess rental and other excess consideration within ten (10) days following receipt thereof by Tenant after deduction of Tenant’s reasonable costs incurred in connection therewith. Without in any way limiting Landlord’s right to refuse to consent to any assignment of this Lease or sublease of the Premises, if Landlords consent is required hereunder, Landlord reserves the right to refuse to give such consent if in Landlord’s opinion (i) the Premises may be materially and adversely affected in any way; (ii) the business reputation of the proposed assignee or subtenant is unacceptable in the community in which the Premises is located; or (iii) the financial worth or creditworthiness of the proposed assignee is less than that which would be reasonably acceptable to Landlord if it were to enter into a new lease for the Premises directly with such assignee. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge or hypothecation of Tenant’s leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect Rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding Paragraph, apply the amount collected to the Rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of Rent for application thereof by Landlord, however, shall be deemed an assignment within a waiver of these provisions or a release of Tenant from the meaning further performance by Tenant of this Articleits covenants, except transfers in connection with Tenant becoming a publicly traded corporationduties or obligations hereunder. Tenant hereby acknowledges and agrees that any rejection by Tenant of the Lease in any bankruptcy case shall give Landlord prior written notice constitute a termination of all transfersthe Lease, which event shall also terminate any sublease of the Premises, whether in part or not consent is requiredin whole. Notwithstanding any such rejection, in the event that Tenant continues to occupy the Premises after such rejection, the parties agree that the most current Rent, as defined hereunder, shall and in no event shall Tenant be released from any does constitute the reasonable value for the occupancy of its obligations under this Leasethe Premises.

Assignment and Subletting. 20.1 Subject Service Provider shall have the right to the terms of Section 20.4transfer and assign in whole or in part, Tenant shall not voluntarily, involuntarily, or by operation of law or otherwise, its rights and obligations hereunder whenever Service Provider, in its sole judgment, deems it appropriate without any liability to Customer, and Customer shall attorn to any party to which Service Provider transfers its rights and obligations hereunder or the Building and that expressly assumes in writing Service Provider’s obligations hereunder. Any sale, conveyance or transfer of the Building or Project will operate to release Service Provider from liability from and after the effective date of such sale, conveyance, transfer or assignment upon all of the covenants, terms and conditions of this Service Agreement, express or implied, except for those liabilities that arose prior to the effective date of such sale, conveyance, transfer or assignment. After such effective date, Customer will look solely to Service Provider’s successor in interest under this Service Agreement, except for those liabilities that arose prior to the effective date of such sale, conveyance, transfer or assignment. Customer shall not assign, transfer, hypothecatemortgage, pledge or otherwise encumber this Lease Service Agreement, or Tenant's any interest thereinherein, and shall not sublet nor permit the use by others of the Premises or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord thereof, or any right or privilege appurtenant thereto, or permit any other party to occupy or use the Premises, or any such assignmentportion thereof, transferother than consultants, hypothecation vendors, attorneys and other persons providing goods or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent services to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of lawCustomer, without Landlord's express the prior written consent. 20.2 The consent of Landlord required under Section 20.1 above Service Provider, which consent shall not be unreasonably withheld. The Service Provider’s consent shall not be considered unreasonably withheld if: (i) the proposed subtenant’s or delayed. Should Landlord withhold its consent assignee’s financial responsibility does not meet the same criteria Service Provider uses to select comparable Building tenants; (ii) the proposed subtenant’s or assignee’s business is different from Customer’s and is not suitable for any the Building considering the business of the following reasonsother tenants and the Building’s prestige; or (iii) the proposed use is inconsistent with the use permitted by Section 3. Whether or not Service Provider consents to any proposed assignment or subletting of any portion of the Premises, Customer shall timely pay Service Provider’s reasonable professional fees (including, without limitation, legal, architectural, engineering, and consulting fees) incurred by Service Provider in connection with such proposed assignment or subletting, not to exceed $5,000 per assignment or subletting (“Sublease/Assignment Professional Fees”). The Sublease/Assignment Professional Fees shall, at Service Provider’s option, be paid by Customer (a) prior to Service Provider’s denial or execution of a consent to the withholding proposed assignment or subletting or (b) within ten (10) days of Customer’s receipt of an invoice from Service Provider for such fees. A “Change in Control” of Customer shall be deemed for purposes of this Service Agreement to constitute an assignment of this Service Agreement by Customer which shall require the consent of Service Provider and entitle Service Provider to exercise its options as provided hereunder. As used in this Section, a “Change in Control” shall be deemed to be reasonable: have occurred when: (ax) Conflict any person, after the date hereof, acquires directly or indirectly the Beneficial Ownership (as defined in Section 13(d) of the proposed use Securities Exchange Act of 1934, as amended) of any voting interests or equity interests of Customer and immediately after such acquisition such person is, directly or indirectly, the Beneficial Owner of voting or equity interests representing 50% or more of the total voting interest or equity interest of all of the then-outstanding equity interests or voting interests of Customer; (y) the stockholders, partners, members or other equity holders of Customer shall approve a merger, consolidation, recapitalization, or reorganization of Customer, or consummation of any such transaction if equity holder approval is not sought or obtained; or (z) the stockholders, partners, members or other equity holders of Customer shall approve a plan of complete liquidation of Customer or an agreement for the sale or disposition by Customer of all or a substantial portion of Customer’s assets (i.e., 50% or more of the total assets of Customer). If Customer desires to assign this Service Agreement or sublease the Premises other than in connection with other uses a Permitted Assignment, defined below, Customer shall provide Service Provider notice in writing at least thirty (30) days in advance of the Building date on which Customer desires such assignment or Center; sublease to take effect. Customer’s notice shall include (bA) Financial inadequacy the name and address of the proposed subtenant or assignee; ; (cB) A proposed use which would diminish the reputation nature of the Center proposed subtenant’s or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants assignee’s business it will operate in the Center. 20.3 Each assignee Premises; (C) the terms of the proposed sublease or transferee assignment; and (D) reasonable financial information so that Service Provider can evaluate the proposed subtenant or assignee. Service Provider shall, within thirty (30) days after receiving such information, give written notice to the Customer to (i) permit or deny the proposed sublease or assignment or (ii) terminate this Service Agreement as to the space so affected as of the date specified in Customer’s notice (and as to option (ii) only, Customer will be relieved of all further obligations hereunder as to the terminated space). If Service Provider does not give notice within the thirty (30) day period, then Service Provider shall agree to assume and be deemed to have assumed this Lease consented to the sublease or assignment upon the terms provided in Customer’s notice. Notwithstanding an assignment or subletting (i) subleases and assignments by Customer shall be and subject to the terms of this Service Agreement; (ii) Customer shall remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets obligations of Tenant. The term "CONTROL" shall mean “Customer” under this Service Agreement; (iii) consent to one sublease or assignment does not waive the ownership of at least 50% of the stock consent requirement for future assignments or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of subleases; and (iv) fifty percent (50%) shall be deemed of the consideration received by Customer from an assignment or sublease that exceeds the amount Customer must pay Service Provider hereunder, excluding reasonable leasing commissions paid by Customer, payments attributable to the amortization of the cost of improvements made to the Premises at Customer’s cost for the assignee or sublessee, and other reasonable, out-of-pocket costs paid by Customer directly related to Customer’s obtaining an assignee or sublessee, shall also be paid to Service Provider. Customer shall pay such amount to Service Provider at the beginning of each calendar month. Service Provider shall have the right to audit Customer’s books and records to verify the accuracy of the payments under this Section. If the proposed sublessee or assignee is approved by Service Provider and Customer fails to enter into the sublease or assignment with the approved sublessee or assignee within ninety (90) days after the meaning date Customer submitted its proposal to Service Provider, then Service Provider’s approval shall expire, and Customer must comply again with the conditions of this ArticleSection. Notwithstanding the giving by Service Provider of its consent to any sublease or assignment with respect to the Premises, no sublessee or assignee may exercise any renewal options, expansion options, rights of first refusal or similar rights except transfers in connection accordance with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior separate written notice agreement entered into directly between the Service Provider and such sublessee or assignee provided Customer continues to be liable for the performance of all transfersobligations hereunder, whether as increased or otherwise affected by the exercise of such rights. Customer may not consent is requiredexercise any renewal options, and in no event shall Tenant be released from any expansion options, rights of first refusal or similar rights under this Service Agreement if Customer has assigned all of its obligations under interest in this LeaseService Agreement.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, (a) Tenant shall not voluntarilyassign, involuntarilymortgage, pledge or encumber this Lease, the Premises, or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's interest therein, and shall not sublet nor permit the use by others of the Premises or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest thereinin the whole or in any portion thereof, be assignable as to Tenant's interest by operation of lawdirectly or indirectly, without Landlord's express the prior written consent. 20.2 The consent of Landlord required under Section 20.1 above Landlord, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Should Landlord withhold its consent for any of the following reasons; provided, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here underhowever, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding notwithstanding anything to the contrary contained herein, Tenant shall be permitted to assign this Lease, without the consent of Landlord's consent shall not be required for any assignment, transfer (i) to a corporation into which Tenant may merge, which Tenant may acquire, or sublease which Tenant may consolidate with, (ii) to any entity which controlsparent, is controlled by subsidiary or under common control with affiliate of Tenant, or (iii) to any entity resulting from a reorganization, merger or sale purchaser of substantially all of Tenant’s assets or a controlling interest in the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the outstanding voting stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, makes any such assignment, mortgage, pledge or hypothecation encumbrance with Landlord’s written consent or as otherwise allowed herein, Tenant will still remain primarily liable for the performance of all terms of this Lease, unless otherwise agreed by Landlord and Tenant. Landlord’s consent to one assignment will not waive the requirement of its consent to any stock or interest subsequent assignment as required herein. (b) Tenant shall have the right to sublease any portion of the Premises without Landlord’s consent provided that: (i) the Tenant shall remain liable for each and every obligation of Tenant set forth in such corporation, association or partnership in the aggregate of in excess of fifty percent this Lease; (50%ii) Tenant shall be deemed an assignment within responsible for any breaches or actions or inactions of each and every subtenant; and (iii) the meaning of this Articleinsurance policies required herein shall remain applicable to the entire Premises, except transfers in connection with Tenant becoming a publicly traded corporationincluding any subleased portions thereof. Tenant shall give furnish to Landlord, from time to time, a copy of any subleases affecting the Premises after the same are executed and delivered, so that Landlord prior written notice is apprised of the occupants of the Premises at all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Leasetimes.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, Tenant shall not voluntarily, involuntarily, or by operation of law assign, transfer, hypothecate, or otherwise encumber assign this Lease or Tenant's interest therein, and shall not sublet nor permit the use by others of the Premises or any part thereof or allow the Premises or any part thereof to be used by another without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord’s refusal of consent shall be deemed reasonable (without in each instance any way restricting Landlord's written consent’s right to refuse its consent on other reasonable grounds) where the assignee, subtenant or user proposed by Tenant is not satisfactory to Landlord as regards reputation, business experience or type and quality of business to be carried on in or from the Premises, where Landlord has reasonable grounds to believe that the assignee, subtenant or user proposed by Tenant is not sufficiently financially responsible to fulfil all of its obligations, including, without limiting the generality of the foregoing, Tenant’s obligations to Landlord under and in virtue of this Lease, where the assignee, subtenant or user proposed by Tenant is then a tenant of the Building and Landlord has or will have during the next ensuing six (6) months suitable space for rent in the Building, where the intended use of the Premises by the proposed assignee, subtenant or user conflicts with exclusive rights granted other tenants or occupants of the Building, where the proposed assignee, subtenant or user does not intend to bona fide physically occupy and carry on business from the Premises or when the proposed assignment, sublease or use is made prior to Tenant physically and bona fide occupying and carrying on business from the Premises. If The consent is once given by of Landlord to any such assignment, transfer, hypothecation sublease or subletting, such consent use shall not operate as constitute a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, this clause and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonable: permit any further assignment, sublease or use by another. As an alternative to such consent (a) Conflict of and without being obliged or affecting its other rights), Landlord shall have the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree right to assume and be deemed to have assumed cancel this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here underPremises (or, as the case may be, for that portion thereof that Tenant seeks to sublet or allow to be used by another) as, of, and for from the due performance during date Tenant wishes to assign this Lease or sublet the term of all the covenants and conditions herein set forth Premises or permit their use by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Leaseanother. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, Tenant shall not not, voluntarily, involuntarilyby ------------------------- operation of law, or by operation of law otherwise, assign, transfer, hypothecatemortgage, pledge, or otherwise encumber this Lease or Tenant's interest therein, and shall not sublet nor permit the use by others of sublease the Premises or any part thereof thereof, or suffer any person other than Tenant, its employees, agents, servants and invitees to occupy or use the Premises or any portion thereof, without first obtaining in each instance the express prior written consent of Landlord which will not be unreasonably withheld. Any attempt to do any of the foregoing without such written consent shall be null and void and of no effect and shall further constitute a material default under this Lease. If Tenant so requests Landlord's written consent, said request shall be in writing specifying the identity of the proposed transferee, the duration of said desired sublease or assignment, the date same is to occur, the exact location of the space affected thereby and the proposed rentals on a square foot basis chargeable thereunder, and shall be submitted to Landlord at least thirty (30) days in advance of the date on which Tenant desires to make such assignment or sublease or allow such occupancy or use. Upon such request Landlord may, with reasonable business judgment, (a) grant such consent subject to Landlord's approval of the assignee, transferee, subtenant, or mortgagee, or (b) deny such consent. If Landlord does not give such consent in writing within fifteen (15) days of the date such consent is once given by Landlord to any such assignmentrequested, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without then Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of deemed to have been denied. In no event may Tenant assign this Lease. This Lease shall not, nor shall or sublease the Premises or any interest therein, be assignable as portion thereof to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall any party whose operations in the Project would not be unreasonably withheld in keeping with, or delayed. Should Landlord withhold its consent for any of the following reasonswould detract from, the withholding shall be deemed to be reasonable: (a) Conflict operations of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each Project. Tenant shall advise Landlord within thirty (30) days of any change in a majority of the voting rights or other controlling rights or interests of Tenant. In any situation in which Landlord consents to an assignment or sublease hereunder. Tenant shall promptly deliver to Landlord a fully executed copy of the final sublease agreement or assignment instrument and all ancillary agreements relating thereto. No assignment shall be effective unless the assignee or transferee shall agree has agreed within the assignment instrument to assume the obligations of Tenant hereunder and to be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for personally bound by all of the payment of all rents due here undercovenants, and for the due performance during the term of all the covenants terms and conditions herein set forth by hereof on the part of Tenant to be performed. No assignment performed or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Leaseobserved hereunder. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, (a) Tenant shall not voluntarilyhave the right to assign, involuntarilysublet, transfer or encumber this lease, or any interest therein, without the prior written consent of Landlord. Any attempted assignment, subletting, transfer or encumbrance by operation Tenant in violation of law assignthe terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, transfer, hypothecate, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or otherwise encumber this Lease or other proceeds of any other transfer of Tenant's interest thereinin this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall not sublet nor permit be for an amount equal to the use then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by others assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the Premises occurrence of an "event of default" as hereinafter defined, If the premises or any part thereof without first obtaining are then assigned or sublet, Landlord, in each instance Landlord's written consent. If consent is once given by Landlord addition to any other remedies herein provided, as provided by law, may at its option collect directly from such assignment, transfer, hypothecation assignee or subletting, subtenant all rents becoming due to Tenant under such consent shall not operate as a waiver of the necessity assignment or sublease and apply such rent against any sums due to Landlord for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or subleaseTenant hereunder, and no assignment such collection shall be construed to constitute a novation or a release of Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event the further performance of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consentobligations hereunder. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy If this lease is assigned to any person or entity pursuant to the provisions of the proposed subtenant Bankruptcy Code 11 U.S.C. 101 et seq., (The "Bankruptcy Code"), any and all monies or assignee;other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of the Landlord and be promptly paid or delivered to Landlord. (c) A proposed use Any person or entity to which would diminish this lease is assigned pursuant to the reputation provisions of the Center Bankruptcy Code, shall be deemed, without further act or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed deed, to have assumed all of the obligations arising under this Lease lease on and after the date of such assignment. Any such assignee shall be upon demand execute and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Leaseinstrument confirming such assumption. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject 7.1 Tenant shall not assign, transfer or otherwise encumber (collectively, “assign”) this Lease or all or any of Tenant’s rights hereunder or interest herein, or sublet or permit anyone to use or occupy (collectively, “sublet”) the Premises or any part thereof, without obtaining the prior written consent of Landlord, which consent may be withheld or granted in Landlord’s reasonable discretion (subject to the remainder of this Article VII). Notwithstanding any of the foregoing to the contrary, provided no Event of Default exists under this Lease, and subject to Landlord’s rights and Tenant’s obligations pursuant to the terms, conditions and provisions of Sections 7.3, 7.4 and 7.5 below, Landlord shall not unreasonably withhold, condition or delay its consent to any proposed subletting of the entire or any portion of the Premises or assignment of the Lease in its entirety; provided, however, that Landlord shall respond to Tenant’s request (by approving or disapproving same) within twenty (20) days after receiving Tenant’s Sublease Request Notice. If Landlord denies consent to the proposed sublet or assignment, Landlord’s notice shall specify the reasons for Landlord’s disapproval. If Landlord fails to respond within such twenty (20) day period, Tenant may deliver a written notice to Landlord, demanding that Landlord either Table of Contents deny or grant consent to its request. If Landlord fails to respond within ten (10) business days after receipt of such written notice, Landlord shall be deemed to have approved the sublet or assignment, as the case may be. For purposes of the immediately preceding sentence, it shall be reasonable for Landlord to withhold its consent if, for example: (i) the proposed subtenant or assignee is engaged in a business, or the Premises will be used in a manner, that is inconsistent with the first-class image of the Building; or (ii) Landlord is not reasonably satisfied with the financial condition of the proposed subtenant or assignee; or (iii) the proposed use of the Premises is not in compliance with the terms, conditions and provisions of Article VI hereof, or is not compatible with the other uses within, and the terms of Section 20.4other leases with respect to, the Building; or (iv) such proposed sublease or assignment would cause the aggregate number of rentable square feet sublet or assigned under such sublease and all other subleases with respect to the Premises to exceed fifty percent (50%) of the total number of rentable square feet in the Premises as of the Lease Commencement Date; or (v) the initial Tenant does not remain fully liable as a primary obligor for the payment of all rent and other charges payable by Tenant under this Lease and for the performance of all other obligations of Tenant under this Lease; or (vi) the proposed subtenant or assignee is a governmental or quasi-governmental agency; or (vii) the holders of Mortgages encumbering the Building shall not voluntarilyfail to consent (Landlord hereby agreeing to use commercially reasonable efforts to obtain such consent if Landlord approves such transaction); or (viii) the proposed subtenant or assignee is either (A) an existing tenant of the Building (or any parent, involuntarilysubsidiary or affiliate thereof) if Landlord has adequate space available in the Building for a comparable term, or (B) for a period of forty-five (45) days following the submission of a written proposal for the lease of space (and thereafter if a mutual agreement such as a letter of intent is executed within such period), any other person or entity with which Landlord is in the process of negotiating for the rental of space in the Building that is still available as of the date of Tenant’s Sublease Request Notice. No assignment or right of occupancy hereunder may be effectuated by operation of law assign, transfer, hypothecate, or otherwise encumber without the prior written consent of Landlord. Any attempted assignment, transfer or other encumbrance of this Lease or all or any of Tenant's ’s rights hereunder or interest thereinherein, and shall not any sublet nor permit the or permission to use by others of or occupy the Premises or any part thereof without first obtaining not in each instance Landlord's written consentaccordance with this Article VII, shall be void and of no force or effect. If consent is once given by Landlord to any such assignment, transfer, hypothecation Any assignment or subletting, such Landlord’s consent thereto, the listing or posting of any name other than Tenant’s, or Landlord’s collection or acceptance of rent from any assignee or subtenant shall not operate be construed either as waiving or releasing Tenant from any of its liabilities or obligations under this Lease as a waiver principal and not as a guarantor or surety, or as relieving Tenant or any assignee or subtenant from the obligation of the necessity for obtaining Landlord's ’s prior written consent to any subsequent assignment or subletting. As security for this Lease, Tenant hereby assigns to Landlord the rent due from any assignee or subtenant of Tenant. During any period that there exists an uncured Event of Default under this Lease, Tenant hereby authorizes each such assignee or subtenant to pay said rent directly to Landlord upon receipt of notice from Landlord specifying same. Landlord’s collection of such rent shall not be construed as an acceptance of such assignee or subtenant as a tenant. Tenant shall not mortgage, pledge, hypothecate or encumber (hereinafter, collectively “mortgage”) this Lease without Landlord’s prior written consent, which consent may be granted or withheld in Landlord’s sole and absolute discretion. Tenant shall pay to Landlord an administrative fee equal to seven hundred fifty dollars ($750.00) plus all other actual, reasonable, out-of-pocket costs and reasonable third party expenses (including reasonable attorneys’ fees and accounting costs) incurred by Landlord in connection with Tenant’s request for Landlord to give its consent to any assignment, transfersubletting, hypothecation or mortgage with respect to an assignee, subtenant or mortgagee that is not an Affiliate of the Tenant, and Landlord’s receipt of such sum shall be a condition to Landlord providing such consent. Any sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and mortgage shall, at Landlord's ’s option, constitute an be effected on forms reasonably acceptable to the Landlord. Tenant shall deliver to Landlord a fully-executed copy of each agreement evidencing a sublease, assignment or mortgage, and Landlord’s consent thereto, within ten (10) days after execution thereof. 7.2 Notwithstanding anything contained in this Article VII to the contrary, provided no Event of Default exists hereunder, Tenant may, upon not less than ten (10) days’ prior written notice to Landlord (which notice shall contain a written certificate from Tenant stating the legal and beneficial relationship of this Lease. This Lease shall notTenant and the proposed assignee, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, transferee or subtenant) but without Landlord's express ’s prior written consent. 20.2 The consent of Landlord required under and without being subject to Landlord’s rights and Tenant’s obligations set forth in Section 20.1 above shall not be unreasonably withheld 7.4 and Section 7.5 below, assign or delayed. Should Landlord withhold transfer its consent for entire interest in this Lease or sublease the entire or any portion of the following reasonsPremises to an Affiliate of Tenant. In the event of any such assignment or subletting, the withholding Tenant shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have remain fully liable as a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant primary obligor for the payment of all rents due here under, rent and other charges required hereunder and for the due performance of all obligations to be performed by Tenant hereunder. 7.3 If at any time during the term of Lease Term Tenant desires to assign, sublet or mortgage all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning part of this ArticleLease or the Premises, except transfers then in connection with Tenant becoming a publicly traded corporation. Tenant’s request to Landlord for Landlord’s consent where required, Tenant shall give to Landlord prior written notice a Tenant’s Sublease Request Notice. 7.4 In the event of all transfersan assignment wherein the assignee posts a substitute letter of credit in the amount of the Security Deposit, whether or not consent is required, and in no event shall Tenant be released from any Landlord agrees to thereafter promptly return Tenant’s letter of its obligations under this Leasecredit to Tenant.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, 18.1 Tenant shall not, without the prior written consent of Landlord, which consent shall not voluntarilybe unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, involuntarilyconvey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law assign, transfer, hypothecate, law; or otherwise encumber this Lease or Tenant's interest therein, and shall not sublet nor (b) permit the use by others of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without first obtaining in each instance the prior written consent of Landlord shall, at Landlord's written consent’s option, be void and of no effect. If Landlord’s consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent Transfer shall not operate as constitute a waiver of the necessity for obtaining Landlord's ’s right to withhold its consent to any subsequent future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment, transfer, hypothecation . The voluntary or sublease, and no assignment other surrender of this Lease by Tenant or a mutual cancellation hereof shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void not work a merger and shall, at the option of Landlord's option, constitute terminate all or any existing sublease or may, at the option of Landlord, operate as an Event assignment to Landlord of Default Tenant’s interest in any or all such subleases. 18.2 For purposes of this Lease. This Lease , the term “Transfer” shall notalso include (i) if a Tenant is a partnership or limited liability company, nor shall any interest thereinthe withdrawal or change, be assignable as to Tenant's interest voluntary, involuntary or by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed or more of the partners, members or managers thereof, or transfer of twenty-five percent (25%) or more of partnership or membership interests therein within a twelve (12) month period, or the dissolution of the partnership or the limited liability company without immediate reconstitution thereof, and (ii) if Tenant is a corporation whose stock is not publicly held and not traded through an assignment exchange or over the counter or any other form of entity, (A) the dissolution, merger, consolidation or other reorganization of Tenant, the sale or other transfer of more than an aggregate of fifty percent (50%) of the voting shares or other interests of or in Tenant (other than to immediate family members by reason of gift or death), within a twelve (12) month period, or (B) the meaning sale, mortgage, hypothecation or pledge of this Article, except transfers more than an aggregate of fifty percent (50%) of the value of the unencumbered assets of Tenant (other than in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or bona fide transaction with a third party that is not entered into as a subterfuge to avoid the obligation to obtain Landlord’s consent is required, and in no event shall Tenant be released from any of its obligations under this LeaseArticle 18) within a twelve (12) month period.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, Tenant A. Lessee shall not voluntarily, involuntarily, transfer or by operation of law assign, transfer, hypothecate, or otherwise encumber assign this Lease or Tenant's interest therein, and shall not any right under it nor sublet nor permit the use by others of the Premises or any part thereof without first obtaining of the Premises, nor convey, mortgage, pledge, encumber or otherwise grant any interest, privilege or license whatsoever in each instance Landlord's connection with this Lease or the Premises, except with the prior written consentconsent of Lessor, which consent may not be unreasonably withheld. If consent is once given Consent by Landlord Lessor to any such assignmentone (I) or more assignments, transfer, hypothecation sublettings or subletting, such consent encumbrances shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfersubletting or encumbrance, hypothecation or sublease, and no assignment each of which shall release Tenant from any liability hereunderrequire Lessor's separate consent. Any such and all costs incurred in connection with the permitted assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default subletting of this Lease. This , including attorney review fees or the permitted grant of any encumbrance or other interest in connection with this Lease or the Premises shall notbe paid by the Lessee, nor which sums shall any interest therein, be assignable as added to Tenant's interest by operation and become a part of law, without Landlord's express prior written consentthe Additional Rent. 20.2 The consent B. In the event of Landlord required under Section 20.1 above a permitted assignment of this Lease, or subletting of the Premises, Lessee shall remain fully liable and shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for released from ▇▇▇▇▇▇'s obligations hereunder should any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree sublessee fail to assume fully and be deemed to have assumed this Lease faithfully perform each and shall be and remain liable jointly and severally with Tenant for every of Lessee's covenants herein contained, including without limitation, the payment of all rents due here underMonthly Rent and any Additional Rent as and when due. C. For purposes of this section, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment sale or transfer of more than Twenty-Five percent (25%) of the ownership interest in and to the Lessee shall be effective constitute an assignment of the Lease requiring the consent of Lessor. D. Notwithstanding anything contained herein to the contrary, should Lessee desire to assign the Lease or binding on Landlord unless said sublease the Premises, Lessor shall have the right, but not the obligation, to cancel or terminate the Lease and deal with ▇▇▇▇▇▇'s prospective assignee or transferee shallsublessee directly and without any obligation to Lessee. In this event, concurrently, deliver ▇▇▇▇▇▇'s future obligations to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant Lessor under this LeaseLease shall terminate in accordance with ▇▇▇▇▇▇'s written exercise of such right. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, (a) Tenant shall may not voluntarily, involuntarilyassign this Lease, or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's any interest therein, and may not sublet the said Premises, or any right or privilege appurtenant thereto, or suffer any other person (the agents, employees and servants of Tenant excepted) to occupy or use the Premises, or any portion thereof, without the written consent of Landlord first had and obtained, and a consent to one assignment, subletting, occupation or use by any other person, shall not sublet nor permit the use by others of the Premises or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord be deemed to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as be a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfersubletting, hypothecation occupation or sublease, and no assignment shall release Tenant from use by another person. Landlord may withhold its consent arbitrarily for any liability hereundersublease of less than the entire Premises. Any such assignment or transfer subletting without Landlord's such consent shall be void void, and shall, at the option of Landlord's option, constitute an Event of Default of terminate this Lease. This Lease shall not, nor shall any interest therein, be assignable assignable, as to the interest of Tenant's interest , by operation of law, without the written consent of Landlord's express prior written consent. 20.2 (b) The consent of Landlord required under Section 20.1 13.1 (a) above shall may not be unreasonably withheld withheld, conditioned or delayed. Should , provided, should Landlord withhold its consent for any of the following reasons, the which list is not exclusive, such withholding shall be deemed to be reasonable: (ai) Conflict Any use which would be a violation of an exclusive use or other prohibited or restricted use pursuant to the terms of any other agreement between Landlord and any other tenant or occupant of the Shopping Center in effect as of such date; provided, however, nothing in this Section 19(b)(i) shall prevent the use of the Premises as permitted in the Face Page; (ii) Incompatibility of the proposed use with other uses in Landlord’s desired tenant mix within the Building or Shopping Center; (biii) Financial inadequacy of the proposed subtenant sublessee or assignee; (civ) A proposed Any non-retail use or a retail use which would diminish the reputation of the Center or the other businesses located thereinis not commonly found in similar first class shopping centers; (dv) A Wherein the percentage rent clause herein is not suitable for the proposed new assignee or sublessee in that either-(x) their volume could reasonably be expected to be less than that of Tenant hereunder or-(y)-the -proposed-use is the type of use which would generally pays percentage rent; NGOP - Bank of Oak Ridge 9 13 04 (vi) The proposed transferee does not have a detrimental impact on at least five (5) years recent experience successfully operating the common facilities same or substantially similar type business as the other tenants proposed use; and (vii) If Tenant is then in default of the Center. 20.3 Each assignee performance or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for observance of any of the payment terms or provisions of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 (c) Notwithstanding anything the foregoing, the following conditions shall apply to the contrary hereinany proposed assignment or sublease hereunder: (i) Each and every covenant, Landlord's consent condition, or obligation imposed upon Tenant by this Lease and each and every right, remedy, or benefit afforded Landlord by this Lease shall not be required impaired or diminished as a result of such assignment or sublease; (ii) Tenant shall assign to Landlord any- and all consideration paid directly or indirectly for the assignment by Tenant to the assignee of Tenant’s leasehold interest or any assignment, transfer or sublease to any entity and all sub rentals payable by subtenants which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all are in excess of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant •Minimum Rent provided herein (computed on the public market or any open market transactions involving the stock of Tenant. a square foot basis); (iii) If Tenant is a corporation which is not deemed a publicly traded public corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, assignment or hypothecation or of any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty twenty-five percent (5025%) shall be deemed an assignment within this Paragraph; (iv) Tenant shall reimburse Landlord as additional rent for Landlord’s reasonable costs and attorney’s fees incurred in conjunction with the meaning processing and documentation of any such requested assignment, subletting, transfer, change of ownership or hypothecation of this Article, except transfers Lease or Tenant’s interest in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.to the Premises;

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, (a) Tenant shall not voluntarily, involuntarily, or by operation of law assign, transfer, hypothecate, mortgage or otherwise encumber this Lease or Tenant's its interest therein, or sublet, rent or permit anyone to occupy the Premises, or any part thereof, without giving Landlord fifteen (15) business days' prior written notice of Tenant's intention to assign or sublet the Premises and obtaining the prior written consent of Landlord. Landlord shall not sublet nor permit the use by others withhold or delay its consent to any assignment of this Lease or a sublease of the Premises or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any if all of the following reasonsconditions have been satisfied: (i) Tenant shall have demonstrated, to Landlord's satisfaction, that the use of the Premises shall comply with the terms of this Lease and that, in the case of an assignment, the withholding shall be deemed to be reasonable: (a) Conflict credit-worthiness of the proposed use with other uses in the Building or Center; (b) Financial inadequacy assignee is comparable to that of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each Complex for similar leases in space of similar size or quality; (ii) the form and content of any assignment or sublease documents shall have been reasonably approved by Landlord and its counsel; (iii) Tenant shall have reimbursed Landlord for any reasonable attorneys' fees and expenses incurred by Landlord in connection with such assignment or sublease; and (iv) the assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for subtenant is not a tenant in the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performedComplex unless Landlord confirms that there is no prime office space available. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease., Landlord may condition its consent to a proposed assignment upon

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, (a) Tenant shall not voluntarilysublet the Leased Premises, involuntarilynor any part thereof, or by operation of law nor assign, transfer, hypothecate, or otherwise encumber dispose of this Lease or Tenant's any interest therein, and shall not sublet nor permit the use by others of the Premises or any part thereof thereof, without first obtaining Landlord's prior written consent in each instance of the foregoing cases, which consent, however, to an assignment of this Lease may be withheld or granted in Landlord's written consentsole discretion, or a subletting of the Leased Premises shall not be unreasonably withheld, provided the following conditions are complied with: (i) Any assignment shall transfer to the assignee all of the Tenant's rights in, and interests under, this Lease. (ii) At the time of any assignment and/or subletting this Lease must be in full force and effect without any breach or default thereunder on the part of the Tenant. (iii) Any assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease including any accrued obligations at the time of the assignment. If A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by the assignee, together with a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing such assumption agreement, shall be sent to Landlord within ten (10) days from the effective date of such assignment. (iv) A copy of any sublease fully executed and acknowledged by the Tenant and the sublessee, shall be mailed to Landlord within ten (10) days from effective date of such subletting. (v) Such assignment and/or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease and the Tenant/assignor (and any guarantor(s) of this Lease) and such assignee(s) shall continue to be and remain liable hereunder, it being expressly understood and agreed that no assignment or subletting of the Leased Premises shall, in any way, relieve Tenant or any subsequent assignee(s) from the performance of any of the agreements, terms, covenants and conditions of this Lease, (vi) Each sublease permitted under this Section shall contain provisions to the effect that (A) such sublease is only for the actual use and occupancy by the sublessee and (B) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord thereunder, and (C) in the event this Lease shall terminate before the expiration of such sublease, the subtenant thereunder will, at Landlords option, attorn to Landlord and waive any rights the subtenant may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. (b) Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent is once given by Landlord to any such assignmentassignment of this Lease no assignee shall further assign its interest in this Lease nor sublease the Leased Premises, transferor any portion thereof, hypothecation except in accordance with the provisions of this Section 17. (c) Notwithstanding anything contained in this Lease to the contrary, should Tenant desire to assign this Lease or subletting, such consent shall not operate as a waiver sublet more than fifty (50%) percent of the necessity for obtaining net rental square footage of the main building or any other portion of the Leased Premises, it shall give written notice of its intention to do so to Landlord sixty (60) days or more before the effective date of such proposed subletting or assignment and Landlord may, at any time within thirty (30) days after the receipt of such notice from Tenant, cancel this Lease by giving Tenant written notice of its intention to do so, in which event such cancellation shall become effective upon the date specified by Landlord, but not less than thirty (30) days nor more than ninety (90) days after its receipt by Tenant, with the same force and effect as if said cancellation date were the date originally set forth as the expiration date of the term of this Lease. Landlord may enter into a direct lease with the proposed subtenant or assignee or with any other persons as Landlord may desire. (d) Tenant's failure to comply with all of the provisions and conditions of this Section 17 and all of the subsections hereof shall (whether or not Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shallis required under this Section), at Landlord's option, constitute an Event render any purported assignment or subletting null and void and of Default of this Lease. This Lease shall notno force and effect. (e) In the event that Tenant hereunder or any "Guarantors" (hereinafter defined) shall, nor shall at any interest thereintime, be assignable as a corporation, no change shall occur in the majority ownership of and/or the power to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any vote the majority of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the outstanding capital stock of Tenant on (or such Guarantors) without the public market prior written consent of Landlord, unless Tenant or any open market transactions involving the stock of Tenant. If Tenant such guarantor is not a publicly traded corporation, or if Tenant is an unincorporated association or company on a partnership, the transfer, assignment, or hypothecation or any nationally recognized stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Leaseexchange.

Assignment and Subletting. 20.1 Subject to the terms of 12.1 Except in connection with a Permitted Transfer (defined in Section 20.412.4 below), Tenant shall not voluntarily, involuntarily, or by operation of law assign, transfersublease, hypothecate, transfer or otherwise encumber any interest in this Lease or Tenant's interest therein, and shall not sublet nor permit the allow any third party to use by others all or any portion of the Premises (collectively or any part thereof individually, a “Transfer”) without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above Landlord, which consent shall not be unreasonably withheld or delayed. Should Without limitation, it is agreed that Landlord’s consent shall not be considered unreasonably withheld if: (1) in the event of a proposed assignment, the proposed transferee’s financial condition does not meet Landlord’s reasonable criteria used to select Building tenants having similar leasehold obligations; (2) the use of the Premises by the proposed transferee is not substantially the same as Tenant’s use of the Premises (3) the proposed transferee is a governmental agency, or occupant of the Property with whom Landlord withhold is then negotiating for other space in the Building; or (4) Tenant is in default after the expiration of the notice and cure periods in this lease. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent for any of the following reasons, the withholding to a proposed Transfer and Tenant’s sole remedy shall be deemed an action to be reasonable: (a) Conflict enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee Article shall, concurrentlyat Landlord’s option, deliver be void. Consent by Landlord to Landlord an assumption agreement by said assignee one or transferee assuming all obligations more Transfer(s) shall not operate as a waiver of Landlord’s rights to approve any subsequent Transfers. In no event shall any Transfer or Permitted Transfer release or relieve Tenant from any obligation under this Lease. 20.4 12.2 As part of its request for Landlord’s consent to a Transfer, Tenant shall provide Landlord with financial statements for the proposed transferee (in the event of a proposed assignment), a complete copy of the proposed assignment, sublease and other contractual documents and such other information as Landlord may reasonably request. Landlord shall, by written notice to Tenant within fifteen (15) business days of its receipt of the required information and documentation, either consent to the Transfer by the CONOCO ▇▇▇▇▇▇▇▇, 1144 EASTLAKE LEASE PAGE 8 SEPTEMBER 12, 2003 execution of a consent agreement in a form reasonably designated by Landlord or reasonably refuse to consent to the Transfer in writing. Tenant shall pay Landlord a review fee not exceeding $1,500.00 for Landlord’s review of any Permitted Transfer or requested Transfer for its actual reasonable costs and expenses (including reasonable attorney’s fees). 12.3 Tenant shall pay Landlord fifty percent (50%) of all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer. Tenant shall pay Landlord for Landlord’s share of any excess within thirty (30) days after Tenant’s receipt of such excess consideration. If Tenant is in Monetary Default (defined in Section 19.1 below), Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of any payments received (less Landlord’s share of any excess). 12.4 Notwithstanding anything to the contrary hereincontained in this Lease. Tenant may assign its entire interest under this Lease to a successor to Tenant by purchase, merger, consolidation or reorganization without the consent of Landlord's consent , provided that all of the following conditions are satisfied (a “Permitted Transfer”); (1) Tenant is not in default under this Lease beyond applicable notice and cure periods; (2) Tenant’s successor shall not be required for any assignment, transfer own all or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.;

Assignment and Subletting. 20.1 Subject 7.1 Tenant shall not assign, transfer or otherwise encumber (collectively, “assign”) this Lease or all or any of Tenant’s rights hereunder or interest herein, or sublet or permit anyone to use or occupy (collectively, “sublet”) the Premises or any part thereof, without obtaining the prior written consent of Landlord, which consent may not be unreasonably withheld by Landlord (subject to the remainder of this Article VII). Notwithstanding any of the foregoing to the contrary, provided no Event of Default exists under this Lease, and subject to Landlord’s rights and Tenant’s obligations pursuant to Sections 7.3, 7.4 and 7.5 below, Landlord shall not unreasonably withhold, condition or delay its consent to any proposed subletting of the entire or any portion of the Premises or assignment of the Lease in its entirety. For purposes of the immediately preceding sentence, it shall be reasonable for Landlord to withhold its consent if, for example: (i) the proposed subtenant or assignee is engaged in a business, or the Premises will be used in a manner, that is inconsistent with the first-class image of the Building; or (ii) Landlord is not reasonably satisfied with the financial condition of the proposed subtenant or assignee; or (iii) the proposed use of the Premises is not in compliance with Article VI or is not compatible with the other uses within, and the terms of Section 20.4other leases with respect to, the Building; or (iv) intentionally deleted; or (v) the initial Tenant does not remain fully liable as a primary obligor for the payment of all rent and other charges payable by Tenant under this Lease and for the performance of all other obligations of Tenant under this Lease; or (vi) the proposed subtenant or assignee is a governmental or quasi-governmental agency; or (vii) the holders of Mortgages encumbering the Building shall not voluntarilyfail to consent (Landlord hereby agreeing to use commercially reasonable efforts to obtain such consent if Landlord approves such transaction); or (viii) the proposed subtenant or assignee is either (A) an existing tenant of the Building (or any parent, involuntarilysubsidiary or affiliate thereof) if Landlord has adequate space available in the Building for a comparable term, or (B) for a period of forty-five (45) days following the submission of a written proposal for the lease of space (and thereafter if a mutual agreement such as a letter of intent is executed within such period), any other person or entity with which Landlord is in the process of negotiating for the rental of space in the Building. No assignment or right of occupancy hereunder may be effectuated by operation of law assign, transfer, hypothecate, or otherwise encumber without the prior written consent of Landlord. Any attempted assignment, transfer or other encumbrance of this Lease or all or any of Tenant's ’s rights hereunder or interest thereinherein, and shall not any sublet nor permit the or permission to use by others of or occupy the Premises or any part thereof without first obtaining not in each instance Landlord's written consentaccordance with this Article VII, shall be void and of no force or effect. If consent is once given by Landlord to any such assignment, transfer, hypothecation Any assignment or subletting, such Landlord’s consent thereto, the listing or posting of any name other than Tenant’s, or Landlord’s collection or acceptance of rent from any assignee or subtenant shall not operate be construed either as waiving or releasing Tenant from any of its liabilities or obligations under this Lease as a waiver principal and not as a guarantor or surety, or as relieving Tenant or any assignee or subtenant from the obligation of the necessity for obtaining Landlord's ’s prior written consent to any subsequent assignment or subletting. As security for this Lease, Tenant hereby assigns to Landlord the rent due from any assignee or subtenant of Tenant. During any period that there exists an uncured Event of Default under this Lease, Tenant hereby authorizes each such assignee or subtenant to pay said rent directly to Landlord upon receipt of notice from Landlord specifying same. Landlord’s collection of such rent shall not be construed as an acceptance of such assignee or subtenant as a tenant. Tenant shall not mortgage, pledge, hypothecate or encumber (collectively “mortgage”) this Lease without Landlord’s prior written consent, which consent may be granted or withheld in Landlord’s sole and absolute discretion. Tenant shall pay to Landlord an administrative fee equal to five hundred dollars ($500) plus all other reasonable, out-of-pocket, third party expenses (including reasonable attorneys’ fees and accounting costs) incurred by Landlord in connection with Tenant’s request for Landlord to give its consent to any assignment, transfersubletting, hypothecation or mortgage, and Landlord’s receipt of such sum shall be a condition to Landlord providing such consent. Any sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and mortgage shall, at Landlord's ’s option, constitute an be effected on forms reasonably approved by Landlord. Tenant shall deliver to Landlord a fully-executed copy of each agreement evidencing a sublease, assignment or mortgage, and Landlord’s consent thereto, within ten (10) days after execution thereof. (a) Intentionally deleted. (b) Notwithstanding anything contained in this Article VII to the contrary, provided no Event of Default exists hereunder, Tenant may, upon not less than ten (10) days’ prior written notice to Landlord (which notice shall contain a written certificate from Tenant stating the legal and beneficial relationship of Tenant and the proposed assignee, transferee or subtenant) but without Landlord’s prior written consent and without being subject to Landlord’s rights and Tenant’s obligations set forth in Section 7.5 below, assign or transfer its entire interest in this Lease or sublease the entire or any portion of the Premises to an Affiliate of Tenant. In the event of any such assignment or subletting, Tenant shall remain fully liable as a primary obligor for the payment of all rent and other charges required hereunder and for the performance of all obligations to be performed by Tenant hereunder. Notwithstanding the foregoing, if Tenant structures an assignment or sublease to an entity that meets the definition of an Affiliate of Tenant for the purpose of circumventing the restrictions on subleases and assignments provided elsewhere in this Article VII, then such subtenant or assignee shall conclusively be deemed not to be an Affiliate and subject to all such restrictions. 7.3 If at any time during the Lease Term Tenant desires to assign, sublet or mortgage all or part of this Lease. This Lease or the Premises, then in connection with Tenant’s request to Landlord for Landlord’s consent where required, Tenant shall not, nor shall any interest therein, be assignable as give to Landlord a Tenant's interest by operation of law, without Landlord's express prior written consent’s Sublease Request Notice. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding 7.4 Intentionally deleted. 7.5 Intentionally deleted. 7.6 All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to be reasonable: (a) Conflict of the proposed use extend to any subtenant, assignee, licensee, concessionaire or other occupant or transferee, and Tenant shall cause such person to comply with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each such restrictions and obligations. Any assignee or transferee shall agree to assume and be deemed to have assumed obligations as if such assignee had originally executed this Lease and at Landlord’s request shall execute promptly a document confirming such assumption. Each sublease is subject to the condition that if the Lease Term is terminated or Landlord succeeds to Tenant’s interest in the Premises by voluntary surrender or otherwise, at Landlord’s option the subtenant shall be and remain liable jointly and severally with Tenant bound to Landlord for the payment balance of all rents due here under, and for the due performance during the term of all such sublease and shall attorn to and recognize Landlord as its landlord under the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations then executory terms of Tenant under this Leasesuch sublease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, (a) Tenant shall not voluntarilynot, involuntarily, voluntarily or by operation of law law, assign, transfer, hypothecatemortgage, sublet or otherwise encumber Tenant's interest in this Lease or Tenant's interest therein, and shall not sublet nor permit the use by others of the Premises or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignment(a "TRANSFER"), transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's prior written consent, which shall not be unreasonably withheld. Satisfactory environmental undertakings by the assignee shall be required as a condition of Landlord's consent. Landlord shall respond to Tenant's written request for consent hereunder within 30 days after Landlord's receipt of the written request from Tenant and all materials and documentation required below; provided, that should Landlord not respond to Tenant's written request and delivery of all materials and documentation required herein, Lender shall have deemed to have denied such a request. Any attempted Transfer without such consent shall be void and shall, at Landlord's option, shall constitute an Event of Default of this LeaseDefault. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without written request for Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 shall include, and Landlord's 30-day response period referred to above shall not be unreasonably withheld or delayed. Should commence, unless and until Landlord withhold its consent for any has received from Tenant, all of the following reasons, the withholding shall be deemed to be reasonable: information: (a) Conflict financial statements or other information reasonably sufficient to show the proposed assignee's or subtenant's financial condition, (b) a description of the business the assignee or subtenant intends to operate at the Premises, (c) a copy of the proposed use with other uses sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, and (d) a description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant. Tenant's sole remedy in the Building event that Landlord shall wrongfully withhold consent to or Center;disapprove any assignment or sublease shall be to obtain an order by a court of competent jurisdiction that Landlord grant such consent; in no event shall Landlord be liable for damages with respect to its granting or withholding consent to any proposed assignment or sublease. (b) Financial inadequacy Landlord shall not unreasonably withhold or condition its consent to a Transfer provided that Tenant has complied with each requirement and condition of this Section 8. It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 8 is not complied with or: (1) in Landlord's reasonable judgment, a proposed assignee or subtenant is unable financially to pay the rents due under this Lease as and when they are due and payable; (2) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (3) an Event of Default has occurred and is continuing at the time of the request; (4) Landlord is or has been involved in a legal dispute with the proposed assignee or subtenant; (5) the assignee or subtenant is a governmental or assignee;quasi-governmental entity or an agency, department or instrumentality of a governmental or quasi-governmental agency; or (6) the assignee or subtenant will use, store or handle Hazardous Substances (as herein defined) in or about the Premises of a type, nature, or quantity not acceptable to Landlord. (c) A proposed use The following terms and conditions shall be applicable to any Transfer: (i) Tenant shall remain jointly and severally liable with any permitted assignee or subtenant to Landlord for the payment of rent or other performance obligation of Tenant under this Lease, regardless of whether Landlord accepts performance from any assignee or subtenant of Tenant. (ii) Any consent by Landlord to any Transfer shall not constitute a consent to, or waiver of, any subsequent Transfer by Tenant or to any subsequent or successive Transfer by an assignee or subtenant. (iii) Landlord shall have the right to require as a condition to consent, an assignee of this Lease to provide financial security (in the form of a security deposit, letter of credit, lease guaranty, or otherwise) to Landlord to secure the obligations under this Lease. (iv) Landlord shall not be liable under this Lease or under any sublease to any subtenant. (v) Any assignee of, or subtenant under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Landlord, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Tenant during the term of said assignment or sublease, other than such obligations as are contrary or inconsistent with provisions of an assignment or sublease to which would diminish Landlord has specifically consented in writing. Without limiting the reputation generality of the Center or foregoing, any assignee of this Lease shall specifically acknowledge and agree to the other businesses located therein;provisions of subsection 13(a) of this Lease. (d) A proposed use which would have The following terms and conditions shall apply to any subletting by Tenant of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: (i) Tenant hereby absolutely and unconditionally assigns and transfers to Landlord all of Tenant's interest in all rentals and income arising from any sublease entered into by Tenant, and Landlord may collect such rent and income and apply same toward Tenant's obligations under this Lease; provided, however, that until an Event of Default, Tenant may receive, collect and enjoy the rents accruing under such sublease. Landlord shall not, by reason of this or any other assignment of such rents to Landlord nor by reason of the collection of the rents from a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and subtenant, be deemed to have assumed this Lease or recognized any sublease or to be liable to the subtenant for any failure of Tenant to perform and shall be comply with any of Tenant's obligations to such subtenant under such sublease, including, but not limited to, Tenant's obligation to return any security deposit. Tenant hereby irrevocably authorizes and remain liable jointly and severally with Tenant for directs any such subtenant, upon receipt of a written notice from Landlord stating that an Event of Default exists, to pay to Landlord the payment of all rents due here underas they become due under the sublease. Tenant agrees that such subtenant shall have the right to rely upon any such statement and request from Landlord, and for the due performance during the term of all the covenants that such subtenant shall pay such rents to Landlord without any obligation or right to inquire as to whether such default exists and conditions herein set forth by notwithstanding any notice or claim from Tenant to be performed. No assignment or transfer the contrary. (ii) Should an Event of Default occur and Landlord elects to terminate this Lease, Landlord, at its option and without any obligation to do so, may also elect, at the time of Landlord's election to terminate this Lease, to require any subtenant to attorn to Landlord, in which event Landlord shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all undertake the obligations of Tenant under this Leasesuch sublease from the time of the exercise of said option to the termination of such sublease; provided, however, Landlord shall not be liable for any prepaid rents or security deposit paid by such subtenant to Tenant or for any other prior defaults of Tenant under such sublease. 20.4 (e) Notwithstanding anything to the contrary hereincontained in this Section 8, Tenant shall have the right, without Landlord's consent shall not be required for any assignmentconsent, transfer upon 15 days advance written notice to Landlord, to assign this Lease or to sublease all or part of the Premises to any entity which controls, is controlled by or is under common control with TenantTenant (hereinafter, or an "AFFILIATE"); provided, that such assignment is subject to any entity resulting from a reorganization, merger or sale of substantially all the satisfaction of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent following conditions: (i) Tenant shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations liability under this Lease.;

Assignment and Subletting. 20.1 Subject Tenant shall not assign or otherwise transfer its interest in this Lease or sublet the Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall notify Landlord in writing (“Tenant’s Notice to Assign or Sublet”) thirty (30) days in advance of its intent to transfer, assign or sublet all or any portion of the Premises. Tenant’s Notice to Assign or Sublet shall include the proposed assignment or sublease document as applicable (including complete disclosure of all material terms of Section 20.4the contemplated transaction), name and address of proposed subtenant or assignee, and the accurate business information (including but not limited to current balance sheet, current and historical operating statements, narrative history and description of business) regarding the proposed subtenant or assignee. In the event of any such assignment or subletting, Tenant shall not voluntarilynevertheless at all times remain fully responsible and liable for the payment of rent and the performance and observance of all of Tenant’s other obligations under the terms, involuntarilyconditions and covenants of this Lease. In the event of any assignment or subletting of the Premises, Tenant shall be solely responsible for reimbursing Landlord for its reasonable attorneys’ fees incurred in the review of such documents. No assignment or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's interest therein, and shall not sublet nor permit the use by others subletting of the Premises or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of binding upon Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each unless such assignee or transferee subtenant shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an instrument (in recordable form, if requested) containing an agreement of assumption agreement by said assignee or transferee assuming of all of Tenant’s obligations of Tenant under this Lease. 20.4 Notwithstanding anything Lease and Landlord, Tenant and Subtenant shall execute a commercially reasonable consent form reasonably acceptable to the contrary hereinall parties. Landlord agrees to be reasonable in its consent, Landlord's but Landlord may at its sole discretion withhold its consent shall not be required for any assignment, transfer to an assignment or sublease to any entity which controls, is controlled by or under common control with Tenant, present tenant of Landlord in the Property or to any entity resulting from a reorganization, merger or sale of substantially all tenant whose occupancy would be inconsistent with the character of the assets Property or whose business is in direct competition with that of Tenant. The term "CONTROL" shall mean the ownership of at least 50% another tenant of the stock Property (if such other tenant’s lease prohibits landlord from consenting to a sublease of space to a competitor). Upon the occurrence of an event of default beyond the period given to cure such default as set forth in paragraph 19(a) hereof, if all or assets any part of Tenant. Furtherthe Premises are then assigned or sublet, Landlord's consent , in addition to any other remedies provided by this Lease or by law, may, at its option, collect directly from the assignee or subtenant all rent becoming due to Landlord by reason of the assignment or subletting. Upon the occurrence of an event of default beyond the period given to cure such default as set forth in paragraph 19(a) hereof, Landlord, at its option, may also terminate any sublease. Any collection by Landlord from the assignee or subtenant shall not be required for any offering construed to constitute a novation or release of Tenant from the further performance of its obligations under this Lease. Any rents received by Tenant from the assignment of this Lease or subletting of the stock Premises which exceed the sum of rents payable by Tenant on hereunder plus the public market total of all reasonable costs and expenses incurred by Tenant in connection with such assignment or subletting (including any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporationfree-rent, or if Tenant is an unincorporated association or a partnershipallowances and other inducements) shall constitute assignment/subletting profit, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of and fifty percent (50%) of any such assignment/subletting profit shall be deemed paid to Landlord as additional compensation within thirty (30) days after receipt by Tenant. Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in the Building and all other property referred to herein, and upon the effective date of such transfer, the transferor shall have no further liability hereunder (but any liability existing as of the effective date of such transfer shall remain) and Tenant shall attorn to any such transferee. Notwithstanding anything in this Section 16 to the contrary, Tenant shall have the right to make an assignment within the meaning of this ArticleLease or sublet all or any portion of the Premises to any affiliate of Tenant, except transfers to a successor by merger or consolidation of Tenant, or a purchaser of all or substantially all of its assets or stock of Tenant (a “Permitted Transfer”) without the consent of Landlord provided any use of the Premises by such transferee does not violate any exclusive use then applicable to the Building. Landlord represents there are no exclusive uses currently applicable to the Building and Landlord shall not provide an exclusive use for specialty insurance business in connection with Tenant becoming a publicly traded corporationthe Building during the Term of this Lease. Tenant shall, however, give notice to Landlord of a Permitted Transfer at least ten (10) days prior to the effective date of such Permitted Transfer (or if such prior notice is prohibited by Law, Tenant shall give Landlord prior written provide such notice of all transfers, whether or not consent is required, and in promptly after such prohibition no event shall Tenant be released from any of its obligations under this Leaselonger applies).

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, (a) Tenant shall not voluntarilynot, involuntarily, either voluntarily or by operation of law assignlaw, transfersell, hypothecate, assign, or otherwise encumber transfer this Lease lease, or Tenant's interest therein, and shall not sublet nor permit the use by others of the Premises or any part thereof thereof, or permit the same to be occupied by anyone other than Tenant or Tenant's employees without first obtaining in each instance the prior written consent of Landlord and any attempt to do so without such prior written consent shall be void and at Landlord's written consentoption shall terminate this lease. If Tenant shall use no broker or other agent to market the Premises for the purpose of assigning or subletting this lease except those persons or entities designated by Landlord. Landlord agrees not to unreasonably withhold its consent is once given by provided the proposed assignee or subleasee (i) is, in Landlord's sole and absolute discretion, satisfactory to Landlord as to any such assignmentcredit, transfercharacter and business or professional standing, hypothecation (ii) will occupy the Premises for office purposes not inconsistent with the permitted use hereunder or subletting, such consent shall not operate as a waiver with Landlord's commitment to other tenants of the necessity Building, and (iii) assumes and agrees to be bound and directly responsible for obtaining all of Tenant's past, present and future obligations hereunder. Tenant however, agrees that Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlordsublease shall in no event be construed as releasing Tenant from its past, present and future liabilities and obligations hereunder nor as relieving Tenant from the requirement of obtaining landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consentconsent to any further assignment or subletting. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy Notwithstanding the foregoing, within thirty (30) days after receiving a proposed assignment or sublet agreement duly executed by Tenant and its proposed assignee or subleasee, Landlord shall have the right to either grant or withhold its consent in accordance with the above or to terminate this lease and release Tenant and itself from any and all remaining obligations hereunder. Tenant shall reimburse Landlord for Landlord's reasonable costs incurred in granting or denying such consent. Tenant shall pay to Landlord, as additional rent, any profit to Tenant or its affiliates relating to said assignment or sublease or collateral agreement, whether characterized as rent, above market purchases of the proposed subtenant assets, or assignee;otherwise. (c) A proposed use which would diminish If Lessee is a corporation, unincorporated association, trust, or general or limited partnership, the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here undersale, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controlshypothecation of a controlling (25% or more) interest in the stock, is controlled by or under common control with Tenantmembership certificates, partnership interests, or to any other ownership interests of such entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within subject to the meaning provisions of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this LeaseArticle 17.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, (a) Tenant shall not voluntarilydirectly or indirectly, involuntarily, voluntarily or by operation of law law, assign, transfer, hypothecateencumber, or otherwise encumber transfer all or any part of Tenant's leasehold estate hereunder nor shall Tenant sublease the Premises or any portion thereof without Landlord's prior written consent in each instance, which consent Landlord may grant or withhold in its sole discretion. (b) If Tenant shall desire to enter into an assignment of this Lease or Tenant's interest therein, and shall not sublet nor permit the use by others a sublease of the Premises or any part thereof without portion thereof, it shall first obtaining give written notice to Landlord of its desire to do so, which notice shall contain: (i) the name of the proposed assignee, subtenant or occupant, (ii) the nature of the proposed assignee's, subtenant's or occupant's business to be carried on in each instance the Premises, (iii) the terms and provisions of the proposed assignment or sublease, and (iv) such financial information as Landlord may reasonably request concerning the proposed assignee or subtenant. (c) At any time within thirty (30) days after Landlord's receipt of the notice specified in Paragraph 9(b) hereof, Landlord may, by written consentnotice to Tenant, elect to (i) terminate this Lease as to the portion (including all) of the Premises that is specified in Tenant's notice, with a proportionate abatement in Rent or (ii) consent to the sublease or assignment, or (iii) disapprove the sublease or assignment. If In the event Landlord shall elect to terminate this Lease provided in clause 9(c)(i) hereof with respect to a portion of the Premises, Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and Landlord shall have the right to use such portion of the Premises for any legal purpose in its sole discretion without the consent is once given of Tenant. (d) No consent by Landlord to any such assignmentassignment or sublease by Tenant shall relieve Tenant of any obligation to be performed by Tenant under this Lease, transferwhether arising before or after the assignment or sublease, hypothecation or subletting, such consent shall not operate as a waiver nor of the necessity for obtaining obligation to obtain Landlord's express written consent to any subsequent assignment, transfer, hypothecation other assignment or sublease, and no assignment shall release Tenant from any liability hereunder. Any assignment or sublease that shall not be in compliance with this Paragraph 9 shall be void and, at the option of Landlord, shall constitute a material default by Tenant under this Lease. The acceptance of Rent by Landlord from a proposed assignee or sublessee shall not constitute the consent to such assignment or sublease by Landlord. (e) Any sale or other transfer, including by consolidation, merger or reorganization, of a majority of the voting stock of Tenant, if Tenant is a corporation, or any sale or other transfer without Landlord's consent of a majority of the partnership interests in Tenant, if Tenant is a partnership, shall be void and shall, at Landlord's option, constitute an Event of Default assignment for purposes of this LeaseParagraph 9. This Lease As used in this Paragraph 9(e), the term "Tenant" shall notalso mean any entity, nor shall any interest therein, be assignable as to which has guaranteed Tenant's interest by operation obligations under this Lease, and the prohibition hereof shall be applicable to any sales or transfers of law, without Landlord's express prior written consentthe stock or partnership interests of said guarantor. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld (f) Each approved assignee, sublessee or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed assume, as provided in this Paragraph 9(f), all obligations of Tenant under this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here underRent, and for the due performance during the term of all the covenants terms, covenants, conditions and conditions agreements herein set forth by Tenant contained on Tenant's part to be performedperformed for the Term. No assignment or transfer shall be effective or binding on Landlord unless said Landlord shall have consented to same, and the assignee or transferee shall, concurrently, Tenant shall deliver to Landlord an a counterpart of the assignment that shall contain a covenant of assumption agreement by said the assignee satisfactory in substance and form to Landlord, consistent with the requirements of this Paragraph 9(f). The failure or transferee assuming all obligations refusal of Tenant under this Lease. 20.4 Notwithstanding anything the assignee to the contrary herein, Landlord's consent execute such instrument of assumption shall not be required for any assignment, transfer release or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting discharge the assignee from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Leaseliability as set forth above.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, Tenant shall not voluntarilyassign, involuntarilymortgage or encumber this lease, in whole or in part, or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's interest therein, and shall not sublet nor permit the use by others of the Premises all or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer demised premises without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express the prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall Landlord, which consent will not be unreasonably withheld or delayed. Should The consent of landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. The prohibition against any assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. If this lease be assigned or if the demised premises or any part thereof be occupied by anybody other than Tenant, Landlord withhold may collect to the assignee or occupant and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this provision or the acceptance of the assignee, undertenant or occupant as Tenant, or as a release of Tenant from the further performance by Tenant of the covenants and provisions of this lease on its consent for part to be observed or performed. Notwithstanding any assignment or sublease, whether or not approved by Landlord, Tenant shall remain fully liable and shall not be released from performing any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict terms of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenantlease. If Tenant is not a publicly traded corporationcorporation and if any transfer, sale, pledge or other disposition of its common stock shall occur, or if power to vote the majority of its outstanding capital stock be changed, such change shall constitute a default hereunder and Landlord shall have the right, at its option, to terminate this lease upon five(5) days' notice to Tenant, but Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership shall continue to be liable hereunder as in the aggregate case of in excess of fifty percent (50%) shall be deemed an assignment within a default. Notwithstanding the meaning of this Articleforegoing, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord may, upon prior written notice to Landlord, assign this Lease or sublet the whole of the demised premises, for the uses permitted herein, to any affiliate, subsidiary or parent of Tenant, provided that, notwithstanding said assignment, Tenant hereunder shall continue to remain liable for the full and complete performance of all transfersof the terms, whether or not consent is required, provisions and in no event shall Tenant be released from any of its obligations under this Leasecovenants hereof.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, (a) Tenant shall not voluntarilynot, involuntarily, either voluntarily or by operation of law assignlaw, transfersell or transfer this Lease, hypothecatein whole or in part, or otherwise encumber this Lease sublet the Premises or Tenant's interest thereinany part thereof, and shall not sublet nor or permit the use by others of the Premises or any part thereof to be occupied by anyone other than Tenant or Tenant’s employees, agents or invitees (including tenants of the Project and their customers and invitees), without first obtaining the prior written consent of Landlord in each instance instance, which consent may be withheld in Landlord's written consent’s sole and absolute discretion. If consent is once given by Landlord to any such Any sale, assignment, transfer, hypothecation transfer or subletting, such consent shall subletting of this Lease which is not operate as a waiver in compliance with the provisions of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent this Section shall be void and shall, at the option of Landlord's option, constitute an Event of Default of terminate this Lease. This Lease The consent by Landlord to any assignment or subletting shall not, nor shall any interest therein, not be assignable construed as to Tenant's interest by operation of law, without Landlord's relieving Tenant from obtaining the express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above to any further assignment or subletting or as releasing Tenant from any liability or obligation hereunder whether or not then accrued. An assignment of less than 100% of Tenant’s interest in the Demised Premises shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center;permitted. (b) Financial inadequacy Notwithstanding the foregoing, Tenant shall be permitted to assign this Lease to any person or entity who acquires from Tenant fee simple title to the Developer Tract, provided that, if the Term of the proposed subtenant or assignee;Development Agreement has not expired, Tenant has obtained Landlord’s written consent to ▇▇▇▇▇▇’s transfer of fee simple title to the Developer Tract in accordance with the terms of the Development Agreement. (c) A proposed use No assignment or subletting shall be effective unless it is evidenced by a written instrument executed by the assignor or sublessor and the assignee or sublessee, and, in the case of an assignment, by which would diminish the reputation assignee shall agree in writing for the benefit of Landlord to assume, to be bound by, and to perform the Center or the other businesses located therein;terms, covenants and conditions of this Lease to be done, kept and performed by ▇▇▇▇▇▇. One executed copy of such written instrument shall be delivered to Landlord. (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for Upon any permitted assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its all obligations under this LeaseLease that arise from and after the effective date of such assignment.

Assignment and Subletting. 20.1 Subject to the terms of (a) Except as provided in Section 20.418(b) below, Tenant shall not voluntarily, involuntarily, or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's interest therein, and shall not sublet enter into nor permit the use by others of the Premises any Transfer voluntarily or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express the prior written consent. 20.2 The consent of Landlord required under Section 20.1 above Landlord, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Should Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if (i) the proposed transferee is an existing tenant of Landlord withhold its consent for any or an Affiliate of Landlord in the Navy Yard, (ii) the business, business reputation or creditworthiness of the following reasonsproposed transferee is unacceptable to Landlord in its reasonable discretion, (iii) Landlord or an affiliate of Landlord has comparable space available for lease by the withholding proposed transferee in the Navy Yard, or (iv) a Tenant Event of Default has occurred and is continuing. A consent by Landlord to one Transfer shall not be deemed to be reasonable: a consent to any subsequent Transfer. In no event shall any Transfer (awhether with or without Landlord’s consent) Conflict relieve Tenant from any obligation under this Lease. Landlord’s acceptance of Rent from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any Transfer. Any Transfer not in conformity with this Section 18 shall be void at the proposed use with other uses in the Building or Center;option of Landlord. (b) Financial inadequacy Provided that there then exists no uncured Event of Default by Tenant under this Lease, Landlord’s consent shall not be required (i) in the event of any Transfer by Tenant to a Permitted Transferee, or (ii) in the event of a sublease of all or any part of the proposed subtenant or assignee;Premises to a Permitted User. The waiver of subrogation set forth in Section 8(e) shall be binding on all Permitted Transferees and Permitted Users and other subtenants and licensees of Tenant. (c) A The provisions of subsection 18(a) above notwithstanding, if Tenant proposes to assign this Lease (other than to Permitted Transferee), Landlord may terminate this Lease, either conditioned on execution of a new lease between Landlord and the proposed use which would diminish the reputation assignee or without that condition. If Tenant proposes to enter into a sublease of all or substantially all of the Center Premises (other than to Permitted Transferee or a Permitted User), Landlord may amend this Lease to remove the other businesses located therein;portion of the Premises to be subleased, either conditioned on execution of a new lease between Landlord and the proposed sublessee or without that condition. If this Lease is not so terminated or amended, then Tenant shall reimburse to Landlord all of Landlord’s reasonable and documented third-party costs incurred in connection with such Transfer, and thereafter Tenant may retain all compensation received by Tenant for the Transfer in excess of the Rent allocable to the Premises transferred. (d) A proposed use which would Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right, without obtaining Landlord’s consent, to license desks, lab space or other minor portions of the office or laboratory space in the Premises from time to time (up to an aggregate of 10,000 rentable square feet thereof), so long as such licensees have a detrimental impact on business relationship with Tenant, the common facilities uses are in accordance with all Laws and compatible with the building, and Tenant provides Landlord with prior written notice thereof together with an insurance certificate of such licensee demonstrating compliance with the insurance provisions of this Lease or the other tenants in the Centerthat such licensee is covered under Tenant’s insurance policies. 20.3 Each assignee or (e) If Tenant requests Landlord’s consent to a Transfer, Tenant shall provide Landlord, at least fifteen (15) days prior to the proposed Transfer, current financial statements of the transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for certified by an executive officer of the payment transferee, a complete copy of all rents due here underthe proposed Transfer documents, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performedany other information Landlord reasonably requests. No Immediately following any approved assignment or transfer sublease, Tenant shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement or a sublease (as applicable) reasonably acceptable to Landlord executed by said assignee or transferee assuming all obligations Tenant and the transferee, together with a certificate of insurance evidencing the transferee’s compliance with the insurance requirements of Tenant under this Lease. 20.4 . Furthermore, if there is a guaranty of this Lease, Tenant and transferee shall deliver to Landlord a confirmation of such guaranty by the guarantor hereunder, or, in the event the applicable Transfer results in a change of control (directly or indirectly) of Tenant, Tenant shall deliver to Landlord a new guaranty (on the same form as the existing guaranty) from an entity reasonably acceptable to Landlord. Tenant agrees to reimburse Landlord for reasonable and documented out-of-pocket costs incurred by Landlord in connection with the processing and documentation of any Transfer for which Landlord’s consent is requested. Notwithstanding the foregoing and anything to the contrary hereincontained in this Lease, Landlord's if any Transfer by Tenant that would otherwise be permitted without the consent shall not be required for any assignment, transfer of Landlord under Section 18(b) is subject to restrictions on public disclosures under securities or sublease to any entity which controls, is controlled by or under common control with Tenantother Laws, or a then existing confidentiality or non-disclosure agreement, that prohibits the Tenant from disclosing the transaction that causes or results in the Transfer (“Transaction”) to any entity resulting from a reorganizationLandlord prior to such transaction being made public, merger or sale of substantially all as reasonably determined by Tenant’s legal counsel, then in lieu of the assets requirement of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Furtherfifteen (15) days’ prior notice set forth above, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior provide written notice of the proposed Transfer to Landlord promptly after the Transaction is publicly announced by Tenant and the transferee, but in all transfers, whether or events not consent is required, and in no event less than thirty (30) days prior to the consummation of the transactions giving rise to the Transfer. Any such Transfer shall Tenant be released from any subject to the remaining provisions of its obligations under this LeaseSection 18(b).

Assignment and Subletting. 20.1 Subject to (a) Neither this Lease, nor the terms term and estate hereby granted, nor any part hereof or thereof, nor the interest of Section 20.4Tenant in any permitted sublease or the rentals thereunder, Tenant shall not voluntarilybe assigned, involuntarilymortgaged, pledged, encumbered, or transferred by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's interest thereinotherwise, and shall not sublet neither the Leased Property, nor permit the use by others of the Premises or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignmentthereof, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event encumbered in any manner by reason of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld act or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact omission on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations part of Tenant or anyone claiming under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with through Tenant, or shall be sublet, used or occupied, or permitted to any entity resulting from a reorganizationbe used or occupied other than by Tenant except as expressly provided in this Article 20. For the purposes hereof, merger the transfer of the stock of Tenant or the sale or disposition of all or substantially all of the assets of Tenant shall be deemed to be a "transfer" which is expressly prohibited hereby without the prior written consent of Landlord. Notwithstanding the foregoing and subject to subparagraphs (b), (c), (d) and (e) hereof, Tenant may sublet the Leased Property or any portion or portions thereof, provided that each sublease shall expressly be made subject to the provisions of this Lease. (b) Tenant shall not sublease the Leased Property or a portion thereof if the effect of such sublease would be to cause the Leased Property or any portion thereof to be considered as used by a tax-exempt or foreign entity with the result that some or all of the federal, state or local income tax deductions which Landlord otherwise would be permitted to report with respect to the Leased Property or the Lease would be deferred or denied. (c) No such sublease shall affect or reduce any obligations of Tenant or rights of Landlord hereunder, and all obligations of Tenant hereunder shall continue in full effect as the obligations of a principal and not of a guarantor or surety, as though no subletting had been made. (d) Tenant shall, within 10 days after the execution of any such sublease, deliver to Landlord a conformed copy thereof (with acknowledgments) and a conformed copy of any short form lease or memorandum of lease suitable for recording. (e) Except for the lien of a mortgage permitted pursuant to Article 7A hereof, Tenant shall not mortgage this lease or the Term of this Lease, nor shall Tenant mortgage or pledge the interest of Tenant in and to any sublease of the Leased Property or any portion thereof or the rental payable thereunder. Any such mortgage or pledge and any sublease not permitted by this Article 20, shall be void. (g) Subject to Article 15 of this Lease, Landlord may syndicate, assign, convey or otherwise transfer its estate, right, title and interest hereunder or in the Leased Property, and upon execution and delivery of any such assignment, conveyance or other transfer, Landlord shall be released from its obligations hereunder; provided, however, that if any such assignment is made as collateral security, the execution and delivery thereof shall not impair or diminish any obligations of Landlord hereunder. Any such assignment, conveyance or other transfer shall be subject to this Lease. Landlord shall, within 30 days after the execution of any such instrument of mortgage, assignment, conveyance or transfer, deliver written notice thereof to Tenant. The term "CONTROL" shall mean the ownership Any failure of at least 50% Landlord so to deliver a notice of the stock or assets of Tenant. Further, Landlord's consent such instrument shall not be required for however, in any offering of way impair or affect the stock of Tenant on validity thereof. Notwithstanding the public market or any open market transactions involving the stock of Tenant. If foregoing, provided that Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate default of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under hereunder, Landlord shall not sell, convey, or otherwise transfer its state, right, title and interest in this LeaseLease or the Leased Property to Teledyne, Inc., Lincoln Electric or Hobart Brothers.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, 19.1 Tenant shall not voluntarily, involuntarily, or by operation of law assign, transfer, hypothecatemortgage, pledge, hypothecate or encumber this Lease, or otherwise encumber this Lease or Tenant's any interest therein, and shall not or sublet nor permit the use by others of the Premises Premises, or any part thereof portion thereof, without first obtaining in each instance the written consent of Landlord's written consent. If , which consent is once given by Landlord shall not be unreasonably withheld. 19.2 Any consent obtained hereunder to any one such assignment, transfer, hypothecation or subletting, such consent occupation, or use by any other person shall not operate as be deemed to be a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, subletting, occupation or use by another person, nor shall such consent be deemed a waiver by Landlord of Landlord's right to withhold its consent as provided hereunder as to any subsequent assignment, subletting, occupation or use by another person. 19.3 Any assignment or subletting permitted hereunder shall expressly provide, and shall be permitted solely upon the condition that, the assignee or sublessee, as the case may be, shall be fully bound to Landlord, its successors or assigns, by full privity of contract, as well as by privity of estate; and that each such assignee or sublessee shall be fully bound to perform all covenants of this Lease; and that no such assignment, subletting, occupation or use nor any subsequent assignment, subletting, occupation or use shall relieve Tenant or any prior or earlier assignee or sublessee of its contractual obligations as described herein to Landlord. 19.4 Any assignment, subletting, transfer, mortgage, pledge, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default encumbrance of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The the consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding and described herein shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Centervoid, and, not voidable. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject to the terms No assignment of Section 20.4, Tenant shall not voluntarily, involuntarily, or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's sublease of all or any part of the Premises shall be permitted, except as provided in this Article 16. a. Tenant shall not, without the prior written consent of Landlord, assign, transfer or hypothecate this Lease or any interest therein, and shall not herein or sublet nor permit the use by others of the Premises or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignmentthereof, transfer, hypothecation or subletting, such consent shall not operate as a waiver permit the use of the necessity for obtaining Landlord's consent to Premises by any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunderparty other than Tenant. Any of the foregoing acts without such assignment or transfer without Landlord's consent shall be void and shall, at the option of Landlord's option, constitute an Event of Default of terminate this Lease. This Lease shall not, nor shall any interest thereinof Tenant herein, be assignable as to Tenant's interest by operation of lawlaw without the written consent of Landlord. If Tenant is a corporation, without Landlord's express prior written consentunincorporated association, partnership, or limited liability company, the sale, assignment, transfer or hypothecation of any class of stock or other ownership interest in such corporation, association, partnership, or limited liability company in excess of thirty-five percent (35%) in the aggregate shall be deemed a “Transfer” within the meaning and provisions of this Article 16. 20.2 The consent b. If at any time or from time to time during the Term Tenant desires to assign this Lease or sublet all or any part of the Premises (“Transfer”), Tenant shall give notice to Landlord required under Section 20.1 above setting forth the terms and provisions of the proposed Transfer, and the identity of the proposed assignee or subtenant (the “Transfer Notice”). Tenant shall promptly supply Landlord with such information concerning the business background and financial condition of such proposed assignee or subtenant as Landlord may reasonably request. Any assignment or sublease shall be subject to the following conditions: (1) Landlord shall have the right to approve such proposed assignee or subtenant, which approval shall not be unreasonably withheld withheld. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed transfer where one or delayed. Should Landlord withhold its consent for any more of the following reasons, the withholding shall be deemed to be reasonable: apply: (a) Conflict of the proposed transferee intends to use with other uses in the Building or Center; Premises for purposes which are not permitted under this Lease; (b) Financial inadequacy the proposed transferee is either a governmental agency or instrumentality thereof; (c) the proposed transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with the transfer on the date consent is requested; (d) the proposed transfer would cause a violation of another lease for space in the Project, or would give an occupant of the Project a right to cancel its lease; or (e) the proposed subtenant or assigneeassignee is a tenant of other space in the Project or a party with whom Landlord is then (or has in the previous 6 months) negotiating with regarding the lease of space in the Building; provided, however, Tenant shall be entitled to lease space to a tenant (or a subsidiary, affiliate or parent of a tenant) of the Project if Landlord does not then have available space in the Project of a size sufficient to accommodate such tenant’s needs; (c2) A proposed use which would diminish The assignment or sublease shall be on the reputation of same terms set forth in the Center or the other businesses located thereinnotice given to Landlord; (d3) A proposed use No assignment or sublease shall be valid and no assignee or sublessee shall take possession of the Premises until an executed counterpart of such assignment or sublease has been delivered to Landlord; and (4) No assignee or sublessee shall have a further right to assign or sublet except on the terms herein contained. c. If Landlord consents to any transfer pursuant to the terms of this Section, Tenant may within six (6) months after Landlord’s consent, but not later than the expiration of said six (6)-month period, enter into such transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord, provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such transfer under the terms of this Lease or (ii) which would have a detrimental impact on cause the common facilities or proposed transfer to be more favorable to the proposed transferee than the terms set forth in Tenant’s original Transfer Notice, Tenant shall again submit the transfer to Landlord for its approval and other tenants in the Centeraction under this Article 16. 20.3 Each assignee or transferee d. If Landlord consents to a transfer, it shall agree to assume and be deemed a condition thereto (which the parties hereby agree is reasonable) that Tenant shall pay to have assumed Landlord, when received by Tenant, fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section, received by Tenant from such transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such transferee in connection with the transfer in excess of the Base Rent and additional rent payable by Tenant under this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of the transfer on a per rentable square foot basis if less than all of the covenants Premises is transferred, minus any and conditions herein set forth all reasonable costs and expenses incurred by Tenant to be performed. No in consummating such assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shallsublease, concurrentlyincluding, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 but not limited to, brokerage commissions and attorneys’ fees. Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) no Transfer Premium shall be deemed an assignment within the meaning of this Article, except transfers owed to Landlord in connection with Tenant becoming a publicly traded corporationan assignment or sublease that does not require Landlord’s consent. Tenant shall give Landlord prior written notice In the calculations of all transfers, whether or not consent is requiredthe rent (as it relates to the Transfer Premium calculated under this Section), and the transferee’s Rent, the Rent paid during each annual period for the Premises, and the transferee’s Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in no event connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall Tenant be released from any of its obligations under this Leaseamortized on a straight-line basis over the relevant term.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, 16.1 Tenant shall not voluntarily, involuntarilyassign this Lease, or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's any interest therein, and shall not sublet nor permit the use by others of the Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or permit any other person (the employees, officers and servants of Tenant excepted) to occupy or use the Demised Premises, or any portion thereof without first obtaining in each instance the written consent the of Landlord's written consent. If consent is once given Consent by Landlord to any such one assignment, transfer, hypothecation or subletting, such consent occupation or use by another person or entity shall not operate as a waiver of the necessity for obtaining Landlord's be deemed to be consent to any subsequent assignment, transfersubletting, hypothecation occupation or sublease, and no use by another person or entity. Consent to an assignment shall not release file original named Tenant or any Guarantors from any liability hereunderfor the continued performance of the terms and provisions on the part of the Tenant to be kept and performed. Any such assignment or transfer subletting without Landlord's consent the prior without approval of Landlord shall be void void, and shall, at the option of the Landlord's option, constitute an Event of Default of terminate this Lease. This Neither this Lease shall not, nor shall any interest thereintherein shall be assignable, be assignable as to Tenant's the interest of the Tenant by operation of law, without Landlord's express the prior written consentconsent of Landlord. In addition to any considerations which Landlord may have relative to approving a proposed assignment of this Lease, the provisions contained in Article 34.5 of this Lease shall prevail. 20.2 The consent of 16.2 Landlord required under Section 20.1 above covenants that Landlord shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for to any requested assignment or subletting. In the event any of the following reasonsare not satisfied in Landlord's sole and absolute discretion, the and Landlord chooses to withhold consent to any such requested assignment or subletting, such withholding shall be deemed to be reasonable: 16.3 The intended use of the Demised Premises by such proposed assignee or sublessee: (a) Conflict shall not violate the Use clause as stated in Article 15.1 of this Lease, or any laws or rights granted to other tenant, occupants or parcel owners of the proposed use with other uses in the Building Demised Premises or Centerthose retained by Landlord; (b) Financial inadequacy of shall confirm with Landlord's desired "tenant mix" within the proposed subtenant or assigneeDemised Premises; (c) A proposed use which would diminish shall be in keeping with the reputation quality and character of the Center or the other businesses located thereinDemised Premises and not constitute a nuisance; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants shall not cause an increase in the CenterDemised Premises' Operating Costs; (e) The proposed assignee or sublessee shall be of sound financial net worth and have sufficient liquid capital at properly operate the business and that the financial capacity of the assignee or sublessee is not less than the Tenant as of the execution of this Lease or at the time of the proposed assignment or sublease; (f) The business skills, experience and reputation of the subtenant or assignee must be well-established enough to ensure Landlord of a successful business operation; and, (g) Any other reasonable ground that the Landlord, in its judgment, relies upon. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for 16.4 If the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer assignment or hypothecation of any stock or interest in such corporation, association or partnership, the transfer, assignment, assignment or hypothecation or of any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) percent shall be deemed an assignment within the meaning and provision of this Article, except transfers in connection with Tenant becoming a publicly traded corporationArticle 16. Tenant shall give Landlord prior written notice of all transfershave the right without Landlord's consent to assign this Lease or sublet the Demised Premises or any part thereof, whether to any corporation provided that the resulting entity from such merger or consolidation shall have a net worth not consent is requiredless than Tenants when Tenant entered into this Lease, and in no event provided further that any such assignee shall deliver to Landlord a copy of a document satisfactory to the Landlord by which such assignee agrees to assume and perform all of the terms, conditions and obligations of Tenant be released from any of its obligations under this Lease. 16.5 If on account of or in connection with any assignment, sublease, occupation or use of the Demised Premises by another Tenant receives rent or other consideration in excess of the monetary consideration called for in this Lease, Tenant shall pay the Landlord the excess of such payment of rent or other consideration received by Tenant promptly after Tenant's receipt of any such payment. 16.6 In the event that Landlord shall consent to an assignment, sublease, occupation or use of another hereunder, Tenant shall pay to Landlord Seven Hundred Fifty ($750.00) Dollars, the cost incurred by the Landlord in connection the processing of documents necessary to the granting of such consent and assumption by the transferee of the Lease.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, The Tenant shall not voluntarily, involuntarily, or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's interest therein, and shall not sublet nor permit the use by others any part of the Demised Premises to be used or occupied by any part thereof other person including any licensee or concessionaire, other than any subtenant or assignee permitted hereunder. The Tenant covenants with the Landlord not to assign or sublet without first obtaining in each instance the prior written consent of the Landlord's written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonableprovided nevertheless: (ai) Conflict that the Landlord shall be entitled to withhold leave arbitrarily if the Tenant has been in material default of any of covenants of this Lease; (ii) no consent shall be required to any assignment or sublease to a "Permitted Transferree" (as defined in Section 10.17 (iv) hereof) or a transferee described in Section 2 of the Lease Riders; (iii) no assignment or sublease shall be made to a Tenant who is an existing tenant of the Building on the date hereof or the Southcreek Corporate Centre Development, during the first four (4) years of the initial Term; (iv) if the Tenant requests the Landlord's consent to an assignment of this lease or a subletting of the whole or any part of the Demised Premises to any person firm or corporation, the Tenant shall submit to the Landlord the name of the proposed use with other uses assignee or subtenant and such information as to the nature of its business and its financial responsibility and standing as the Landlord may reasonably require. Upon the receipt of such request and information from the Tenant the Landlord shall in writing within fourteen (14) days after such receipt, advise the Building or CenterTenant of its decision; (bv) Financial inadequacy of the proposed subtenant or assigneeLandlord's consent thereto shall be subject to any assignee agreeing in writing with the Landlord to be bound by this lease as if such assignee had originally executed this lease as Tenant; (cvi) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall any Transfer to which the Landlord may have consented release or relieve the Tenant from its obligations fully to perform all the terms, covenants and conditions of this lease on its part to be released performed; (vii) the Tenant shall not display, advertise or offer the whole or any part of the Demised Premises for the purpose of assignment or subletting and shall not permit any broker or other party to so do unless the complete text and format of any such display, advertisement or offer shall have first been approved in writing by the Landlord. Without in any way restricting or limiting the Landlord's right to refuse any text and format on other grounds, any text and format proposed by the Tenant shall not contain any reference to the rental rate for the Demised Premises; (viii) whether or not the Landlord consents to any assignment or subletting as aforesaid, the Tenant shall pay to the Landlord all costs incurred by the Landlord in considering any request by the Tenant for such consent and in completing any of the documentation involved, including all reasonable legal costs; and (ix) the Tenant shall not be entitled to profit by payment of an increased rent from any of its obligations under this Leasesublease or assignment.

Assignment and Subletting. 20.1 Subject (a) Tenant shall not permit any part of the Premises to be used or occupied by any persons other than Tenant and its employees, nor shall Tenant permit any part of the terms of Section 20.4Premises to be used or occupied by any licensee or concessionaire or permit any persons other than Tenant, its employees and invitees, to be upon the Premises. Tenant shall not voluntarily, involuntarily, or by operation of law law, or otherwise, assign, transfer, hypothecate, transfer or otherwise encumber this Lease or Tenant's any interest therein, and shall not herein nor sublet nor permit the use by others or part with possession of all or any part of the Premises or (any part thereof and all of which shall hereinafter be referred to as a "Transfer') without first obtaining in each instance Landlord's prior written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent not to be unreasonably withheld. Any Transfer without the prior written consent of Landlord shall not operate as constitute a waiver default hereunder, shall be void and shall confer no rights upon any third party, notwithstanding Landlord's acceptance of the necessity for obtaining rent payments from any purported transferee. Landlord's consent to any subsequent assignment, transfer, hypothecation requested assignment of this Lease or sublease, and no assignment shall release Tenant from subletting of all or any liability hereunder. Any such assignment or transfer without Landlord's consent part of the Premises shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as subject to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonableconditions: (a1) Conflict such consent and resulting subletting or assignment shall not relieve Tenant of its primary obligations hereunder, including the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant obligation for the payment of all rents due here underhereunder; (2) Landlord, at its option and from time to time, may collect the rent from the subtenant or assignee, and for apply the net amount collected to the rent herein reserved, but no such collection shall be deemed an acceptance by Landlord of the subtenant or assignee as the tenant hereof, or a release of Tenant from further performance of covenants on the part of Tenant herein contained; (3) any such subtenant or assignee shall be a company or other entity of good repute, engaged in a business or profession compatible with and in keeping with the then standards of the Building, financially capable of performing its obligations with respect to the Premises and have a net worth and financial strength equal to or greater than Tenant, (4) such subtenant or assignee shall assume and agree to perform all of Tenant's obligations under this Lease insofar as they pertain to the space so sublet or assigned; and (5) Tenant is not in default of any term or condition of this Lease at the time it requests Landlord's consent. (b) In the event of any Transfer of this Lease or all or any part of the Premises by Tenant, Landlord in addition to any rights contained herein, shall have the option, at its discretion, to collect and receive all net sums and other consideration due performance during to Tenant from such sublessee or assignee over the term Base Rent due hereunder. (c) The sale or other transfer, in one or more transactions of all or a majority of the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations stock of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, if Tenant is a corporation, or to any entity resulting from a reorganization, merger or the sale of all or a majority of the ownership interest in Tenant, if Tenant is a partnership, or the sale of all or substantially all of the assets of Tenant. The term "CONTROL" Tenant shall mean constitute a Transfer for purposes of this Lease. (d) At the ownership time of at least 50% making a request for Landlord's consent to a Transfer and not less than thirty (30) days prior to the proposed effective date thereof, Tenant shall provide to Landlord such information as Landlord, its accountants and attorneys, shall reasonably require with respect to such proposed Transfer, including but not limited to name and address of the stock proposed transferee, description of business operations, financial information and certificate of corporate authority and good standing or assets partnership certificate, as applicable. SEE ADDENDUM PARAGRAPH 4 ------------------------ (e) Consent of TenantLandlord to a Transfer shall not relieve Tenant from seeking consent to any subsequent Transfers. (f) Subletting or assignments by subtenants or assignees shall not be permitted under any circumstances, nor shall Tenant be permitted to assign this Lease or sublet all or any part of the Premises during any period of time that all or any portion of the Base Rent is abated. Further, no option to renew or extend the term of this Lease or to lease additional space, if any, shall be exercisable by any subtenant or assignor. (g) All subleases or assignments shall be in writing and a copy thereof provided to Landlord within ten (10) days of its effective date. All subleases shall further contain an express provision that in the event of any default by Tenant under this Lease and upon notice thereof to the subtenant from Landlord's consent , all rentals payable by the subtenant shall be paid directly to Landlord, for the Tenants account, until subsequent notice from Landlord that such default has been cured. Notwithstanding the foregoing, receipt by Landlord of rent directly from the subtenant shall not be required for any offering considered a waiver of the stock of Tenant default on the public market or any open market transactions involving the stock part of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is nor an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in acceptance of such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Leasesubtenant.

Assignment and Subletting. 20.1 Subject (i) Lessee covenants not to the terms of Section 20.4assign this Lease, Tenant shall not voluntarily, involuntarily, sublet all or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's interest therein, and shall not sublet nor permit the use by others any part of the Premises or any part thereof allow a change in the ownership of the leasehold interest without first obtaining in each instance Landlord's the prior written consent. If consent is once given by Landlord to any such assignmentof the Lessors, transfer, hypothecation or subletting, such which consent shall not operate as a waiver be unreasonably withheld. An assignment for the benefit of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation creditors of Lessee or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent or by the order or action of Landlord required under Section 20.1 above any governmental agency, shall not be unreasonably withheld effective to transfer or delayedassign the Lessee's interest without and unless the Lessors first consent in writing. Should Landlord withhold its If a sublease or assignment is made as provided in this Section, Lessee shall pay Lessors a charge of Five Hundred Dollars ($500) to reimburse Lessors for all of the necessary legal and accounting services required. (ii) Any assignment or subletting by Lessee shall not result in Lessee being released or discharged from any liability under this Lease. As a condition to Lessors' prior written consent as provided for in this Section, the assignee(s) or subtenant(s) shall agree in writing to comply with and be bound by all of the terms of this Lease. (iii) Lessors consent to any assignment, encumbrance, subletting, occupation, lien or other transfer shall not release Lessee from any of the following reasons, the withholding shall Lessee's obligations under this Lease or be deemed to be reasonable:a consent to any subsequent occurrence. Any assignment, encumbrance, subletting, occupation, lien or other transfer of this Lease which does not comply with the provisions of this Section shall be void. (aiv) Conflict of the proposed use with other uses in the Building Any assignment or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee sublease shall agree to assume and be deemed to have assumed this Lease recite that it is and shall be subject and remain liable jointly and severally with Tenant for subordinate to the payment provisions of all rents due here underthis Lease, and for the due performance during the term termination or cancellation of all the covenants this Lease shall constitute a termination and conditions herein set forth by Tenant to be performed. No cancellation of every assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Leasesublease. 20.4 (v) Notwithstanding anything to the contrary hereincontrary, LandlordLessors acknowledge that Lessee intends to assign this Lease to its subsidiary, a federally chartered national bank, upon the completion of such subsidiary's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Leaseformation.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, (a) Tenant shall not voluntarilysublet the Leased Premises, involuntarilynor any part thereof, or by operation of law nor assign, transfer, hypothecate, or otherwise encumber dispose of this Lease or Tenant's any interest therein, and shall not sublet nor permit the use by others of the Premises or any part thereof thereof, without first obtaining Landlord's prior written consent in each instance of the foregoing cases, which consent, however, to an assignment of this Lease may be withheld or granted in Landlord's written consentsole discretion, or a subletting of the Leased Premises shall not be unreasonably withheld, provided the following conditions are complied with: (i) Any assignment shall transfer to the assignee all of the Tenant's rights in, and interests under, this Lease. (ii) At the time of any assignment and/or subletting this Lease must be in full force and effect without any breach or default thereunder on the part of the Tenant. (iii) Any assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease including any accrued obligations at the time of the assignment. If A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by the assignee, together with a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing such assumption agreement, shall be sent to Landlord within ten (10) days from the effective date of such assignment. (iv) A copy of any sublease fully executed and acknowledged by the Tenant and the sublessee, shall be mailed to Landlord within ten (10) days from effective date of such subletting. (v) Such assignment and/or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease and the Tenant/assignor (and any guarantor(s) of this Lease) and such assignee(s) shall continue to be and remain liable hereunder, it being expressly understood and agreed that no assignment or subletting of the Leased Premises shall, in any way, relieve Tenant or any subsequent assignee(s) from the performance of any of the agreements, terms, covenants and conditions of this Lease. (vi) Each sublease permitted under this Section shall contain provisions to the effect that (A) such sublease is only for the actual use and occupancy by the sublessee and (B) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord thereunder, and (C) in the event this Lease shall terminate before the expiration of such sublease, the subtenant thereunder will, at Landlords option, attorn to Landlord and waive any rights the subtenant may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. (b) Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent is once given by Landlord to any such assignmentassignment of this Lease no assignee shall further assign its interest in this Lease nor sublease the Leased Premises, transferor any portion thereof, hypothecation except in accordance with the provisions of this Section 17. (c) Notwithstanding anything contained in this Lease to the contrary, should Tenant desire to assign this Lease or subletting, such consent shall not operate as a waiver sublet more than fifty (50%) percent of the necessity for obtaining net rental square footage of the main building or any other portion of the Leased Premises, it shall give written notice of its intention to do so to Landlord sixty (60) days or more before the effective date of such proposed subletting or assignment and Landlord may, at any time within thirty (30) days after the receipt of such notice from Tenant, cancel this Lease by giving Tenant written notice of its intention to do so, in which event such cancellation shall become effective upon the date specified by Landlord, but not less than thirty (30) days nor more than ninety (90) days after its receipt by Tenant, with the same force and effect as if said cancellation date were the date originally set forth as the expiration date of the term of this Lease. Landlord may enter into a direct lease with the proposed subtenant or assignee or with any other persons as Landlord may desire. (d) Tenant's failure to comply with all of the provisions and conditions of this Section 17 and all of the subsections hereof shall (whether or not Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shallis required under this Section), at Landlord's option, constitute an Event render any purported assignment or subletting null and void and of Default of this Lease. This Lease shall notno force and effect. (e) In the event that Tenant hereunder or any "Guarantors" (hereinafter defined) shall, nor shall at any interest thereintime, be assignable as a corporation, no change shall occur in the majority ownership of and/or the power to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any vote the majority of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the outstanding capital stock of Tenant on (or such Guarantors) without the public market prior written consent of Landlord, unless Tenant or any open market transactions involving the stock of Tenant. If Tenant such guarantor is not a publicly traded corporation, or if Tenant is an unincorporated association or company on a partnership, the transfer, assignment, or hypothecation or any nationally recognized stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Leaseexchange.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, 18.1 Tenant shall not, without the prior written consent of Landlord, which consent shall not voluntarilybe unreasonably withheld or conditioned (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, involuntarilyconvey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law assign, transfer, hypothecate, law; or otherwise encumber this Lease or Tenant's interest therein, and shall not sublet nor (b) permit the use by others of the Premises or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, person other than Tenant and no assignment shall release Tenant from any liability hereunderits employees. Any such assignment transfer, sublease or transfer use described in the preceding sentence (a "Transfer") occurring without Landlord's the prior written consent shall be void and of Landlord shall, at Landlord's option, be void and of no effect. Landlord's consent to any Transfer shall not constitute a waiver of Landlord's right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an Event instrument in which such assignee assumes the remaining obligations of Default Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant's interest in any or all such subleases. 18.2 For purposes of this Lease. This Lease , the term "Transfer" shall notalso include (i) if a Tenant is a partnership or limited liability company, nor shall any interest thereinthe withdrawal or change, be assignable as to Tenant's interest voluntary, involuntary or by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed or more of the partners, members or managers thereof, or transfer of twenty-five percent (25%) or more of partnership or membership interests therein within a twelve (12) month period, or the dissolution of the partnership or the limited liability company without immediate reconstitution thereof, and (ii) if Tenant is a corporation whose stock is not publicly held and not traded through an assignment exchange or over the counter or any other form of entity, (A) the dissolution, merger, consolidation or other reorganization of Tenant, the sale or other transfer of more than an aggregate of fifty percent (50%) of the voting shares or other interests of or in Tenant (other than to immediate family members by reason of gift or death), within a twelve (12) month period, or (B) the meaning sale, mortgage, hypothecation or pledge of this Articlemore than an aggregate of fifty percent (50%) of the value of the unencumbered assets of Tenant within a twelve (12) month period. Notwithstanding the foregoing, except transfers in connection with Tenant becoming a publicly traded corporation. of the stock of the initially named Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations constitute a Transfer under this Lease.

Assignment and Subletting. 20.1 Subject The Tenant agrees not to the terms of Section 20.4, Tenant shall not voluntarily, involuntarily, assign or by operation of law assign, transfer, hypothecate, or otherwise in any way encumber this Lease or Tenant's interest thereinLease, and shall not nor sublet nor permit the use by others of the Premises Premises, or any part thereof hereof, without first obtaining in each instance Landlord's prior written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above which shall not be unreasonably withheld withheld, conditioned or delayed. Should In the event the Landlord withhold its consent consents to an assignment, by reason of a sale of the Tenant, or for any other purpose, the Tenant will remain liable for full performance of the following reasonslease unless Landlord agrees otherwise. Tenant shall have the right, upon prior notice to Landlord, but without obtaining Landlord’s consent, to assign the withholding shall be deemed to be reasonable: (a) Conflict Lease or sublet all or part of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease Premises to any affiliate, parent, subsidiary, divisional entity, partner, joint venture entity which controls, is controlled by or under common control with related business entity of Tenant, or to any entity resulting from a reorganizationarising by virtue of merger, merger consolidation or sale other business combination with Tenant or Tenant’s parent entity, or to any purchaser of all or substantially all of Tenant’s, membership or other ownership interests or assets, or to any entity under the assets ownership or control of Tenant’s parent entity or holding entity (individually, a 11 Related Entity” and collectively, “Related Entities”). The term "CONTROL" In addition, Landlord agrees not to unreasonably withhold, condition or delay its consent to any proposed assignment or sublease to any parties not constituting a Related Entity. For purposes hereof, Landlord shall mean the ownership of at least 50% of the stock grant or assets of withhold its consent in writing (with specific reasons for withholding its consent), within thirty (30) days after receiving Tenant’s request therefor. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent ’s failure to so respond within said thirty (50%) 30)-day period shall be deemed an a consent to said proposed assignment within or sublease. Upon any permitted assignment or sublease, Landlord, upon Tenant’s request, agrees to enter into a reasonable nondisturbance agreement with any such assignee or subtenant. In the meaning event of this Articleany assignment, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give remain primarily liable for all obligations arising under the Lease unless Landlord prior written notice of all transfers, whether or not consent is required, and agrees otherwise in no event shall Tenant be released from any of its obligations under this Leasewriting.

Assignment and Subletting. 20.1 Subject to Tenant may not, without the terms prior written consent of Section 20.4Landlord endorsed hereon, Tenant shall not voluntarily, involuntarilyassign this lease or any interest thereunder, or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's interest therein, and shall not sublet nor permit the use by others of the Premises or any part thereof without first obtaining in each instance Landlord's written thereof, or permit the use of Premises by any party other than Tenant. Landlord shall not unreasonably withhold said consent. If consent is once given Consent by Landlord to any one assignment or sublease shall not destroy or waive this provision, and all later assignments and subleases shall likewise be made only upon prior written consent of Landlord. Sublessees or assignees shall become liable directly to Landlord for all obligations of Tenant hereunder without relieving Tenant's liability. In the event Tenant notifies Landlord of Tenant's intent to sublease or assign this lease, Landlord shall within thirty (30) days from receipt of such assignment, transfer, hypothecation or notice (i) consent to such proposed subletting, or (ii) refuse such consent consent, or (iii) elect to cancel this lease. In the event of Landlord's election to cancel, Tenant shall not operate as a waiver have ten (10) days from receipt of such notice to notify Landlord's of Tenant's acceptance of such cancellation or Tenant's desire to remain in possession of premises under the terms and conditions and for the remainder of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default Term of this Lease. This Lease shall not, nor shall any interest therein, be assignable as In the event Tenant fails to so notify Landlord of Tenant's interest by operation of lawelection to accept termination or to continue as Tenant hereunder, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding such failure shall be deemed an election to terminate and such termination shall be reasonable: (a) Conflict effective as of the proposed use with other uses in the Building or Center; (b) Financial inadequacy end of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants 10-day period provided for in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performedLandlord's notice as hereinabove provided. No assignment or transfer subletting shall apply or be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations permitted other than during the initial Term of Tenant under this Lease. 20.4 Notwithstanding anything . Options or extensions, if any, are available exclusively to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with original Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, Tenant Lessee shall not voluntarily, involuntarilyassign this lease, or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's any interest thereinherein, and shall not sublet nor permit the use by others of the Premises premises or any part thereof thereof, or any right or privilege appurtenant thereto, or suffer any other person (the agent and employees of Lessee excepted) to occupy of use the premises, or any portion thereof, without first obtaining in each instance Landlord's prior written consent. If consent is once given by Landlord of Lessor which shall not be ------------------ unreasonably withheld and shall not be delayed for more than fifteen (15) ------------------------------------------------------------------------- calendar days following written request for approval from Lessee, and a consent ---------------------------------------------------------------- to any such one assignment, transfer, hypothecation or subletting, such consent occupation, or use by any other person shall not operate as a waiver of the necessity for obtaining Landlord's be deemed to be consent to any subsequent assignment, transfersubletting, hypothecation occupation, or sublease, and no assignment shall release Tenant from use by any liability hereunderother person. Any such assignment or transfer subletting without Landlord's such consent shall be void void, and shall, at Landlord's optionthe option of Lessor, constitute an Event of Default terminate this lease. Any transfer or assignment of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest lease by operation of law, law without Landlord's express prior the written consent. 20.2 The consent of Landlord required under Section 20.1 above Lessor shall make this lease voidable at the option of Lessor. Lessor will not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasonsto a subletting by Lessee, the withholding shall be deemed to be reasonable: provided that (a) Conflict of the sublessee is financially responsible; (b) the sublessee proposes to use the premises for the same purposes or a purpose which is permitted by applicable zoning ordinances and regulations; (c) the proposed use with other uses in is not injurious to the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; premises; (d) A the proposed use which would have a detrimental impact on will not disturb other tenants of Lessor in the common facilities building or immediate vicinity; and (e) the proposed use will not violate any existing exclusive use provisions applicable to the building or the other tenants in the Center. 20.3 Each assignee premises. Every assignment or transferee sublease shall agree to assume and be deemed to have assumed this Lease recite that is and shall be subject and remain liable jointly and severally with Tenant for subordinate to the payment provisions of all rents due here underthis lease, and for the due performance during the term termination of all the covenants and conditions herein set forth by Tenant to be performed. No this lease shall constitute a termination of every assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Leasesublease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, The Tenant shall not voluntarily, involuntarily, or by operation of law assign, transfer, hypothecatemortgage, pledge, encumber, or otherwise encumber dispose of this Lease Agreement or Tenant's any interest therein, and shall not nor sublet nor permit the use by others of the Premises or any part thereof thereof, without first obtaining in each instance the Landlord's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. If Any request for consent is once given to assign or sublet shall include: The proposed assignee's or subtenant's name, business history, and financial statements for the preceding three (3) years; The nature of the proposed assignee's or subtenant's business and intended use of the Premises, which must comply with the Use Restrictions; The terms of the proposed assignment or sublease; and Any other information reasonably requested by the Landlord. The Landlord may withhold consent if the proposed assignee or subtenant: Lacks sufficient financial strength to perform the Tenant's obligations; Intends to use the Premises for purposes inconsistent with the Use Restrictions; Is a competitor of the Landlord or other tenants in the building; or Otherwise presents an unreasonable risk to the Premises or building. Notwithstanding any such assignment, transfer, hypothecation assignment or subletting, such consent the Tenant shall not operate as a waiver remain primarily liable for the performance of all obligations under this Agreement, including payment of rent and compliance with all terms. The Tenant shall reimburse the necessity Landlord for obtaining reasonable legal and administrative costs incurred in reviewing any proposed assignment or subletting. Any purported assignment or subletting without the Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's prior written consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant material default under this LeaseAgreement. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, a. Tenant shall not voluntarilynot, involuntarily, or by operation without the prior written consent of law assign, transfer, hypothecate, Landlord in each instance: (i) assign or otherwise encumber transfer this Lease or any of Tenant's interest therein’s rights hereunder, and shall not (ii) sublet nor the Premises or any part thereof, or permit the use by others of the Premises or any part thereof by any persons other than Tenant or its employees, agent and invitees, or (iii) permit the assignment or other transfer of this Lease or any of Tenant’s rights hereunder by operation of law. Landlord’s consent to a proposed assignment or sublease shall not be unreasonably withheld, conditioned or delayed, provided Landlord reasonably determines that the proposed assignee or subtenant (A) is of a type and quality consistent with the first-class nature of the Building, (B) has the financial capacity and creditworthiness to undertake and perform the obligations of this Lease or the sublease, (C) is not a party by whom any suit or action could be defended on the ground of sovereign immunity or diplomatic immunity and (D) will not impose any additional material burden upon Landlord in the operation of the Building (to an extent greater than the burden to which Landlord would have been had Tenant continued to use such part of the Premises). In addition, the following conditions must be satisfied at the time Tenant requests Landlord’s consent to an assignment or sublease: (1) no Event of Default (hereinafter defined) exists and no event has occurred which, with notice and/or the passage of time, would constitute an Event of Default if not cured within the time, including any applicable grace period, specified herein; (2) Landlord receives at least thirty (30) days prior written notice of Tenant’s intention to assign this Lease or sublet any portion of the Premises (“Tenant’s Transfer Notice”); (3) the proposed use of the Premises will not violate any agreement affecting the Premises or the Building (provided, that if such proposed use will violate any such agreement, Landlord shall notify Tenant thereof after Landlord’s receipt of Tenant’s Transfer Notice); (4) Tenant submits to Landlord, within five (5) days after Landlord’s request therefor, whatever information Landlord reasonably requires in order to permit Landlord to approve of or disapprove of the proposed subletting or assignment, including without first obtaining limitation the name, business experience, financial history, net worth and business references of the proposed assignee or subtenant (and each of its principals), an in-depth description of the transaction, and the consideration delivered to Tenant for the assignment or sublease; and (5) Tenant has paid to Landlord an administrative fee in each instance Landlord's written consent. If the amount of Seven Hundred Fifty Dollars ($750.00) which shall be retained by Landlord whether or not such consent is once given granted. b. All proposed subleases and assignments shall be on a form of sublease or assignment, whichever is applicable, reasonably acceptable to Landlord; and shall contain, inter alia, the following provisions: (i) any such assignment or sublease shall include an assumption by the assignee or subtenant, from and after the effective date of such assignment or sublease, of the performance and observance of the covenants and conditions to be performed and observed on the part of Tenant as contained in this Lease, and (ii) any such sublease or assignment shall specify that this Lease or sublease shall not be further assigned nor the Premises further sublet (except in strict accordance with the terms and conditions of this Lease) and shall specify that the term of such sublease shall not extend beyond one (1) day prior to the expiration of this Lease. The consent by Landlord to any assignment, transfer or subletting to any person or entity shall not be construed as a waiver or release of Tenant from any provision of this Lease, unless expressly agreed to in writing by Landlord (it being understood that Tenant shall remain primarily liable as a principal and not as a guarantor or surety), nor shall the collection or acceptance of rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant from any such provision. No consent by Landlord to any such assignment, transfer, hypothecation transfer or subletting, such consent subletting in any one instance shall not operate as constitute a waiver of the necessity for obtaining Landlord's such consent to any in a subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consentinstance. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld c. In the event that Tenant assigns this Lease or delayed. Should Landlord withhold its consent for sublets all or any portion of the following reasonsPremises, the withholding Tenant shall be deemed pay to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here underLandlord, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shallas Additional Rent, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) of the difference between (i) all sums paid to Tenant or its agent by or on behalf of such assignee or subtenant under the assignment or sublease after deducting Tenant’s reasonable, actual expenses of obtaining such assignment or subleasing, including, but not limited to, brokerage commissions, tenant improvement or other allowances or concessions granted and actually paid out by Tenant, advertising and marketing costs incurred, and legal fees (with all such expenses amortized on a straight-line basis over the term of the proposed sublease or over the term of the assignment), and (ii) the Annual Base Rent and Additional Rent paid by Tenant under this Lease and attributable to the portion of the Premises assigned or sublet. d. For purposes of this Section 7, a transfer, conveyance, grant or pledge, directly or indirectly, in one or more transactions, of an interest in Tenant (whether stock, partnership interest or other form of ownership or control, or the issuance of new interests) by which an aggregate of more than fifty percent (50%) of the beneficial interest in Tenant shall be vested in a party or parties who are not holders of such interest(s) as of the date hereof) shall be deemed an assignment of this Lease; provided, however, that this limitation shall not apply to any corporation, all of the outstanding voting stock of which is listed on a national securities exchange as defined in the Securities Exchange Act of 1934. The merger or consolidation of Tenant into or with any other entity, the sale of all or substantially all of Tenant’s assets, or the dissolution of Tenant shall each be deemed to be an assignment within the meaning of this ArticleSection. e. Any assignment or subletting not in conformance with the terms of this Lease shall be void ab initio and shall, except transfers subject to the provisions of Section 16, constitute a default under the Lease. f. Except in connection with an assignment of this Lease or a subletting of all or any portion of the Premises to an Affiliate of Tenant, upon receipt of Tenant’s Transfer Notice, Landlord may, at its option, in lieu of approving or rejecting the proposed assignment or subletting, exercise all or any of the following rights by written notice to Tenant becoming of Landlord’s intent to do so within fifteen (15) business days of Landlord’s receipt of Tenant’s Transfer Notice: (i) with respect to a publicly traded corporationproposed assignment of this Lease, the right to terminate this Lease on the effective date of proposed assignment as though it were the Lease Expiration Date; (ii) with respect to a proposed sublease of the entire Premises for a sublease term ending during the last Lease Year of the Term, the right to terminate this Lease on the effective date of the sublease as though it were the Lease Expiration Date; or (iii) with respect to a proposed sublease of less than the entire Premises for a sublease term ending during the last six (6) months of the Term, the right to terminate this Lease as to the portion of the Premises affected by such sublease on the effective date of the sublease, as though it were the Lease Expiration Date, in which case Tenant shall execute and deliver to Landlord an appropriate modification of this Lease, in form satisfactory to Landlord in all respects within ten (10) days of Landlord’s notice of partial termination, which modification of this Lease shall provide that the number of rentable square feet of the Premises shall be decreased by, and the Monthly Base Rent and Additional Rent payable by Tenant hereunder shall be adjusted in proportion to, the number of rentable square feet of the Premises affected by such termination, as determined by Landlord. g. If Landlord exercises any of its options under Section 7.f., above, Landlord may then lease (or sublease) the Premises or any portion thereof to Tenant’s proposed assignee or subtenant, as the case may be, without any liability whatsoever to Tenant. h. Except as otherwise expressly set forth in Sections 22 and 23, below, upon any assignment of this Lease or sublease of all or a portion of the Premises (except to an Affiliate of Tenant), any and all option rights, rights of first refusal, rights of first negotiation, and expansion rights shall terminate, it being understood that any and all such rights are personal to Tenant (and not to any assignee or subtenant) and are not appurtenant to the Premises or this Lease. Further, except as otherwise expressly set forth in Sections 22 and 23, below, Tenant shall not have the right to exercise any such rights unless Tenant (and not any assignee or subtenant of Tenant) shall be in occupancy of all of the Premises at the time of the exercise of any such right. In addition to the administrative fee described in Section 7.a.(7), above, Tenant shall reimburse Landlord for its reasonable attorneys’ fees (which fees shall in no event exceed Two Thousand Dollars ($2,000.00)) and other third party expenses incurred in reviewing any requested consent whether or not such consent is granted. Tenant shall not collaterally assign, mortgage, pledge, hypothecate or otherwise encumber this Lease or any of Tenant’s rights hereunder without the prior written consent of Landlord, which consent Landlord may withhold in its sole discretion. i. Notwithstanding any consent by Landlord to an assignment or subletting, Tenant shall remain primarily liable for the performance of all covenants and obligations contained in this Lease. Each approved assignee or subtenant shall also automatically become liable for the obligations of Tenant hereunder. Landlord shall be permitted to enforce the provisions of this Lease directly against Tenant and/or against any assignee or sublessee without proceeding in any way against any other person. Collection or acceptance of Annual Base Rent or Additional Rent from any such assignee, subtenant or occupant shall not constitute a waiver or release of Tenant from the terms of any covenant or obligation contained in this Lease, hor shall such collection or acceptance in any way be construed to relieve Tenant from obtaining the prior written consent of Landlord to such assignment or subletting or any subsequent assignment or subletting. j. Notwithstanding anything contained herein to the contrary, the consent requirement set forth in Section 7a, above, shall not be applicable to any assignment of this Lease or subletting of the Premises to an Affiliate (hereinafter defined) of Tenant; provided, however, that in each instance, Tenant shall give Landlord at least fifteen (15) days prior written notice of all transfersany proposed sublease or assignment to an Affiliate, which notice shall contain information and documentation reasonably acceptable to Landlord evidencing to Landlord’s reasonable satisfaction that the proposed assignee or subtenant is an Affiliate, and a copy of the proposed assignment or sublease document. As used herein, the term “Affiliate” shall refer to a person or entity that controls (hereinafter defined), is controlled by, or is under common control with Tenant. “Control” as used herein shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the entity in question, whether through ownership of voting securities or not consent is required, and in no event shall Tenant be released from any of its obligations under this Leaseby contract.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, initials initials 12.1 Tenant shall not voluntarilypermit any part of the Leased Premises to be used or occupied by any persons other than the Tenant, involuntarilyany subtenants permitted under Section 12.2, and the employees of the Tenant and any such permitted subtenant, or permit any part of the Leased Premises to be used or occupied by operation of law assign, transfer, hypothecateany licensee or concessionaire, or otherwise encumber this Lease or permit any persons to be upon the Leased Premises other than the Tenant's interest therein, such permitted subtenants, and their respective employees, customers, and others having the lawful business with them. 12.2 Tenant shall not assign or sublet nor permit or part with the use by others possession of all or part of the Leased Premises or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above Landlord, which consent shall not be unreasonably withheld or delayed. Should withheld; provided, however, that Tenant shall: submit in writing to Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy name and legal composition of the proposed subtenant or assignee; ; (b) the nature of the business proposed to be carried on in the Leased Premises; (c) A proposed use which would diminish the reputation terms and provisions of the Center or the other businesses located therein; proposed sublease; (d) A such reasonable financial and other information as the Landlord may request concerning the proposed use which would have subtenant or assignee; (e) assurances, adequate to the Landlord, of the future performance by the proposed subtenant or assignee under the Lease; (f) a detrimental impact on payment of $500.00 to the common facilities Landlord to defray expense of Landlord in reviewing the aforementioned material, (g) payment of all Landlord's legal fees and related expenses incurred as a result of the assignment or subletting. Any such consent to any assignment or subletting shall not relieve the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant from its obligations for the payment of all rents rental due here under, hereunder and for the due full and faithful observance and performance during of the term of all the covenants covenants, terms and conditions herein set forth by Tenant to be performedcontained. No term of assignment or transfer subletting shall be effective or binding on Landlord unless said extend beyond the primary term of the lease, and any option periods under this Lease shall terminate with respect to any Tenant assignee or transferee shallsublessee. Consent of the Landlord to an assignment or subletting shall not in any way be construed to relieve the Tenant from obtaining the consent of the Landlord to any further assignment or subletting, concurrently, deliver and shall not bind Landlord to Landlord an assumption agreement by said assignee provide any services or transferee assuming all obligations of Tenant under this Leasebenefits to subtenant that ▇▇▇▇▇▇ had provided or committed to provide in writing or otherwise. 20.4 Notwithstanding anything to 12.3 If the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnershipentity other than an individual, the transfer, assignment, or hypothecation or any stock or transfer of an interest in such corporation, association or partnership in the aggregate of in excess of more than fifty percent (50%) of such entity (or in more than fifty percent (50%) of any type of equity security of such entity, i.e., preferred stock, any class of common stock) shall constitute an assignment for purposes of this Section, which assignment shall require the same approval and be subject to the same limitations pursuant to Section 12.2 as any other assignment. The rights and obligations described in this Section 12.3 shall be deemed an assignment within applicable regardless of whether the meaning change in control occurs at one time or as a cumulative result of several changes in ownership. The Tenant shall, upon request of the Landlord, make available to the Landlord for inspection or copying or both, all books and records of the Tenant which alone or with other data show the applicability or inapplicability of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Section 12.3 12.4 If any interest holder of the Tenant shall give fail or refuse to furnish to the Landlord prior written notice information or data requested by Landlord, verified by the affidavit of all transferssuch interest holder or other credible person, whether which data alone or not consent is requiredwith other data show the applicability of Section 12.3, and in no then such failure shall constitute an event shall Tenant be released from any of its obligations default under this Lease.

Assignment and Subletting. 20.1 Subject A. Tenant shall not assign or sublet, in whole or in part, all or any part of the Leased Premises, without the prior written consent of Landlord. B. Landlord shall not be deemed to have acted unreasonably with respect to the denial of any request for consent if (i) the proposed assignee or sublessee is not of substantial and recognized financial responsibility, satisfactory to Landlord and its mortgagee, if any, unless Tenant agrees to remain liable on the Lease for the remainder of the term, including any renewal option; (ii) the Landlord has been unable to obtain any required consent of its mortgagee to such assignment; or (iii) the Landlord would be prohibited from leasing space in the Building to the proposed assignee or sublessee pursuant to a provision contained in a lease for space in the Building or Project. Tenant shall, at the time Tenant requests consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and the terms of Section 20.4the proposed assignment or subletting, and Landlord shall have ten (10) days after receipt of all required information to elect one of the following: (i) consent to such proposed assignment or sublease; (ii) refuse such consent; or (iii) elect to terminate this Lease or in a partial sublease, terminate this Lease as to the portion of the Leased Premises proposed to be sublet, which, in both instances, Tenant remains liable for the remainder of the Lease. If Landlord elects to exercise its right to terminate this Lease or a portion thereof under a proposed assignment or subletting, Tenant shall have the right to withdraw its request for Landlord’s consent, in which event Landlord’s termination notice shall be null and void and the Lease shall remain in full force and effect. No subletting by Tenant shall relieve Tenant of any obligation under this Lease, including, but not voluntarilylimited to, involuntarily, or by operation Tenant’s obligation to pay Rent and Additional Rent. An assignment of law assign, transfer, hypothecate, or otherwise encumber this Lease shall result in Tenant being fully released from any and all liability accruing subsequent to the assignment. Any purported assignment or Tenant's interest therein, and subletting contrary to the provisions hereof without consent shall not sublet nor permit the use by others of the Premises or any part thereof without first obtaining in each instance Landlord's written consentbe void. If The consent is once given by Landlord to any such assignment, transfer, hypothecation assignment or subletting, such consent subletting shall not operate as constitute a waiver of the necessity for obtaining Landlord's such consent to any subsequent assignmentassignment or subletting. Landlord’s consent may be subject to Landlord’s requirements regarding security deposit, transferlease guarantees and other security requirements. In obtaining Landlord’s consent required by this Paragraph, hypothecation Tenant shall be responsible for all legal, professional, administrative, managerial and all other expenses (collectively “Expenses”), which expenses may include, without limitation, hourly fees for administrative and management personnel and an allocation for overhead and profit, incurred by Landlord in connection with Landlord’s review of any proposed assignment or sublet, including, but not limited to, attorney’s fees and disbursements, in reviewing any documents relating to any proposed assignment or sublease, . All forms of consents and no assignment shall release Tenant from agreements relating to or affecting any liability hereunder. Any such assignment or transfer without Landlord's consent sublease shall be void and shallsupplied or approved, at as Landlord shall elect, by counsel to Landlord's option, constitute an Event of Default . For purposes of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding Expenses shall be deemed to be reasonable: either (a) Conflict two percent (2%) of the Base Rent to be paid by the subtenant or assignee to Tenant where the Tenant produces the subtenant or assignee or (b) four percent (4%) of the Base Rent to be paid by the subtenant or assignee where the Landlord produces the subtenant or assignee, plus Landlord’s legal fees and disbursements arising out of or related to the review of the proposed use with other uses in the Building sublease or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease assignment and shall be due and remain liable jointly and severally with Tenant for the payment payable as Additional Rent. The obligation of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performedpay Landlord its Expenses shall survive the expiration or earlier termination of this Lease. No Additionally, the terms of any sublease or assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent deemed confidential and proprietary information that shall not be required for any assignment, transfer or sublease disseminated to any entity which controlsthird parties. Finally, is controlled by advertising or under common control with Tenant, publicity to attempt to sublet or to assign any entity resulting from a reorganization, merger or sale of substantially all portion of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent Leased Premises shall not be required for any offering of permitted without the stock of Landlord’s consent which may be withheld in its sole and absolute discretion. C. If the sublease or assignment is approved, Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of will pay to Landlord fifty percent (50%) shall be deemed of the “Net” (a) premium, if any, as and when received by Tenant on account of an assignment within or (b) profit, if any, as and when received by Tenant on any sublease. “Net” means after deducting from the meaning of this Articlefirst payments received all reasonable, except transfers actual out-of-pocket expenses incurred (and actually paid) in connection with the transaction, including, but not limited to, advertising costs, brokerage fees, legal fees, construction costs, cash inducements, and non-cash inducements such as lease takeovers and rent and additional rent paid by Tenant becoming a publicly traded corporationapportioned to the subject space for the period when the space was vacant and on the market for subletting or assignment. Tenant shall give provide all reasonable documentation required by Landlord prior written notice to confirm any expenses claimed by Tenant. Any sums due hereunder shall constitute Additional Rent and shall be paid by Tenant within twenty (20) days of all transfers, whether the receipt of sublet or not consent is required, and in no event shall Tenant be released assignment rent from any of its obligations under this Leasethe approved sublease or assignee.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, Tenant shall not voluntarily, involuntarilyassign this lease, or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's any interest therein, and shall not sublet nor permit the use by others of the Demised Premises or any part thereof thereof, or any right or privilege appurtenant thereto, or permit any other person (the agents and servants of Tenant excepted) to occupy or use the Demised Premises, or any portion thereof, without first obtaining in each instance the written consent of Landlord's written consent. If consent is once given Consent by Landlord to any such one assignment, transfer, hypothecation or subletting, such consent occupation or use by another person shall not operate as be deemed to be a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfersubletting, hypothecation occupation or sublease, and no use by another person. Consent to an assignment shall not release the original named Tenant from any liability hereunderfor the continued performance of the terms and provisions on the part of Tenant to be kept and performed, unless Landlord specifically releases the original named ▇▇▇▇▇▇ from said liability. Any such assignment or transfer subletting without Landlord's the prior written consent of Landlord shall be void void, and shall, at Landlord's option, constitute an Event the option of Default of Landlord terminate this Leaselease. This Lease shall not, Neither this lease nor shall any interest thereintherein shall be assignable, be assignable as to the interest of Tenant's interest , by operation of law, without Landlord's express the prior written consent. 20.2 The consent of Landlord. Landlord required under Section 20.1 above shall not be unreasonably withheld withhold consent of any assignment or delayedsubletting. Should Landlord withhold ▇▇▇▇▇▇ agrees that in the absence of an unusual circumstance affecting its consent for any security herein (such as the lack of economic substance of the following reasons, the withholding shall be deemed prospective assignee) it will consent to be reasonable: (a) Conflict transfers to relatives of the proposed use with other uses in present stockholders of Tenant, corporations controlled by the Building or Center; (b) Financial inadequacy present stockholders of Tenant and/or assignees of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Centerdealership. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject to the terms of Except in connection with a Permitted Transfer (defined in Section 20.4XII.F. below), Tenant shall not voluntarily, involuntarily, or by operation of law assign, transfersublease, hypothecate, transfer or otherwise encumber any interest in this Lease or Tenant's interest therein, and shall not sublet nor permit the allow any third party to use by others any portion of the Premises (collectively or any part thereof individually, a "Transfer") without first obtaining in each instance the prior written consent of Landlord, which consent shall not be unreasonably withheld if Landlord does not elect to exercise its termination rights under Section XII.D below. Without limitation, it is agreed that Landlord's written consentconsent shall not be considered unreasonably withheld if: (1) the proposed transferee's financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee's business is not suitable for the Buildings considering the business of the other tenants and the Buildings' prestige, or would result in a violation of another tenant's rights; (3) the proposed transferee is a governmental agency or occupant of the Building (provided that Landlord will not withhold its consent solely because the transferee is a government agency if the Transfer would not impose any additional obligations on Landlord or result in an excessive amount of foot traffic to and from the Premises or an excessive amount of people per square foot within the Premises); (4) Tenant is in default after the expiration of the notice and cure periods in this Lease; or (5) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer. If Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent is once given to a proposed Transfer and Tenant's sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article shall, at Landlord's option, be void. Consent by Landlord to any such assignment, transfer, hypothecation one or subletting, such consent more Transfer(s) shall not operate as a waiver of the necessity Landlord's rights to approve any subsequent Transfers. In no event shall any Transfer or Permitted Transfer release or relieve Tenant from any obligation under this Lease. As part of its request for obtaining Landlord's consent to any subsequent a Transfer, Tenant shall provide Landlord with financial statements for the proposed transferee, a complete copy of the proposed assignment, sublease and other contractual documents and such other information as Landlord may reasonably request. Landlord shall, by written notice to Tenant delivered as soon as reasonably possible but in any event within 30 days of its receipt of the required information and documentation, either: (1) consent to the Transfer by the execution of a consent agreement in a form reasonably designated by Landlord or reasonably refuse to consent to the Transfer in writing; or (2) exercise its right to terminate this Lease as provided in Section XII.D. Any such termination shall be effective on the proposed effective date of the Transfer for which Tenant requested consent. Tenant shall pay Landlord a review fee of $1,000.00 for Landlord's review of any Permitted Transfer or requested Transfer, provided if Landlord's actual reasonable costs and expenses (including reasonable attorneys' fees) exceed $1,000.00, Tenant shall reimburse Landlord for its actual costs and expenses in lieu of a fixed review fee. Notwithstanding the foregoing, provided that Tenant does not request any changes to this Lease or Landlord's standard form of consent in connection with the proposed transfer, hypothecation such costs and expenses shall not exceed One Thousand Dollars ($1,000.00). Tenant shall pay Landlord 50% of all rent which Tenant receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer. Tenant shall pay Landlord for Landlord's share of any excess within 30 days after Tenant's receipt of such excess consideration. Tenant may deduct from the excess all reasonable and customary expenses directly incurred by Tenant attributable to the Transfer (including Landlord's review fee), including brokerage fees, legal fees and construction costs relating to such Transfer. The calculation of such excess rent shall also be subject to the following terms and conditions: (i) Tenant may also deduct from the rent received by Tenant the monthly amortization of any Additional Cost incurred by Tenant and (ii) if and to the extent Tenant has paid Warm Shell Construction Items (as that term is defined in Exhibit D) or subleaseif Tenant elects not to receive the Tenant Improvement Allowance (as that term is defined in Exhibit D), and no or both, such that the Base Rent payable under this Lease has been reduced, then the excess rent payable with respect to any such sublease or assignment shall release be calculated based upon the Base Rent which would have been payable under this Lease had Tenant from not so elected and the Base Rent reduction had not occurred. If Tenant is in Monetary Default (defined in Section XIX.A. below), Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of any liability hereunder. Any such assignment or transfer without payments received (less Landlord's consent shall be void and shall, at Landlord's option, constitute an Event share of Default of this Leaseany excess). This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for Notwithstanding any of the following reasonsabove provisions of this Section to the contrary, the withholding shall be deemed if Tenant notifies Landlord that it desires to be reasonable: enter into a Transfer and if such Transfer (ataken separately or in conjunction with previous Transfers) Conflict involves either (i) an assignment of the proposed use with other uses in the Building Lease or Center; (bii) Financial inadequacy of the proposed subtenant any sublease for all or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets then remaining Term, then Landlord, in lieu of consenting to such Transfer, may elect (x) in the case of an assignment of this Lease, to terminate this Lease, or (y) in the case of an applicable sublease, to terminate this Lease as it relates to the space proposed to be subleased by Tenant. The term "CONTROL" In such event, this Lease will terminate and the Base Rent and Tenant's Pro Rata Share under this Lease shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant proportionately reduced on the public market or date the Transfer was proposed to be effective, and Landlord may lease such space to any open market transactions involving party, including the stock of prospective Transferee identified by Tenant. If Landlord exercises such termination right, Landlord shall reimburse Tenant for any broker's commission paid or payable by Tenant to a third party broker having an exclusive listing agreement with respect to such Subleased Premises resulting from such termination and recapture and shall immediately pay to Tenant the unamortized portion of all Additional Cost and Tenant's contribution to the cost of completing the Warm Shell Construction Items as provided in Exhibit D (at actual or computed interest at the rate Tenant would reasonably be required to have paid to finance such amounts) with respect to the terminated portion of the Premises or all the Premises in the case of a complete termination. Except as provided below with respect to a Permitted Transfer, if Tenant is a corporation, limited liability company, partnership, or similar entity, and if the entity which owns or controls a majority of the voting shares/rights at any time changes for any reason (including but not limited to a publicly traded corporationmerger, consolidation or reorganization), such change of ownership or control shall constitute a Transfer. The foregoing shall not apply so long as Tenant is an entity whose outstanding stock is listed on a recognized security exchange, or if Tenant at least 80% of its voting stock is an unincorporated association or a partnershipowned by another entity, the transfer, assignment, or hypothecation or any voting stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent which is required, and in no event shall Tenant be released from any of its obligations under this Leaseso listed.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, (a) The Tenant shall not voluntarily, involuntarily, or by operation of law assign, transfer, hypothecate, or otherwise encumber assign this Lease or Tenant's interest thereinsublet or otherwise part with possession of the whole or any part of the Premises unless: (1) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with, and the acceptance of which would not breach any provision of this Lease if this Article 13.00 is complied with and which the Tenant has determined to accept subject to this Article 13.00 being complied with, and (2) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for such consent shall be in writing and accompanied by a true copy of such offer, and the Tenant shall furnish to the Landlord all information available to the tenant and requested by the Landlord as to the responsibility, reputation, financial standing and business experience of the proposed assignee or sub-tenant. The Landlord’s consent to the proposed assignment or sublease shall not sublet nor permit be unreasonably withheld so long as the use by others proposed assignment or sublease complies with this Article 13.00; (b) Notwithstanding any such assignment, sublease, or parting with possession the Tenant shall not be released from performing any of the terms, covenants and conditions of this Lease during the Term; (c) If this Lease is assigned or if the Premises or any part thereof are sublet or occupied by anybody other than the Tenant, the Landlord may collect Rent directly from the assignee, sub-tenant or occupant, and apply the net amount collected, or the necessary portion thereof, to the rent herein reserved; (d) The Tenant shall deliver to the Landlord a certified statement of the Tenant’s Gross Revenue to the date of any assignment or sublease approved by the Landlord; (e) No assignment or sublease shall be made or proposed other than to responsible persons, firms, partnerships or bodies corporate who are experienced in and agree to carry on the type of business permitted to be conducted by the tenant, and who undertake to perform and observe the obligations of the Tenant hereunder by entering into the Landlord’s form of agreement directly with the Landlord; provided, that, no change in the use of, or the business carried on from, the Premises shall be made from that permitted by this Lease; (f) The prohibition against assigning or subletting without first obtaining in each instance Landlord's written consent. If the consent is once given required by this Article 13 .00 shall be construed to include a prohibition (g) The consent by the Landlord to any such assignment, transfer, hypothecation assignment or subletting, such consent sublease shall not operate as constitute a waiver of the necessity for obtaining Landlord's such consent to any subsequent assignment, transfer, hypothecation assignment or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (bh) Financial inadequacy The Tenant shall not suffer or permit any part of the proposed subtenant Premises to be used or assignee;occupied by any licensee, franchisee or concessionaire other than in accordance with this Article 13.00; and (ci) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed If this Lease and shall be and remain liable jointly and severally is assigned with the Landlord’s consent, the Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant agrees to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything pay to the contrary hereinLandlord the sum of One Thousand Five Hundred Dollars ($1,500.00), plus Sales Tax, together with the Landlord's consent shall not be required for any assignment, transfer or sublease ’s out-of-pocket legal fees and disbursements to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of cover the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers ’s administration and processing costs in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Leasesuch assignment.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.417.1 Except as otherwise set forth herein, Tenant shall not voluntarily, involuntarily, or by operation of law assign, transfermortgage, hypothecatepledge, hypothecate or otherwise encumber this Lease nor the leasehold estate hereby created or Tenant's any interest thereinherein, and shall not or sublet nor permit the use by others of the Premises or any part thereof portion thereof, or license the use of all or any portion of the Premises without first obtaining the prior written consent of Landlord, which consent may be withheld in each instance Landlord's written consentsole discretion. If Provided, however, that Tenant shall have the right, upon giving notice to Landlord, to assign this Lease or sublet all or any portion of the Premises to an Affiliate of Tenant so long as such Affiliate agrees to be bound by the terms and provisions of this Lease and, in the case of an assignment, assumes Tenant's obligations under this Lease. The restriction or limitation on use of the Premises shall continue to apply to any subtenant or assignee hereunder. Any consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such act requiring consent pursuant to this Section 17.1 shall not operate as constitute a waiver of the necessity for obtaining Landlord's such consent to any subsequent act. Tenant shall pay all reasonable costs, expenses and reasonable attorneys' fees that may be incurred or paid by Landlord in processing, documenting or administering any request of Tenant for Landlord's consent required pursuant to this Section 17.1. 17.2 Landlord may reasonably require that each proposed assignee or sublessee agree, in a written agreement satisfactory to Landlord, to assume and abide by all the terms and provisions of this Lease, including those which govern the permitted uses of the Premises. 17.3 In the absence of an express agreement in writing to the contrary executed by Landlord, no assignment, transfermortgage, hypothecation pledge, hypothecation, encumbrance, subletting or sublease, and no assignment license hereof or hereunder shall act as a release of Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasonsprovisions, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by of this Lease on the part of Tenant to be kept and performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, 21.1 Tenant shall not voluntarily, ,involuntarily, or by operation of or law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's interest therein, and shall not sublet nor permit the use by others of the Premises or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, assignment transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, shall at Landlord's option, constitute an Event of Default a material breach of this Lease. This Lease shall not, nor shall any interest Interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 21.2 The consent of Landlord required under Section 20.1 Paragraph 21.1 above shall not be unreasonably withheld or delayedwithheld. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict Conflict, incompatibility or duplication of the proposed use with other uses in the Building or Shopping Center; ; (b) Financial inadequacy of the proposed subtenant sublessee or assignee; ; (c) A proposed use or use which would diminish the reputation of the Shopping Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject 17.1 Except for Permitted Transfers, Tenant shall not, without the prior written consent of Landlord, which may be withheld in the sole discretion of Landlord, assign this Lease or in any manner whatsoever sublet, assign, sell, pledge, encumber or transfer all or any part of the Leased Property or any interest in the Leased Property or enter into any management or other similar agreement pursuant to which a party shall undertake responsibility for the terms management and operation of Section 20.4the Leased Property or any portion thereof. Further, and except for Permitted Transfers, Tenant shall not cause or permit any sale, transfer, pledge, assignment or encumbrance of any ownership interest or voting rights in Tenant whether voluntarily, involuntarily, or by operation of law assignor otherwise, transfer, hypothecate, and any such act or otherwise encumber occurrence shall be deemed to be an assignment of this Lease or Tenant's interest thereinLease, and shall not sublet nor permit require Landlord’s prior written consent, which may be withheld in the use by others sole discretion of Landlord. Any violation or breach or attempted violation or breach of the Premises provisions of this Article by Tenant, or any part thereof without first obtaining acts inconsistent herewith shall vest no right, title or interest herein or hereunder or in each instance Landlord's written consent. If consent is once given by Landlord to the Leased Property, in any such assignment, transfer, hypothecation transferee or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or subleaseassignee, and no assignment any such violation, breach or attempted violation or breach shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of hereunder permitting Landlord to terminate this Lease. This Lease shall not, nor shall any interest therein, be assignable as or to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for exercise any of its other remedies in accordance with the following reasonsprovisions of Article 21 herein without any right of Tenant to cure the same. As used herein, the withholding a “Permitted Transfer” shall be deemed to be reasonable: mean any (a) Conflict of liens, pledges, encumbrances and security interests granted to Guarantor’s or Tenant’s secured lenders under the proposed use with other uses in A/R Credit Facility or any LG Parent Credit Facility expressly permitted under the Building or Center; Lease Guaranty; (b) Financial inadequacy ordinary and customary subleases or license agreements to providers of the proposed subtenant services at any Facility (such as therapy providers, beauty salons, convenience stores or assignee; banks/ATMs); (c) A proposed use which would diminish the reputation resident licenses and agreements with residents and patients of the Center or the other businesses located therein; each Facility; and (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfersale, assignment, subletting, transfer, pledge or hypothecation encumbrance of any direct or any stock or indirect ownership interest in such corporation, association any entity comprising Tenant or partnership in Guarantor to the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.extent expressly permitted under

Assignment and Subletting. 20.1 Subject 18.1 During the Term, Tenant shall not, without the prior written consent of Landlord, which may be withheld in the sole discretion of Landlord, assign this Lease or in any manner whatsoever sublet, assign, sell, pledge, encumber or transfer all or any part of the Leased Property or any interest in the Leased Property or enter into any management or other similar agreement pursuant to which a party shall undertake responsibility for the terms management and operation of Section 20.4the Leased Property or any portion thereof. For the purposes of this Lease, it shall be deemed to be an assignment of this Lease if there shall occur any change (voluntary or involuntary, by operation of law or otherwise) in the persons or entities which Control the management and affairs of Tenant or Guarantor as of the date of this Lease. Further, and except for security interests granted to Tenant’s senior secured lender, Tenant shall not cause or permit any sale, transfer, pledge, assignment or encumbrance of ownership interest or voting rights in Tenant which results in twenty percent (20%) or more of the ownership interests or voting rights in Tenant being held by any persons or entities that did not have such ownership as of the date of this Lease, whether voluntarily, involuntarily, or by operation of law assignor otherwise, transfer, hypothecate, and any such act or otherwise encumber occurrence shall be deemed to be an assignment of this Lease or Tenant's interest thereinLease, and shall not sublet nor permit the use by others require Landlord’s prior written consent, which may be withheld in Landlord’s sole discretion. Any violation or breach or attempted violation or breach of the Premises provisions of this Article by Tenant, or any part thereof without first obtaining acts inconsistent herewith shall vest no right, title or interest herein or hereunder or in each instance Landlord's written consent. If consent is once given by Landlord to the Leased Property, in any such assignment, transfer, hypothecation transferee or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or subleaseassignee, and no assignment any such violation, breach or attempted violation or breach shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default hereunder permitting Landlord to terminate this Lease or to exercise any of this Leaseits other remedies in accordance with the provisions of ARTICLE 21 without any right of Tenant to cure the same. This Lease shall not, nor shall any interest therein, be assignable as Landlord’s consent to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasonsforegoing shall not release Tenant from, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume otherwise affect, Tenant’s obligations and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant liabilities under this Lease. 20.4 18.2 Notwithstanding anything the provisions of Section 18.1, Landlord agrees that Tenant shall have the right to the contrary hereinencumber, Landlord's consent shall not be required for any assignmentcollaterally assign, transfer pledge or sublease to any entity which controls, is controlled by or under common control with hypothecate Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or ’s interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of leasehold estate created by this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord Lease without Landlord’s prior written notice consent so long as such encumbrance, assignment or pledge (hereinafter, a “Leasehold Mortgage”) is in favor of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.a real

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, Tenant shall not voluntarilyassign this Lease in whole or in part, involuntarilynor sublease all or any part of the Premises, nor permit other persons to occupy said Premises or any part thereof, nor grant any license or concession for all or any part of said Premises, nor allow any transfer of an ownership interest in Tenant by sale, assignment, bequest, inheritance, operation of law or otherwise that results in a change of voting control of, or majority interest in, Tenant without the prior written consent of Landlord in each instance. An assignment for the benefit of Tenant&WP1-9;s creditors or otherwise by operation of law assign, transfer, hypothecate, shall not be effective to transfer or otherwise encumber assign Tenant&WP1-9;s interest under this Lease or Tenant's interest therein, and unless Landlord shall not sublet nor permit the use by others of the Premises or any part thereof without have first obtaining consented thereto in each instance Landlord's written consentwriting. If Any consent is once given by Landlord to any such assignment, transfer, hypothecation an assignment or subletting, such consent subletting of this Lease shall not operate as constitute a waiver of the necessity for obtaining Landlord's of such consent as to any subsequent assignmentassignment or subletting and shall not relieve Tenant of liability hereunder. Tenant shall be responsible for all of Landlord's reasonable attorney's fees and other reasonable costs incurred in negotiation and consultation concerning any proposed assignment or subletting, transferand in the preparation, hypothecation drafting, review and negotiation of any assignment or subletting documents. Although Landlord may withhold its consent, in its sole discretion, to any proposed assignment or sublease, and no assignment shall release Tenant from Landlord's approval of any liability hereunder. Any such proposed assignment or transfer without sublease shall be conditioned on use of Landlord's consent shall be void form documents and shall, at payment by Tenant on demand of Landlord's optionreasonable attorney's fees and other reasonable costs. Notwithstanding the above, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall will not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasonsprovided (x) such assignee is credit worthy, the withholding shall be deemed to be reasonable: (ay) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporationthen in default of any obligations at the date of request or at the effective date of assignment and (z) the use of the Tenant will not be obnoxious, offensive or if Tenant is an unincorporated association or a partnership, interfere with the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in use and enjoyment of the aggregate of in excess of fifty percent (50%) shall be deemed an assignment Premises within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether Center by other tenants or not consent is required, and in no event shall Tenant be released from any of its obligations under this Leasethe Landlord.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.416.01 Tenant will not, Tenant shall not voluntarily, involuntarily, voluntarily or by operation of law law, assign, transfersell, hypothecateconvey, sublet or otherwise transfer all or any part of Tenant's right or interest in this Lease, or otherwise encumber this Lease allow any other person or Tenant's interest therein, and shall not sublet nor permit the entity to occupy or use by others all or any part of the Premises (collectively called "Transfer") without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld. Any Transfer without the prior written consent of Landlord shall be void. Without limiting the generality of the definition of "Transfer," it is agreed that each of the following shall be deemed a "Transfer" for purposes of this Article 16: (a) an entity other than Tenant becoming the tenant hereunder by merger, consolidation, or other reorganization; and (b) a transfer of any ownership interest in Tenant (unless Tenant is an entity whose stock is publicly traded). Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any similar or successor Laws, now or hereinafter in effect, and all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable Laws, on behalf of the proposed transferee. Tenant shall provide to Landlord all information requested by Landlord concerning a Transfer. In no event shall Tenant mortgage, encumber, pledge or assign for security purposes all or any part thereof without first obtaining of its interest in each instance Landlord's written consentthis Lease. If Regardless of whether consent is once given by Landlord to is granted in connection with any such assignmentTransfer, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment Transfer shall release Tenant from any obligation or liability hereunder; Tenant shall remain primarily liable to pay all rent and other sums due hereunder to Landlord and to perform all other obligations hereunder. Any such Similarly, no Transfer, with or without the consent of Landlord, shall release any guarantor from its obligations under its guaranty. Upon any assignment or transfer sublease, any rights, options or opportunities granted to Tenant hereunder to extend or renew the Term, to shorten the Term, or to lease additional space shall be null and void. 16.02 In the event Landlord consents to a Transfer, the Transfer will not be effective until Landlord receives a fully executed agreement regarding the Transfer, in a form and of substance acceptable to Landlord, any documents or information required by such agreement (including any estoppel certificate and any subordination agreement required by any lender of Landlord), an amount equal to all attorneys' fees incurred by Landlord (regardless of whether such consent is granted and regardless of whether the Transfer is consummated) and other expenses of Landlord incurred in connection with the Transfer, and a Transfer fee in an amount determined by Landlord (a minimum fee of $250.00). 16.03 Any consideration paid to Tenant for assignment of this Lease, less any reasonable brokerage commission paid by Tenant with respect to such assignment, shall be immediately paid to Landlord. In the event of a sublease of all or a portion of the Premises, all rents payable by the subtenant in excess of rents payable hereunder (allocated on a per square foot basis in the event of a partial sublease) shall be immediately due and payable to Landlord; provided, excess rental shall be calculated taking into account straight-line amortization, without interest, of any reasonable brokerage commission paid by Tenant in connection with the subject sublease transaction. 16.04 Landlord may, within 30 days after submission of Tenant's written request for Landlord's consent shall be void and shallto a Transfer, at Landlord's optionterminate this Lease (or, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of lawa partial subletting, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any terminate this Lease as to the portion of the following reasons, the withholding shall be deemed Premises proposed to be reasonable: sublet) as of the date the proposed Transfer was to be effective. If Landlord terminates this Lease as to only a portion of the Premises, then (a) Conflict this Lease shall cease as to such portion of the proposed use with other uses in the Building or Center; Premises, (b) Financial inadequacy Tenant shall pay to Landlord all Base Rent and other amounts accrued through the termination date relating to the portion of the Premises covered by the proposed subtenant or assignee; Transfer, and (c) A proposed use which would diminish Tenant shall execute, upon request of Landlord, an amendment hereto setting forth matters related to such partial termination. Landlord may physically separate the reputation recaptured portion of the Center or Premises and lease such portion of the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything Premises to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, prospective transferee (or to any entity resulting from other person) without liability to Tenant. 16.05 Upon the occurrence of a reorganizationDefault, merger or sale of substantially all of if the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market Premises or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporationportion thereof are sublet, or if Tenant is an unincorporated association or a partnershipLandlord may, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, at its option and in no event shall addition and without prejudice to any other remedies herein provided or provided by Law, collect directly from the sublessee(s) all rentals becoming due Tenant be released from any of its obligations under this Leaseand apply such rentals against other sums due hereunder to Landlord.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.417.1 Except as otherwise set forth herein, Tenant shall not voluntarily, involuntarily, or by operation of law assign, transfermortgage, hypothecatepledge, hypothecate or otherwise encumber this Lease nor the leasehold estate hereby created or Tenant's any interest thereinherein, and shall not or sublet nor permit the Stalls or any of them, or license the use by others of all or any portion of the Premises or any part thereof Parking Facility without first obtaining the prior written consent of Landlord, which consent may be withheld in each instance Landlord's written consentsole discretion. If Provided, however, Tenant shall have the right to assign this Lease to any successor-in-interest to the Hotel and, upon such assignment Tenant shall be relieved from any further obligation hereunder. The restriction or limitation on use of the Parking Facility shall continue to apply to any subtenant or assignee hereunder. Any consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such act requiring consent pursuant to this Section 17.1 shall not operate as constitute a waiver of the necessity for obtaining Landlord's such consent to any subsequent act. Tenant shall pay all reasonable costs, expenses and reasonable attorneys' fees that may be incurred or paid by Landlord in processing, documenting or administering any request of Tenant for Landlord's consent required pursuant to this Section 17.1. 17.2 Landlord may reasonably require that each proposed assignee or sublessee agree, in a written agreement satisfactory to Landlord, to assume and abide by all the terms and provisions of this Lease, including those which govern the permitted uses of the Parking Facility. 17.3 In the absence of an express agreement in writing to the contrary executed by Landlord, no assignment, transfermortgage, hypothecation pledge, hypothecation, encumbrance, subletting or sublease, and no assignment license hereof or hereunder shall act as a release of Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasonsprovisions, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by of this Lease on the part of Tenant to be kept and performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 17.4 Notwithstanding anything to the contrary contained herein, LandlordTenant may encumber Tenant's consent shall not leasehold estate under this Lease to secure financing of any indebtedness or any obligations of Tenant or any Affiliate of Tenant, in such amount and on such terms as Tenant may determine appropriate in its discretion, and Landlord hereby agrees to effect such amendments and modifications of this Lease as may be required for any assignmentby the obligee of such indebtedness or obligations to make this Lease "financeable" and to execute and deliver to such obligee such documents and instruments as such obligee may require in connection therewith; provided, transfer or sublease however, that Landlord shall have no obligation to agree to any entity which controls, is controlled by amendments or under common control with Tenant, modifications or to execute any entity resulting from a reorganization, merger documents or sale instruments that require Landlord to subordinate its fee interest to the lien of substantially all of any such encumbrance or to extend the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporationLease or decrease the obligation of Landlord hereunder. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.SECTION 18

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, 19.1 Tenant shall not voluntarily, involuntarily, assign or by operation of law assign, transfer, hypothecate, in any manner transfer this lease or otherwise encumber this Lease any estate or Tenant's interest therein, and shall not or sublet nor permit the use by others of the Demised Premises or any part thereof thereof, or grant any license, concession or other right of occupancy of any portion of the Demised Premises without first obtaining the prior written consent of Landlord. Landlord agrees that it will not withhold, delay or condition its consent in each instance an unreasonable manner (as further explained in Section 30.4 of this lease); however, in determining whether or not to grant its consent, Landlord shall be entitled to take into consideration factors such as Landlord's written consentdesired tenant mix, the reputation and net worth of the proposed transferee, and the then current market conditions (including market rentals). If consent is once given In addition, Landlord shall also be entitled to charge Tenant a reasonable fee for processing Tenant's request. Consent by Landlord to any such assignment, transfer, hypothecation one or subletting, such consent more assignments or sublettings shall not operate as a waiver of the necessity for obtaining Landlord's consent rights as to any subsequent assignmentassignments or sublettings. In all events, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such Landlord can refuse to consent to an assignment or transfer without Landlord's consent sublease if there shall be void and shallexist any uncured event of default of Tenant or a matter which will become a default with the passage of time. Notwithstanding the foregoing, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of lawTenant may, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any but otherwise subject to all of the following reasonsprovision of this Article 19 (except for Section 19.7), the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver upon concurrent written notice to Landlord an assumption agreement by said assignee sublet the Demised Premises or transferee assuming all obligations of Tenant under assign this Lease. 20.4 Notwithstanding anything lease to the contrary hereinfollowing parties (singularly, Landlord's consent shall not be required for any assignmenta "Permitted Assignee", transfer collectively, "Permitted Assignees"): (i) a subsidiary, affiliate or sublease to any entity which controlscorporation controlling, is controlled by or under common control with Tenant, or to any entity resulting from (II) a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.successor corporation related to

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, (a) Tenant shall not voluntarilyassign, involuntarilymortgage, encumber, or by operation of law assign, transfer, hypothecate, or otherwise encumber in any manner transfer this Lease or Tenant's any estate or interest therein, and shall not therein or sublet nor or permit the use by others of the Premises or any part thereof to be used by others without first obtaining the prior written consent of Landlord, which consent Landlord may withhold in each instance its sole and absolute subjective discretion. Notwithstanding any of the foregoing to the contrary, and provided that no event of default exists and is continuing hereunder, Landlord shall not unreasonably withhold or delay its consent to any proposed assignment or subletting of the Premises if (i) the use of the Premises pursuant to such assignment or sublease is in compliance with Section 5(a) hereof; (ii) the proposed assignee or subtenant is of a type and quality consistent and compatible with a first-class office building and with the Building and its tenants; (iii) Landlord is reasonably satisfied with the financial condition and liquidity of the assignee under any such assignment or the sublessee under any such sublease; (iv) the initial Tenant remains fully liable as a primary obligor for the payment of all rent and other charges payable hereunder and for the performance of all its other obligations hereunder; and (v) the proposed assignee and subtenant assumes the obligation of Tenant under this Lease in a written instrument reasonably satisfactory to Landlord. No assignment or transfer of this Lease may be effected by operation of law or otherwise without Landlord's prior written consent. If consent is once given Consent by Landlord to any such assignment, transfer, hypothecation one or subletting, such consent more assignments or sublettings shall not operate as a waiver of the necessity for obtaining Landlord's consent rights as to any subsequent assignment, assignments or sublettings. Any attempted transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent subletting in violation of the foregoing sentence shall be void and shallconfer no rights upon any third person, at and the acceptance of rent by Landlord from any such assignee or sublessee shall not operate as a waiver of Landlord's optionrights hereunder or as a consent to any such assignment or subletting, constitute an Event notwithstanding any assignment or subletting to which Landlord may consent. Tenant shall at all times remain fully responsible and liable for the payment of Default the rent herein specified and for compliance with all of its other obligations under this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding term "sublet" shall be deemed to be reasonable: (a) Conflict include the granting of licenses, concessions, and any other rights of occupancy of any portion of the proposed use with other uses in the Building or Center;Premises. (b) Financial inadequacy It is expressly understood and agreed that this Lease and all rights of the proposed subtenant Landlord hereunder shall be fully and freely assignable by Landlord without notice to, or assignee;consent of, Tenant. (c) A proposed use which would diminish In the reputation event of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants transfer and assignment by Landlord of its interest in the Center. 20.3 Each assignee or transferee this Lease, Landlord shall agree to assume and thereby be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here underreleased from any further responsibility hereunder, and Tenant agrees to look solely to such successor in interest of the Landlord for the due performance during the term of all the covenants and conditions herein set forth such obligations. Any security given by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets secure performance of Tenant's obligations hereunder may be assigned and transferred by Landlord to such successor in interest of Landlord; and, upon receipt of such security, Landlord shall thereby be discharged of any further obligation relating thereto. The term "CONTROLLandlord" as used in this Lease shall mean the ownership of at least 50% owner of the stock or assets of Tenant. FurtherBuilding, Landlord's consent shall not be required for any offering of at the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest time in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is requiredquestion, and in no the event of the transfer (whether voluntary or involuntary) by such owner of its interest in the Building, such owner shall Tenant thereupon be released and discharged from any all covenants and obligations of its the Lease thereafter accruing, but such covenants and obligations under this Leaseshall be binding during the Term upon each new owner for the duration of such owner's ownership.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, (a) Tenant shall not, without the prior written consent of Landlord, which consent shall not voluntarilybe unreasonably withheld, involuntarily(1) assign this Lease, or any interest herein, or (ii) sublet the Premises, or any portion thereof, or (iii) permit the use of the Premises by any party other than Tenant, or (iv) mortgage, pledge or hypothecate this Lease or (v) otherwise transfer any interest in this Lease or the Premises by operation of law assign, transfer, hypothecate, or otherwise encumber otherwise. Consent to any assignment or sublease shall not destroy this Lease or Tenant's interest thereinprovision, and all later assignments or subleases shall not sublet nor permit be made likewise only upon the use prior written consent of Landlord. Any assignee or sublessee of Tenant, at the option of Landlord, shall become directly liable to Landlord for all obligations of Tenant hereunder, but no sublease or assignment by others Tenant shall relieve Tenant of the Premises or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability to Landlord hereunder. Any such assignment or transfer without Landlord's consent shall be void null and shallvoid. Notwithstanding the foregoing, at Landlord's option, constitute an Event of Default of Tenant may assign this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of lawa related entity, without Landlord's express prior written consent. 20.2 The consent , for safety and soundness reasons, if so suggested in writing by a governmental bank regulatory authority or agency having jurisdiction over Tenant's operations; provided such assignment (A) is to an entity, the majority ownership of Landlord required under Section 20.1 above which is common to that of the Tenant, (B) will not have the effect of altering or otherwise changing the operations conducted upon the Premises, which operations shall remain those of Tenant, and (C) is not be unreasonably withheld or delayed. Should Landlord withhold its consent for undertaken in connection with any of the following reasonsevents described in Section 16(b). Tenant acknowledges and represents it will exercise its rights under the foregoing sentence in good faith, acknowledging that the Base Monthly Rent reserved hereunder is below fair market value, and that due to the nature of this transaction, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant possibility exists for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No exercising such assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything rights to the contrary herein, detriment of Landlord. Promptly upon any assignment for which Landlord's consent shall not be required for any necessary, Tenant shall notify Landlord of such assignment. (b) Notwithstanding the foregoing, transfer in the event (i) Tenant shall merge with another bank or sublease to any entity which controls, is controlled by or under common control with Tenantother financial institution, or (ii) transfer to any entity resulting from a reorganization, merger another bank or sale of financial institution all or substantially all of the its assets or properties, and as a result of Tenant. The term "CONTROL" shall mean the ownership of at least 50% any of the stock or assets of Tenant. Further, Landlord's consent foregoing transactions there shall not be required for any offering a change in the identity of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest provisions regarding Base Monthly Rent in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%Section 4(b) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is requireddeleted, and the following substituted in no event lieu thereof. As a result of such change, Base Monthly Rent shall Tenant be released calculated as if the following provisions had been effective from any the Commencement Date: - Base Monthly Rent for each month during the First Lease Year of its obligations under this Leasethe Term shall be Three Thousand One Hundred Twenty Five and No/100 Dollars ($3,125.00).

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, Tenant shall not voluntarily, involuntarily, or by operation of law assign, transferpledge, hypothecate, mortgage or otherwise transfer or encumber this Lease Lease, nor sublet all or Tenant's interest therein, and shall not sublet nor permit the use by others any part of the Premises or permit the same to be occupied or used by anyone other than Tenant or its employees or any part thereof subsidiary, parent or affiliated company of Tenant without first obtaining in each instance Landlord's ’s prior written consentapproval, which Landlord agrees not unreasonably to withhold. If consent is once given by It will not be unreasonable for Landlord to any such assignmentwithhold consent if the reputation, transferfinancial responsibility, hypothecation or sublettingbusiness of a proposed assignee or subtenant is unsatisfactory to Landlord. Tenant’s request for approval shall be in writing and contain the name, such consent shall not operate as a waiver address and description of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict business of the proposed assignee or subtenant, its most recent financial statement and other evidence of financial responsibility, its intended use with other uses in of the Building or Center; (b) Financial inadequacy Premises, and the terms and conditions of the proposed subtenant assignment or assignee;subletting. Within fifteen (15) days from receipt of such request, Landlord shall either: (c▇. ▇▇▇▇▇ or refuse consent; or B. elect to require Tenant i) A to execute an assignment or lease or sublease of Tenant’s interest hereunder to Landlord or its designee upon the same terms and conditions as are contained herein, together with an assignment of Tenant’s interest as sublessor in any such proposed use which would diminish the reputation of the Center or the other businesses located therein;sublease, or (dii) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Deleted. Each assignee or transferee sublessee of Tenant’s interest hereunder shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, payments and for the due performance during the term of all the covenants terms, covenants, conditions and conditions provisions herein set forth by Tenant contained on Tenant’s part to be observed and performed. No assignment or transfer shall be effective or binding on upon Landlord unless said the assignee or transferee shall, concurrently, shall deliver to Landlord an instrument in recordable form containing a covenant or assumption agreement by said the assignee, but the failure or refusal of an assignee to execute the same shall not release assignee from its liability as set forth herein. Any assignment or transferee assuming all obligations subletting shall terminate any right in Tenant (as may otherwise be provided for herein) to renew or extend the Term of this Lease or any right of expansion to new or additional space, and shall likewise terminate and render void and of no effect any prior exercise of any of the rights enumerated above (except and only to the extent that a renewal term is then in effect). Any consent by Landlord hereunder shall not constitute a waiver of strict future compliance by Tenant of the provisions of this Section 25 or a release of Tenant under this Lease. 20.4 Notwithstanding anything to from the contrary herein, Landlord's consent shall not be required for full performance by Tenant of any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock terms, covenants, provisions or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest conditions in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this LeaseLease contained.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, Tenant Guest shall not voluntarily, involuntarily, or by operation of law assign, transfer, hypothecate, or otherwise encumber assign this Lease or Tenant's interest therein, and shall not sublet nor permit the use by others of the Premises or any part thereof without first obtaining in each instance Landlord's the written consent. If consent is once given by Landlord to any such assignmentof Host, transfer, hypothecation or subletting, such which consent shall not operate as a waiver be unreasonably withheld. Under no circumstances shall Guest have the right to sublease the Premises to more than three (3) sublessees. Any other provision of this Paragraph to the contrary notwithstanding, Host shall not be required to give its consent to an assignment or subletting of the necessity leased Premises, or any part thereof, if the effect of such assignment or subletting would be to create a profit for obtaining Landlordthe Guest. In such cases, any profit from the assignment or subletting shall be paid to the Host. Guest agrees that it shall not be unreasonable for Host to withhold its consent to a proposed assignment or subletting if: (i) Host believes that the proposed assignee or sublessee of 35,000 square feet or more in the premises is not as financially responsible as Guest on the date hereof; (ii) Host believes that the proposed assignee or sublessee will not conduct on the Premises a business of a quality equal to that conducted by Guest; or (iii) Host believes that the business of the proposed assignee or sublessee, conducted on the Premises, will have an impact upon the common facilities dissimilar to that of Guest's business or will require services of Host dissimilar to those required by Guest. Host's consent to one assignment or sublease shall not waive the requirement of its consent to any subsequent assignment, transfer, hypothecation assignment or sublease. In the event Host consents to Guest's subletting, Guest shall include in such sublease all of the pertinent terms contained herein, and no assignment Guest shall release Tenant from furnish Host with a certified copy of any liability hereunder. Any and all subleases affecting the demised Premises prior to such assignment or transfer without Landlord's consent shall be void consent; and shallin case of default by Guest giving Host right of entry for breach of condition subsequent, Guest, at LandlordHost's option, constitute shall assign all of Guest's right, title and interest in any subleases to Host, and Guest shall incorporate such provision in any and all subleases made by Guest. Host's consent to an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above assignment shall not be unreasonably withheld effective until Host has received a written document in which the assignee has assumed and agreed to perform all of Guest's obligations in the Lease. Host's consent to an assignment or delayed. Should Landlord withhold sublease shall not release the Guest from the payment and performance of its consent for any of obligations in the following reasonsLease, but rather the withholding Guest and its assignee shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant primarily liable for the such payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Leaseperformance. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4A. Except as provided under Paragraph 18.B., below, Tenant shall not voluntarily, involuntarily, or by operation of law voluntarily assign, transfer, hypothecatemortgage, pledge, hypothecate or otherwise encumber this Lease or Tenant's any interest therein, and shall not sublet nor permit the use by others of the Premises or any part thereof thereof, or any right or privilege appurtenant thereof, or allow any person (the employees, agents, servants, customers, and invitees of Tenant excepted) to occupy or use the Premises or any portion thereof, without first obtaining in each instance the prior written consent of Landlord's written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such which consent shall not operate be unreasonably withheld. If Landlord’s written response to a written request to sublet or assign is not received by Tenant within thirty (30) days after receipt of such request by Landlord, Landlord’s failure to respond will be deemed as consent. A consent to one assignment, subletting, occupation or use by another person shall not be deemed to be a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfersubletting, hypothecation occupation or sublease, and no use by another person. Consent to any such assignment or subletting shall release not relieve Tenant from or any Guarantor of any liability hereunderunder this Lease. Any such assignment or transfer subletting without Landlord's ’s consent shall be void and shallvoid. B. Notwithstanding, at Landlord's optionParagraph 18.A., constitute an Event above, Tenant may assign or sublet this Lease to any corporate parent, subsidiary or successor in interest through merger, reorganization or the like; provided, however, that any such assignment or subletting, shall not relieve Tenant of Default of any liability under this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest unless approved by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above in writing which shall not be unreasonably conditioned, delayed or withheld or delayed. Should Landlord withhold its consent for any if the creditworthiness of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each such assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver sublessee is acceptable to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Leaseand Landlord’s assignees. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject 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 Lease is one which is personal to the terms Tenant, and agrees for itself and its successors and assigns in interest hereunder that it will not (a) assign any of Section 20.4its rights under this Lease, or (b) make or permit any total or partial sale, lease, sublease, assignment, conveyance, license, mortgage, pledge, encumbrance, or a transfer of a controlling interest in Tenant, or other transfer of any or all of the Premises or the occupancy or use thereof (each of which is hereinafter referred to as a "Transfer"), without first obtaining the Landlord's written consent thereto (which consent/18/ and, if given, shall not constitute a consent to any subsequent such Transfer, whether by the person hereinabove named as the "Tenant" or 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 (and in form and substance satisfactory to) the Landlord, by which it assumes all of the Tenant's obligations hereunder. Any person to whom any Transfer is attempted without such consent shall have no claim, right or remedy whatsoever hereunder against the Landlord, and the Landlord shall have no duty to recognize any person claiming under or through the same. No such action taken with or without the 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 ------------- /18/ shall not voluntarilybe unreasonably withheld, involuntarilyconditioned or delayed, so long as such transferee meets Landlord's reasonable criteria, which criteria are as follows: a. The financial strength of the proposed assignee or subtenant, 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 strength at the time this Lease was signed or at the time of such assignment or sublease, whichever is greater. b. The proposed assignee or subtenant will not burden the Premises and/or Common Areas to an extent substantially disproportionate to typical tenants of the Building, whether through disproportionate demand for landlord services or utilities, disproportionate bearing weights on floor areas, disproportionate parking requirements, deterioration of floors or other elements of the Building, or by operation otherwise. c. The proposed assignee or subtenant does not intend to make substantial alterations to the Premises which would, in Landlord's reasonable judgement, result in a material net decrease in the value of law assignthe Premises as improved. d. The proposed assignee's or subtenant's use of the Premises will, transferin Landlord's sole judgment, hypothecatebe compatible with the uses of the other tenants in the Building or will be appropriate for a Class A office building. e. Any other basis on which Landlord can reasonably refuse to withhold its consent to the proposed assignment or sublease, including any failure of the proposed assignee or subtenant to meet any of the reasonable criteria of Landlord that Tenant was required to meet prior to the execution of this Lease. 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 otherwise encumber pro rata portion thereof on a square footage basis for any portion of the Premises, Tenant shall promptly pay/19/ said excess to Landlord as and when received by Tenant. 10.2 Anything contained in the foregoing provisions of this Lease Section to the contrary notwithstanding, neither the Tenant nor any other person having an interest in the possession, use or Tenant's interest therein, and shall not sublet nor permit the use by others occupancy of the Premises or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver other portion of the necessity for obtaining Landlord's consent to Property shall enter into any subsequent assignmentlease, transfer, hypothecation or sublease, and no assignment shall release Tenant from license, concession or other agreement for the possession, use or occupancy of space in the Premises or any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event other portion of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent the Property which provides for any rental or other payment for such use, occupancy or utilization based in whole or in part upon the net income or profits derived by any person from the space in the Premises or other portion of the following reasonsProperty so leased, the withholding shall be deemed to be reasonable: used or occupied (a) Conflict other than any amount based on a fixed percentages of the proposed use with other uses in the Building receipts or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Centersales). 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, 21.1 Tenant shall not not, whether voluntarily, involuntarily, involuntarily or by operation of law Law, convey, sell, assign, transfersublease, hypothecatepledge, mortgage, or otherwise encumber transfer this Lease Lease, or any interest in the Premises, or enter into any agreement or make any arrangement to do any of the foregoing (any of the actions referred to in this sentence being hereinafter referred to as a "Transfer") without, in each instance, Landlord's prior written consent, which shall not be unreasonably withheld, delayed or conditioned provided (a) such transferee is a good credit risk based on reasonable credit criteria generally applied to the evaluation of prospective Tenant's, and (b) such transferee's use is consistent with Tenant's interest therein, and shall not sublet nor permit the use by others as set forth herein. Any Transfer undertaken in violation of the Premises or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver provisions of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent this Section 21.1 shall be null and void and shallof no force or effect and, at Landlord's option, shall constitute an Event of Default hereunder. Whether or not Landlord has consented to any Transfer, Landlord may collect rent from the assignee, subtenant or occupant without such collection being deemed an acceptance or waiver of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior right to consent to such Transfer. Each permitted transferee shall be required to execute, acknowledge and deliver to Landlord a written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any instrument wherein such Transferee unconditionally assumes and agrees to perform all of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict obligations of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed Tenant under this Lease and shall be recognizes and remain liable jointly and severally with Tenant for consents to the payment exercise of all rents due here under, of Landlord's rights and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performedremedies hereunder. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary hereinin the Lease, Tenant may assign, sublet or otherwise transfer its interest in the Lease, without Landlord's consent consent, written or otherwise, to any parent, subsidiary or affiliate of Tenant, or to a corporation or other business entity with which Tenant may merge or consolidate and there shall be no recapture right in connection with such assignment and there shall not be any recapture rights in connection with any such assignments, sublets or transfers. This Lease shall not restrict or purport to restrict or refer in any manner to a change in control or change in shareholders, directors, management or organization of Tenant, or any subsidiary, affiliate or parent of Tenant, or to the issuance, sale, purchase, public offering, disposition or recapitalization of the capital stock of Tenant, or any subsidiary, affiliate or parent of Tenant. All other assignments shall be subject to the approval of Landlord, which shall not be unreasonably withheld, delayed or conditioned. 21.2 Landlord shall not be required to consider any request for any assignment, transfer or sublease consent to any entity which controls, a proposed Transfer unless Landlord is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all first given fifteen (15) days' prior Notice of the assets particulars of Tenant. The term "CONTROL" shall mean the ownership of at least 50% such proposed Transfer, including, without limitation, a description of the stock or assets nature and character of Tenant. Furtherthe proposed transferee's business, and such financial and other data and information concerning the proposed Transfer and transferee as Landlord may reasonably request and which are consistent with the scope of Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Leaserights.

Assignment and Subletting. 20.1 Subject to It is agreed that the terms of Section 20.4, Tenant shall not voluntarily, involuntarily, or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or TenantLessee's leasehold interest therein, and shall not sublet nor permit in the use by others of the Premises or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease demised premises shall not, nor shall any part or portion thereof or any interest therein, be assignable as to Tenant's interest sold, assigned, sublet, transferred or encumbered, voluntarily, by operation of lawlaw or otherwise, without Landlord's express prior the written consent of the Lessor first had and obtained; and the Lessee agrees that it will not attempt to assign, sell, transfer, encumber or hypothecate this Lease or any part or portion thereof or interest therein without such written consent. 20.2 The ; provided however, such restriction shall not apply to the transfer to the personal representative or distributee of a deceased individual Lessee; and provided further, the Lessee may, if it is not in default and without release from liability hereunder, assign this Lease and leasehold estate or any interest therein or right thereto, to a subsidiary, affiliated, related or successor corporation, or any corporation with which Lessee may become merged and consolidated, for any use permitted in this Lease; provided, however, that as such assignment shall be effective until delivery to the Lessor of a written instrument or instruments executed by Lessee and such assignee, evidencing such assignment and such assignee's acceptance thereof and assumption of all further obligations of the Lessee hereunder. Any attempt to assign, transfer, encumber or hypothecate the Lessee's interest or any portion thereof, and any attempt to sublet the demised premises or any portion thereof, contrary to the terms of this Lease, shall be void and of no force or effect; provided however, the Lessor shall not and agrees that it will not arbitrarily withhold its consent to the subletting of Landlord required under Section 20.1 above the premises or any part thereof to any subtenant of good character for the purpose of operating a business that will not be harmful to the premises or out of keeping with the general character of business conducted in and about the immediate neighborhood. Any consent given by the Lessor to the Lessee of any assignment of this Lease or any interest herein, or to any subletting hereunder, shall not be unreasonably withheld construed as a consent to any further or delayed. Should Landlord withhold subsequent assignment or subletting or as a waiver of the right of the Lessor to object to any further or subsequent assignment or subletting, to which its consent for any of has not been first had and obtained. The Lessee, together with all assignees, if the following reasonsLessor elects to treat such assignees as tenants, the withholding shall be deemed held and hereby agree to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable held jointly and severally with Tenant responsible for the payment of all rents due here under, rent and for the due performance during the term faithful fulfillment of all the covenants covenants, terms and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, 18.1 Tenant shall not voluntarily, involuntarilyassign this Lease, or by operation sublease or transfer all or any portion of law assignthe Premises without the prior written consent of Landlord, transferwhich consent shall not be unreasonably withheld as to subletting or assignment; provided, hypothecatehowever, that Landlord shall not be deemed to have unreasonably withheld its consent to a proposed assignment, sublease or transfer of any or all of the Premises if such consent is withheld because: (i) Tenant is then in default of this Lease, following applicable notice and the expiration of applicable cure periods, or otherwise encumber an event has occurred which, with the giving of notice or passage of time, or both, would constitute a default hereunder (unless such occurrence shall be cured prior to the commencement date of the proposed sublease or assignment); or (ii) any notice of termination of this Lease or termination of Tenant's interest thereinrights under this Lease shall have been validly given; or (iii)(a) either the portion of the Premises which Tenant proposed to sublease, or the remaining portion of the Premises, or the means of ingress and shall not sublet nor permit egress to either the portion of the Premises which Tenant proposed to sublease or the remaining portion of the Premises, or (iii)(b) the proposed use by others of the Premises or any part portion thereof without first obtaining by the proposed assignee or subtenant will violate any Legal Requirement or would not conform with the use provisions set forth in each instance Landlord's written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default Article 9 of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation ; or (iv) in the reasonable judgment of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall proposed assignee or subtenant is of a character or reputation or is engaged in a business which would be deemed harmful to be reasonable: (a) Conflict the image and reputation of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of Landlord, or the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate financially capable of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of performing its obligations under the terms of this Lease.; or (v) the proposed assignee or subtenant is a governmental entity (or subdivision or agency thereof) or is an occupant of the Building for whom Landlord has available for lease space similar in size and otherwise reasonably

Assignment and Subletting. 20.1 Subject to (i) That the terms Tenant will not assign this Lease in whole or in part, nor sublet all or any part of Section 20.4the Leased Premises, Tenant shall not voluntarily, involuntarily, nor mortgage or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or Tenant's interest therein, and shall not sublet nor permit the use by others of the Leased Premises or any part thereof thereof, nor suffer or permit the occupation of, or part with or share possession of, all or any part of the Leased Premises by any other person, firm or corporation (all of the foregoing being hereinafter referred to as a “transfer”) without first obtaining the prior consent of the Landlord in each instance Landlord's written consentinstance, which consent shall not be unreasonably withheld, subject to the provisions of subparagraph (ii) of this Paragraph 9(j). If The consent is once given by the Landlord to any such assignment, transfer, hypothecation or sublettingif granted, such consent shall not operate as constitute a waiver of the necessity for obtaining Landlord's such consent to any subsequent assignment, transfer, hypothecation or sublease, . This prohibition against a transfer is construed so as to include a prohibition against any transfer by operation of law and no assignment transfer shall release take place by reason of a failure by the Landlord to reply to a request by the Tenant from any liability hereunderfor consent to a transfer. Any such assignment or If there is a permitted transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest thereinthe Landlord may collect rent from the assignee, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld subtenant or delayed. Should Landlord withhold its consent for any occupant (all of the following reasonsforegoing being hereinafter collectively referred to as the “transferee”), and apply the withholding net amount collected to the Minimum Rent required to be paid pursuant to this Lease, but no acceptance by the Landlord of any payments by a transferee shall be deemed a waiver of this covenant or the acceptance of the transferee as Tenant or a release of the Tenant for the further performance by the Tenant of the covenants or obligations on the part of the Tenant herein contained. Any document evidencing the Landlord’s consent to a transfer of the Lease, if permitted or consented to by the Landlord shall be prepared by the Landlord’s solicitors, and all legal fees with respect thereto shall be paid by the Tenant to the Landlord forthwith upon demand. Any consent by the Landlord shall be subject to the Tenant causing any such transferee to promptly execute an agreement directly with the Landlord agreeing to be reasonable: (a) Conflict bound by all of the proposed use terms, covenants and conditions contained in this Lease as if such transferee had originally executed this Lease as Tenant. . Notwithstanding that any such transfer is permitted or consented to by the Landlord, the Tenant shall be jointly and severally liable with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed upon this Lease and shall not be and remain liable jointly and severally with Tenant for released from performing any of the payment of all rents due here underterms, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under contained in this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, Tenant Guest shall not voluntarily, involuntarily, or by operation of law assign, transfer, hypothecate, or otherwise encumber assign this Lease or Tenant's interest therein, and shall not sublet nor permit the use by others of the Premises or any part thereof without first obtaining in each instance Landlord's the written consent. If consent is once given by Landlord to any such assignmentof Host, transfer, hypothecation or subletting, such which consent shall not operate as a waiver be unreasonably withheld. Under no circumstances shall Guest have the right to sublease the Premises to more than three (3) sublessees. Any other provision of this Paragraph to the contrary notwithstanding, Host shall not be required to give its consent to an assignment or subletting of the necessity leased Premises, or any part thereof, if the effect of such assignment or subletting would be to create a profit for obtaining Landlord's the Guest. In such cases, any profit from the assignment or subletting shall be paid to the Host. Guest agrees that it shall not be unreasonable for Host to withhold its consent to a proposed assignment or subletting if: (i) Host believes that the proposed assignee or sublessee of 35,000 square feet or more in the premises is not as financially responsible as Guest on the date hereof; (ii) Host believes that the proposed assignee or sublessee will not conduct on the Premises a business of a quality equal to that conducted by Guest; or (iii) Host believes that the business of the proposed assignee or sublessee, conducted on the Premises, will have an impact upon the common facilities dissimilar to that of Guest’s business or will require services of Host dissimilar to those required by Guest. Host’s consent to one assignment or sublease shall not waive the requirement of its consent to any subsequent assignment, transfer, hypothecation assignment or sublease. In the event Host consents to Guest’s subletting, Guest shall include in such sublease all of the pertinent terms contained herein, and no assignment Guest shall release Tenant from furnish Host with a certified copy of any liability hereunder. Any and all subleases affecting the demised Premises prior to such assignment or transfer without Landlord's consent shall be void consent; and shallin case of default by Guest giving Host right of entry for breach of condition subsequent, Guest, at Landlord's Host’s option, constitute shall assign all of Guest’s right, title and interest in any subleases to Host, and Guest shall incorporate such provision in any and all subleases made by Guest. Host’s consent to an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above assignment shall not be unreasonably withheld effective until Host has reserved a written document in which the assignee has assumed and agreed to perform all of Guest’s obligations in the Lease. Host’s consent to an assignment or delayed. Should Landlord withhold sublease shall not release the Guest from the payment and performance of its consent for any of obligations in the following reasonsLease, but rather the withholding Guest and its assignee shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant primarily liable for the such payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Leaseperformance. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, 18.1 Tenant shall not, without the prior written consent of Landlord, which consent shall not voluntarilybe unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, involuntarilyconvey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law assign, transfer, hypothecate, law; or otherwise encumber this Lease or Tenant's interest therein, and shall not sublet nor (b) permit the use by others of the Premises or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, person other than Tenant and no assignment shall release Tenant from any liability hereunderits employees. Any such assignment transfer, sublease or transfer use described in the preceding sentence (a "Transfer") occurring without Landlord's the prior written consent shall be void and of Landlord shall, at Landlord's option, be void and of no effect. Landlord's consent to any Transfer shall not constitute a waiver of Landlord's right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an Event instrument in which such assignee assumes the remaining obligations of Default Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant's interest in any or all such subleases. 18.2 For purposes of this Lease. This Lease , the term "Transfer" shall notalso include (i) if a Tenant is a partnership or limited liability company, nor shall any interest thereinthe withdrawal or change, be assignable as to Tenant's interest voluntary, involuntary or by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall be deemed to be reasonable: (a) Conflict of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) or more of the partners, members or managers thereof, or transfer of twenty-five percent (25%) or more of partnership or membership interests therein within a twelve (12) month period, or the dissolution of the partnership or the limited liability company without immediate reconstitution thereof, and (ii) if Tenant is a corporation whose stock is not publicly held and not traded through an exchange or over the counter or any other form of entity, (A) the dissolution, merger, consolidation or other SMRH:422502059.9 -29- reorganization of Tenant, the sale or other transfer of more than an aggregate of fifty percent (50%) of the voting shares or other interests of or in Tenant (other than to immediate family members by reason of gift or death and other than to an Affiliate (as defined below)), within a twelve (12) month period, or (B) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of the value of the unencumbered assets of Tenant within a twelve (12) month period. 18.3 If Tenant desires the consent of Landlord to a Transfer, Tenant shall submit to Landlord, at least thirty (30) days prior to the proposed effective date of the Transfer, a written notice (the "Transfer Notice") which includes (a) the name of the proposed sublessee or assignee, (b) the nature of the proposed sublessee's or assignee's business, (c) the terms and provisions of the proposed sublease or assignment, and (d) current financial statements and information on the proposed sublessee or assignee. Upon receipt of the Transfer Notice, Landlord may request additional information concerning the Transfer or the proposed sublessee or assignee (the "Additional Information"). Subject to Landlord's rights under Section 18.6, Landlord shall not unreasonably withhold its consent to any assignment or sublease (excluding an encumbrance or transfer by operation of law), which consent or lack thereof shall be provided within thirty (30) days of receipt of Tenant's Transfer Notice; provided, however, Tenant hereby agrees that it shall be a reasonable basis for Landlord to withhold its consent if Landlord has not received the Additional Information requested by Landlord. Without limiting any other reasonable basis for Landlord to withhold its consent to the proposed Transfer, Landlord and Tenant agree that for purposes of this Lease and any Applicable Law, Landlord shall not be deemed to have unreasonably withheld its consent if, in the judgment of Landlord: (i) the transferee is of a character or engaged in a business which is not in keeping with the standards or criteria used by Landlord in leasing the Project, or the general character or quality of the Project; (ii) the financial condition of the transferee is such that it may not be able to perform its obligations in connection with this Lease (or otherwise does not satisfy Landlord’s standards for financial standing with respect to tenants under direct leases of comparable economic scope); (iii) the transferee is a tenant of or negotiating for space in the Project or occupies space in the Project or has negotiated with Landlord within the preceding ninety (90) days (or is currently negotiating with Landlord) to lease space in the Project and there is reasonable available space for such transferee in the Project, (iv) any person or entity which directly or indirectly controls, is controlled by, or is under common control with, the transferee, is a tenant of or negotiating for space in the Project or occupies space in the Project or has negotiated with Landlord within the preceding ninety (90) days (or is currently negotiating with Landlord) to lease space in the Project and there is reasonable available space for such transferee in the Project, and the transferee was formed or is being used as a subterfuge to avoid the application of this clause; (v) the transferee has the power of eminent domain, is a governmental agency or an agency or subdivision of a foreign government; (vi) an Event of Default by Tenant has occurred and is uncured at the time Tenant delivers the Transfer Notice to Landlord; (vii) such a Transfer would violate any term, condition, covenant, or agreement of Landlord involving the Project or any other tenant's lease within it or would give an occupant of the Project a right to cancel or modify its lease; (viii) intentionally omitted; (ix) in Landlord’s judgment, the use of the Premises by the proposed transferee would not be comparable to the types of office use by other tenants in the Project, would result in more than a reasonable density of occupants per square foot of the Premises, would increase the SMRH:422502059.9 -30- burden on elevators or other Building systems or equipment over the burden thereon prior to the proposed Transfer, would require increased services by Landlord or would require any alterations to the Project to comply with applicable laws; (x) the transferee intends to use the space for purposes which are not permitted under this Lease; (xi) the terms of the proposed Transfer would allow the transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar right held by Tenant (or will allow the transferee to occupy space leased by Tenant pursuant to any such right); (xii) the proposed Transfer would result in more than three subleases per each full floor of the Premises being in effect at any one time during the Term; (xiii) any ground lessor or mortgagee whose consent to such Transfer is required pursuant to the applicable ground lease or loan documents fails to consent thereto. Tenant hereby waives any right to terminate the Lease and/or recover damages as remedies for Landlord wrongfully withholding its consent to any Transfer and agrees that Tenant's sole and exclusive remedy therefor shall be to seek specific performance of Landlord's obligation to consent to such Transfer. 18.4 Landlord and Tenant agree that, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Tenant herein shall be subject to all of the terms, conditions, and provisions of this Lease, including, without limitation, restriction on use, assignment, and subletting and the covenant to pay Rent. Landlord may collect the rent owing by the assignee or sublessee directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Tenant or any guarantor of Tenant's performance hereunder from further performance by Tenant or such guarantor of covenants undertaken to be performed by Tenant herein. Tenant and any such guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Tenant, and Landlord may condition its consent to any Transfer upon the receipt of a written reaffirmation from each such guarantor in a form acceptable to Landlord (which shall not be construed to imply that the occurrence of a Transfer without such a reaffirmation would operate to release any guarantor). Consent by Landlord to a particular assignment, sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. In any case where Tenant desires to assign, sublease or enter into any related or similar transaction, whether or not Landlord consents to such assignment, sublease, or other transaction, Tenant shall pay any reasonable attorneys' fees incurred by Landlord in connection with such assignment, sublease or other transaction, including, without limitation, fees incurred in reviewing documents relating to, or evidencing, said assignment, sublease, or other transaction; provided that those costs shall not exceed $1,500 with respect to any single Transfer so long as Tenant and the proposed transferee execute Landlord's standard form of consent document without negotiation. All documents utilized by Tenant to evidence any subletting or assignment for which Landlord's consent has been requested and is required hereunder, shall be subject to prior approval (not to be unreasonably withheld, conditioned or delayed) by Landlord or its attorney. 18.5 Tenant shall be bound and obligated to pay Landlord a portion of any sums or economic consideration payable to Tenant by any sublessee, assignee, licensee, or other transferee, within ten (10) days following receipt thereof by Tenant from such sublessee, assignee, licensee, or other transferee, as the case might be, as follows: (a) In the case of an assignment, fifty percent (50%) of any sums or other economic consideration received by Tenant directly as a result of such assignment (but not any consideration for Tenant’s other assets or goodwill) shall be paid to Landlord, after first deducting reasonable costs incurred by Tenant in connection with the Transfer for the following: (i) broker fees, (ii) legal fees incurred in connection with the negotiation and documentation of the Transfer, (iii) accounting fees incurred in connection with the negotiation and documentation of the Transfer, (iv) costs of tenant improvements constructed by Tenant (with Landlord’s prior consent) in connection with the Transfer, (v) reasonable tenant improvement allowances granted by Tenant, and (vi) reasonable rent abatements or concessions granted by Tenant (collective, the “Transaction Costs”). (b) In the case of a subletting, fifty percent (50%) of any sums or economic consideration received by Tenant as a result of such subletting shall be paid to Landlord after first deducting the Transaction Costs, which shall be amortized over the term of the sublease. (c) Tenant shall provide Landlord with a detailed statement setting forth any sums or economic consideration Tenant either has or will derive from such Transfer, the deductions permitted under (a) and (b) of this Section 18.5, and the calculation of the amounts due Landlord under this Section 18.5. In addition, Landlord or its representative shall have the right at all reasonable times to audit the books and records of Tenant with respect to the calculation of the Transfer profits. If such inspection reveals that the amount paid to Landlord was incorrect, then within thirty (30) days of Tenant’s receipt of the results of such audit, Tenant shall pay Landlord the deficiency and the cost of Landlord’s audit. 18.6 If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et seq. or any successor or substitute therefor (the "Bankruptcy Code"), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord, and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any such monies or other consideration not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and shall be promptly paid or delivered to Landlord. Any person or entity to whom this ArticleLease is so assigned shall be deemed, except transfers without further act or deed, to have assumed all of the remaining obligations arising under this Lease as of the date of such assignment. Any such assignee shall, upon demand therefor, execute and deliver to Landlord an instrument confirming such assumption. 18.7 Landlord shall have the following option with respect to any assignment or subletting proposed by Tenant: (a) Landlord has the option, by written notice to Tenant (the "Recapture Notice") within thirty (30) days after receiving any Transfer Notice to recapture the space covered by the proposed sublease or the entire Premises in connection the case of an assignment (the "Subject Space") by terminating this Lease for the Subject Space or taking an assignment or a sublease of the Subject Space from Tenant. A timely Recapture Notice terminates this Lease or creates an assignment or a sublease for the Subject Space for the same term as the proposed Transfer, effective as of the date specified in the Transfer Notice; provided, however, if Tenant delivers a written notice to Landlord within ten (10) days after receiving any Recapture Notice which rescinds its prior Transfer Notice, then the Recapture Notice shall automatically terminate and be of no force or effect. After such termination, Landlord may (but shall not be obligated to) enter into a lease with the party to the sublease or assignment proposed by Tenant. (b) To determine the new Base Rent under this Lease in the event Landlord recaptures the Subject Space without terminating this Lease, the original Base Rent under the Lease shall be multiplied by a fraction, the numerator of which is the rentable square feet of the Premises retained by Tenant after Landlord's recapture and the denominator of which is the total rentable square feet in the Premises before Landlord's recapture. The Additional Rent, to the extent that it is calculated on the basis of the rentable square feet within the Premises, shall be reduced to reflect Tenant's proportionate share based on the rentable square feet of the Premises retained by Tenant after Landlord's recapture. This Lease as so amended shall continue thereafter in full force and affect. Either party may require a written confirmation of the amendments to this Lease necessitated by Landlord's recapture of the Subject Space. If Landlord recaptures the Subject Space, Landlord shall, at Landlord's sole expense, construct any partitions required to segregate the Subject Space from the remaining Premises retained by Tenant. Tenant shall, however, pay for painting, covering or otherwise decorating the surfaces of the partitions facing the remaining Premises retained by Tenant. 18.8 Notwithstanding the foregoing, Tenant may Transfer all or part of its interest in this Lease or all or part of the Premises (a “Permitted Transfer”) to the following types of entities (a “Permitted Transferee”) without the written consent of Landlord and with neither Section 18.3, Section 18.5 nor Section 18.7 applying thereto: (a) any parent, subsidiary or affiliate corporation which Controls (as defined below), is Controlled by or is under common Control with Tenant becoming a publicly traded (collectively, an “Affiliate”); (b) any corporation. Tenant shall give Landlord prior written notice , limited partnership, limited liability partnership, limited liability company or other business entity in which or with which Tenant, an Affiliate of all transfersTenant, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.their re

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, (a) Tenant shall not voluntarily, involuntarily, or by operation of law assign, transfer, hypothecate, or otherwise encumber assign this Lease or Tenant's any interest therein, and shall not herein or sublet nor permit the use by others of the Premises or any part thereof without first obtaining in each instance Landlord's written consent. If consent is once given by Landlord to any such assignmentthereof, transfer, hypothecation either directly or subletting, such consent shall not operate as a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable as to Tenant's interest by operation of law, without Landlord's express the prior written consent. 20.2 The consent of Landlord required under Section 20.1 above Landlord, which consent shall not be unreasonably withheld. Tenant shall not hypothecate this Lease or any interest herein without the prior consent of Landlord, which consent may be withheld or delayedby Landlord in its absolute discretion. Should Landlord withhold its consent for any Any of the following reasons, the withholding foregoing acts without such consent shall be deemed void. In connection with each consent requested by Tenant, Tenant shall submit to be reasonable: (a) Conflict Landlord the terms of the proposed use with transaction, the identity of the parties to the transaction, the proposed documentation for the transaction, current financial statements of any proposed assignee or sublessee and all other uses information reasonably requested by Landlord concerning the proposed transaction and the parties involved therein. In the case of any assignment or subletting, the proposed assignee or sublessee shall agree in writing to perform for the Building benefit of Landlord all of the Tenant's obligations under this Lease or Center;so much thereof as are allocable to any portion of the Premises proposed to be sublet. (b) Financial inadequacy Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (1) the proposed assignee or sublessee is a governmental agency, (2) in Landlord's reasonable judgment, the use of the Premises would violate this Lease; (3) in Landlord's reasonable judgment, the financial worth of the proposed assignee or sublessee would be insufficient to perform its obligations under this Lease; (4) Landlord has experienced previous defaults by or is in litigation with the proposed assignee or subtenant; (5) the use of the Premises by the proposed assignee or subtenant will violate any applicable law, ordinance or assigneeregulation; (c) A proposed use which would diminish the reputation If Tenant proposes to assign this Lease, Landlord may, by notice given within thirty (30) days of Tenant's notice, elect to terminate this Lease as of the Center date of the proposed assignment. If Landlord so terminates this Lease, Landlord may, if it elects, enter into a new lease covering the Premises with the intended assignee on such terms as Landlord and such person may agree, or enter into a new lease covering the Premises or a portion thereof with any other businesses located therein;person; in such event, Tenant shall not be entitled to any portion of the profit, if any, which Landlord may realize on account of such termination and reletting. Landlord's exercise of its aforesaid option shall not be construed to impose any liability upon Landlord with respect to any real estate brokerage commission(s) or any other costs or expenses incurred by Tenant in connection with its proposed assignment. If Landlord does not exercise its option to terminate this Lease, Tenant shall be free to assign this Lease, subject to obtaining Landlord's prior consent as hereinabove provided. (d) A proposed use which would have a detrimental impact on As used in this paragraph 13, the common facilities term "assign" or the "assignment" shall include, without limitation, any sale, transfer or other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment disposition of all rents due here under, and for the due performance during the term or any portion of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant Tenant's estate under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for whether voluntary or involuntary, and whether by operation of law or otherwise including any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.following:

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4(A) Tenant covenants that it shall not, Tenant shall not voluntarily, involuntarily, or by operation of law or otherwise, assign, transfersublet, hypothecateencumber or mortgage this lease, or otherwise any part thereof, or permit the Premises to be used by others without the prior written consent of Landlord in each instance. Any attempt by Tenant to assign, sublet, encumber or mortgage this Lease shall be null and void. The consent by Landlord to any assignment, mortgage, encumbrance, sub1ettng or Tenant's interest therein, and use of the Premises by others shall not sublet nor permit the constitute a waiver of Landlord's right to withhold its consent to any other assignment, subletting, encumbrance, mortgage or use by others of the Premises or any part thereof without first obtaining in each instance Landlord's written consentPremises. If consent is once given by Landlord to any such assignmentFor the purpose of this Section 4.01, transfer, hypothecation or subletting, such consent shall not operate as (i) a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfer, hypothecation or sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent takeover agreement shall be void and shall, at Landlord's option, constitute an Event of Default deemed a transfer of this Lease. This , (ii) an assignment of the Lease shall notbe deemed to occur if Tenant shall fail to be a wholly-owned subsidiary of Performance Interconnect Corp., nor a Texas corporation I ("PIC"), or if the existing shareholders of PIC shall in the aggregate fail to own at least 51% of the voting and ownership interests in PIC, (iii) any interest thereinperson or legal representative of Tenant, be assignable as to whom Tenant's interest under this Lease passes by operation of law, without Landlord's express prior written consent. 20.2 The consent or otherwise, shall be bound by the provisions of Landlord required under this Section 20.1 above shall not be unreasonably withheld 4.01 and (iv) a modification, amendment or delayed. Should Landlord withhold its consent for any extension of the following reasons, the withholding a sublease shall be deemed to be reasonable:a sublease. (aB) Conflict No consent by Landlord to an assignment of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, and until Tenant shall deliver to Landlord an assumption agreement in form and substance satisfactory to Landlord pursuant to which such assignee assumes and agrees to be bound by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Furtherterms, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporationcovenants, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning provisions and agreements of this Article, except transfers in connection with Tenant becoming a publicly traded corporationLease. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in In no event shall Tenant be released from any of its obligations under hereunder as a result of any assignment of this Lease. (C) Notwithstanding anything an this Section 4.01 to the contrary, Tenant may permit Premises to be used by an affiliate of Tenant upon prior written notice to Landlord; provided, however, that Tenant and any such affiliate shall comply with all of the terms, covenants, provisions and agreements of this Lease. For purposes of this Lease, an "affiliate" means a entity that controls, is controlled by, or is under the common control of another entity.

Assignment and Subletting. 20.1 Subject Tenant shall not sublet the Demised Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining the prior written consent of Landlord, which Landlord may withhold in its sole and absolute discretion. Tenant shall not assign this Lease, or any interest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord may withhold its consent to an assignment to a proposed assignee, and Tenant agrees that Landlord shall not be unreasonable for doing so, unless all the following criteria are met: (a) the proposed assignee's general financial condition, including liquidity and net worth, verified by audited financial statements prepared by a certified public accountant in conformity with generally-accepted accounting principles is equal to or greater than that of Tenant; (b) the proposed assignee has a demonstrated merchandising capability equal to or greater than that of Tenant as to the use for which the Demised Premises are leased; (c) in Landlord's sole judgment, the proposed assignee is morally and financially responsible; and (d) in Landlord's judgment, the proposed assignee will generate at least the same amount of percentage rental payable pursuant to the terms of Section 20.4, Tenant shall not voluntarily, involuntarily, or by operation of law assign, transfer, hypothecate, or otherwise encumber this Lease or as Tenant's interest therein. Any such assignment shall be subject to all of the terms and conditions of this Lease, including, but not limited to, any restriction on use and trade name pursuant to the provisions of Sections 1, 3 and 10 hereof, and the proposed assignee shall not sublet nor permit assume the use by others obligations of Tenant under this Lease in writing in form satisfactory to Landlord. The proposed assignee shall simultaneously provide to Landlord an estoppel certificate in the Premises or any part thereof without first obtaining form described in each instance Landlord's written consentSection 30 hereafter. If consent is once given Consent by Landlord to any such one assignment, transfer, hypothecation or subletting, such consent occupation or use by another person shall not operate as be deemed to be a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment, transfersubletting, hypothecation occupation or subleaseuse by another person. Consent to an assignment shall not release the original named tenant from liability for the continued performance of the terms, covenants and provisions on the part of Tenant to be kept and performed, and the assignment and assumption documents shall so provide. Thereafter, Landlord and the assignee may modify, amend, change or supplement this Lease without notice to or consent of the original named tenant and without releasing the original named tenant from its liabilities and obligations under this Lease, which liabilities and obligations shall remain in full force and effect, and the original named tenant shall thereafter be liable to perform the obligations of the "Tenant" under the Lease as modified, amended, changed, or supplemented, but not to exceed the financial obligations of the original named tenant hereunder unless such original tenant is given written notice of such amendment or modification and consents to such amendment or modification, which consent shall not be unreasonably withheld, delayed or conditioned. In the event Landlord is unable to contact the original named tenant, despite making reasonable efforts to do so, the original named tenant shall be liable to perform the obligations of the "Tenant" under this Lease as modified, amended, changed or supplemented, as if it had consented to such amendments, changes, supplements or modifications. Landlord shall be deemed to have made reasonable and diligent efforts in the event it provides written notice to the original named tenant hereunder at the most recent address provided to Landlord by the original named tenant hereunder, but shall have no assignment shall release Tenant from any liability obligation to further inquire as to the correct address of the original named tenant hereunder. .. Any such assignment or transfer subletting without Landlord's the prior written consent of Landlord shall be void void, shall constitute a material breach of this Lease, and shall, at the option of Landlord's option, constitute an Event of Default of terminate this Lease. This Neither this Lease shall not, nor shall any interest therein, therein shall be assignable as to Tenant's the interest of Tenant by operation of law, without . Landlord shall be under no obligation to consider a request for Landlord's express prior written consent. 20.2 The consent to an assignment until Tenant shall have submitted in writing to Landlord a request for Landlord's consent to such assignment, together with audited financial statements of Landlord required under Section 20.1 above shall not be unreasonably withheld Tenant and the proposed assignee, a credit report issued by TRW or delayed. Should Landlord withhold its consent for any of the following reasonsa comparable credit evaluation company, the withholding shall be deemed to be reasonable: (a) Conflict a history of the proposed use assignee's business experience and such other information as required by Landlord to verify that the criteria for assignment as set forth herein are met, and Tenant shall have paid to Landlord Five Thousand Dollars ($5,000.00) to reimburse Landlord for its time and expense in considering such request. Landlord, within twenty (20) days after receiving such written request, together with the other uses information and the payment, may elect to terminate this Lease by written notice to Tenant effective fifteen (15) days thereafter, and in such event, this Lease shall terminate on such effective date of termination, and the Building or Center; (b) Financial inadequacy obligations of the proposed subtenant parties, each to the other, accruing thereafter shall likewise terminate. In the event Landlord exercises such right of termination, Tenant shall have ten (10) days following the date Landlord exercises such option to terminate to revoke the request for assignment, in which event this Lease shall continue in full force and effect and the request for consent shall no longer be effective. If Landlord approves such assignment, Tenant shall pay to Landlord any consideration received by Tenant for Tenant's leasehold interest in connection with such assignment, and the GMMR shall be increased to an amount equal to the existing GMMR plus the average percentage rental paid (or assignee; payable) by Tenant for the last full twelve (c12) A proposed use which would diminish the reputation months of the Center term of the Lease preceding the date Landlord receives the request, together with all required information, during which Tenant has been open for business or if twelve (12) months have not expired since Tenant has been open for business, for the other businesses located therein; (d) A proposed use which would actual months elapsed since Tenant has been open for business. By affixing their initials below, the parties acknowledge that the provisions of this Section 22 have been freely negotiated, bargained for and agreed to by Landlord and Tenant. Landlord and Tenant acknowledge that the terms, limitations and restrictions on assignment and subletting are a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume material consideration for Landlord and be deemed to have assumed Tenant entering into this Lease and shall be that, but for such terms, limitations and remain liable jointly and severally with Tenant for the payment of all rents due here underrestrictions, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under they would not have entered into this Lease. 20.4 Notwithstanding anything to the contrary herein, . Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Initials: Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease.Initials:

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4Tenant for itself, Tenant its successors and assigns, expressly covenants that it shall not voluntarily, involuntarily, or by operation of law or otherwise assign, transfersublet, hypothecate, encumber or otherwise mortgage this Lease, or any part thereof, or permit the Premises to be used by others without the prior written consent of Landlord in each instance which shall not be unreasonably withheld. Any attempt by Tenant to assign, sublet, encumber or mortgage this Lease shall be null and void. The consent by Landlord to any assignment, mortgage, hypothecation, encumbrance, subletting or Tenantuse of the Premises by others, shall not constitute a waiver of Landlord's right to withhold its consent to any other or further assignment, subletting, mortgage, encumbrance or use of the Premises by others. Without the prior written consent of Landlord, this Lease and the interest thereintherein of any assignee of Tenant herein, shall not pass by operation of law or otherwise, and shall not sublet nor permit the use be subject to garnishment or sale under execution in any suit or proceeding which may be brought against or by others of the Premises Tenant or any part assignee of Tenant. The absolute and unconditional prohibitions contained in this Paragraph 20 and Tenant's agreement thereto are material inducements to Landlord to enter into this Lease with Tenant and any breach thereof without first obtaining shall constitute a material default hereunder permitting Landlord to exercise all remedies provided for herein or by law or in each instance Landlord's written consentequity on a default of Tenant. If consent is once given by Landlord to any such assignment, transfer, hypothecation or subletting, such consent shall not operate as a waiver of the necessity for obtaining Tenant requests Landlord's consent to an assignment of this Lease or subletting of all or any subsequent assignmentpart of the Premises, transfer, hypothecation Tenant shall submit to Landlord: (1) the name of the proposed assignee or subtenant; (2) the terms of the proposed assignment or subletting together with a conformed or photostatic copy of the proposed assignment or sublease; (3) the nature of business of the proposed assignee or subtenant's business and its proposed use of the Premises; (4) such information as to its financial responsibility and general reputation as Landlord may reasonably require; and (5) a summary of plans and specifications for revising the floor layout of the Premises. Tenant will reimburse Landlord for any reasonable legal fees or for any other expenses incurred as a consequence of each assignment and subletting. Upon the receipt of such information from Tenant, Landlord shall have the option, to be exercised in writing within thirty (30) days after such receipt, to cancel and no assignment shall release Tenant from any liability hereunder. Any terminate this Lease if the request is to assign this Lease or to sublet all of the Premises or, if the request is to sublet a portion of the Premises only, to cancel and terminate this Lease with respect to such assignment or transfer without portion, in each case as of the date set forth in Landlord's consent notice of exercise of such option. If Landlord shall cancel this Lease, Tenant shall surrender possession of the Premises, or the portion of the Premises which is the subject of the request, as the case may be, on the date set forth in such notice. If this Lease shall be void and shall, at Landlord's option, constitute an Event of Default of this Lease. This Lease shall not, nor shall any interest therein, be assignable canceled as to Tenant's interest a portion of the Premises only, the Monthly Base Rent and all additional rent payable by operation Tenant hereunder shall be abated proportionately according to the ratio that the number of lawsquare feet in the portion of space surrendered (as computed by Landlord) bears to the rentable area of the Premises. If Landlord shall fail to exercise its option to cancel and terminate this Lease with respect to all or part of the Premises as above provided, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding shall thereby be deemed to be reasonable: (a) Conflict of have consented to the proposed use with other uses in assignment or subletting. If Landlord shall consent to a sublease or an assignment pursuant to the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each request from Tenant, Tenant shall cause to be executed by its assignee or transferee shall agree subtenant an agreement to perform faithfully and to assume and be deemed to have assumed bound by all of the terms, covenants, conditions, provisions and agreements of this Lease for the period covered by the assignment or sublease and to the extent of the space sublet or assigned. An executed counterpart of each sublease or assignment and assumption of performance by the sublessee or assignee, in form and substance approved by Landlord, shall be delivered to Landlord within five (5) days prior to the commencement of occupancy set forth no such assignment or sublease; shall be binding on Landlord until Landlord has received such counterpart as required herein. If Landlord shall give its consent to any assignment of this Lease or to any sublease, Tenant shall in consideration therefore pay to Landlord as additional rent fifty percent (50%) of the following amounts with reasonable deductions for brokerage fees and remain liable jointly legal costs only for expenses incurred by Tenant in connection with such assignment or subletting; (i) In the case of a sublease, any rents, additional charge or other consideration payable under the sublease to Tenant by the subtenant which is in excess of the Monthly Base Rent and severally with Tenant for the payment of all rents due here under, and for the due performance additional rent accruing during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof (including, but not limited to, sums paid for the sale or rental of Tenant's fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property, less the then net unamortized or undepreciated cost thereof determined on the basis of Tenant's federal income tax returns); and (ii) In the case of an assignment, an amount equal to all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment (including, but not limited to, sums paid for the sale of Tenant's fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property less the then net unamortized or undepreciated cost thereof determined on the basis of Tenant's federal income tax returns). The sums payable as set forth above shall be paid to Landlord as additional rent as and when paid by the assignee or subtenant to Tenant. In no event shall any assignment or subletting to which Landlord may consent, release or relieve Tenant from its obligations to fully observe or perform all of the terms, covenants and conditions herein set forth by Tenant of this Lease on its part to be observed or performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary hereincontained in this Lease, Tenant may assign this Lease, or any portion thereof, without Landlord's consent shall not be required for any assignmentconsent, transfer or sublease to any entity which controls, is controlled by by, or is under common control with Tenant; to any entity which results from a merger of, reorganization of, or consolidation with Tenant; to any entity engaged in a joint venture with Tenant; or to any entity resulting from a reorganization, merger or sale of which acquires substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of as a going concern, with respect to the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant business that is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership being conducted in the aggregate of in excess of fifty percent Premises (50%) shall be deemed an assignment within the meaning of this Article, except transfers in connection with Tenant becoming hereinafter each a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is required, and in no event shall Tenant be released from any of its obligations under this Lease"Permitted Transfer").

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4A. Except as otherwise provided in Paragraph 18.B. and 18.D. herein below, neither Tenant shall not voluntarily, involuntarily, nor Tenant's legal representatives or successors in interest by operation of law assign, transfer, hypothecate, or otherwise encumber shall assign this Lease or Tenant's interest therein, and shall not sublet nor permit sublease the use by others of the Leased Premises or any part thereof or mortgage, pledge or hypothecate its leasehold interest or grant any concession or license within the Leased Premises without first obtaining in each instance the prior express written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and any attempt to do any of the foregoing without the prior express written consent of Landlord shall be void and of no effect. In the event Tenant requests Landlord's written consent. If consent is once given by Landlord as to any such assignment, transfersublease or other transaction, hypothecation a signed counterpart of one-half of instruments relative thereto (executed by one-half of parties to such transaction with the exception of Landlord) shall be submitted by Tenant to Landlord prior to or sublettingcontemporaneously with the request for Landlord's written consent thereto (it being understood that no such instrument shall be effective without the written consent of Landlord) and thereupon Landlord shall have the right and option, as of the requested effective date of such assignment, sublease or other transaction by written notice to Tenant within thirty (30) days, to either (i): cancel and terminate this Lease as to the portion of the Leased Premises with respect to which Landlord has been requested to permit such assignment, sublease or other transaction; and if Landlord elects to cancel and terminate this Lease as to the aforesaid portion of the Leased Premises, then the rent and other charges payable hereunder shall thereafter be proportionately reduced, (ii) consent to such assignment, sublease or other transaction, or (iii) not consent to such assignment, sublease or other transaction and continue this Lease in full force and effect as to all the Leased Premises. In the event of any such attempted assignment or attempted sublease or should Tenant, in any other manner of transaction, permit or attempt to permit anyone to occupy the Leased Premises (or any portion thereof) without the prior express written permission of Landlord, Landlord shall thereupon have the right and option to cancel and terminate this Lease effective upon fifteen (15) days notice to Tenant given by Landlord at any time thereafter either as to the entire Leased Premises or as to only the portion thereof which Tenant shall have attempted to assign or sublease or otherwise permitted some other party's occupancy without Landlord's prior express written permission; and if Landlord elects to cancel and terminate this Lease as to the aforesaid portion of the Leased Premises, then the rent and other charges payable hereunder shall thereafter be proportionately reduced. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law except as provided for in Paragraph 18.B. below. B. If Tenant is a corporation, then any transfer of this Lease from Tenant by merger, consolidation or dissolution or any change in ownership or power to vote a majority of the voting stock in Tenant outstanding at the time of execution of this Lease shall constitute an assignment for the purpose of this Lease; provided, however that the acquisition of all stock of a corporate tenant by any corporation, the stock of which is registered pursuant to the Securities Exchange Act of 1934 or the merger of a corporate tenant into such a corporation, the stock of which is so registered shall not operate as itself be deemed to be a waiver violation of Paragraph 18.A. hereof. For purposes of this Paragraph 18.B., the term "voting stock" shall refer to shares of stock regularly entitled to vote for the election of directors of the necessity corporation involved. If Tenant is a general partnership having one or more corporations as partners or if Tenant is a limited partnership having one or more corporations as general partners, the provisions of this Paragraph 18.B. shall apply to each of such corporations as if such corporation alone had been the Tenant hereunder. If Tenant is a general partnership (whether or not having any corporation as partners) or if Tenant is a limited partnership (whether or not having any corporations as general partners), any transfer of a partnership interest or interest which would effect a change in control of the partnership shall constitute an assignment for obtaining Landlord's purposes of this Lease. C. Consent by Landlord to a particular assignment or sublease or other transaction shall not be deemed a consent to any other or subsequent assignment, transfer, hypothecation or sublease, and no assignment shall transaction nor release Tenant from any liability of its covenants, duties, and obligations hereunder. Any If this Lease be assigned or if the Leased Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge or hypothecation of the leasehold interest or grant of any concession or license within the Leased Premises without the prior express written permission of Landlord, or if the Leased Premises be occupied in whole or in part by anyone other than Tenant or its Affiliates without the prior express written permission of Landlord, Landlord may nevertheless collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and apply the net amount collected to the rent payable hereunder, but no such assignment transaction or transfer without Landlord's consent collection of rent or application thereof by Landlord shall be void deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties and shall, at Landlord's option, constitute an Event of Default obligations hereunder. D. Notwithstanding anything to the contrary in this Paragraph 18. during the Primary Term or any and all renewals or extensions of this Lease. This Lease shall not, nor shall Tenant may sublease the Leased Premises, or any interest thereinpart thereof (i) to its Parent, be assignable as Affiliate or Subsidiary without prior Landlord consent, or (ii) to Tenant's interest by operation of lawnot more than two (2) third party subtenants per floor at any one time, without Landlord's express upon the prior written consent. 20.2 The consent of Landlord required under Section 20.1 above Landlord, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Paragraph 18., during the Primary Term or any renewals or extension of this Lease, Tenant may assign this Lease, to its Parent, Affiliate or Subsidiary, without prior Landlord consent, and to third parties upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. "Affiliate" shall be defined as any entity that controls, is controlled by, or is under common control with, Tenant (whereby control is by direct management by contract or otherwise); any entity that succeeds to Tenant's business by merger, reorganization or other form of corporate reorganization; any entity that purchases multiple assets from Tenant; or any entity which purchases as an operating unit the business located at the Premises. Should Landlord withhold fail to notify Tenant of its consent for any of decision within the following reasonsthirty (30) day period pursuant to Paragraph 18.A., the withholding sublease or assignment shall be deemed to be reasonable: (a) Conflict of approved. To the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, extent Landlord's consent shall is required as aforesaid but not be required for any otherwise, the foregoing rights are in all events, however, subject to Landlord's right and option to cancel and terminate the Lease as to the portion of the Leased Premises with respect to which Landlord has been requested to permit such assignment, transfer sublease or sublease other transaction as specifically set forth in Paragraph 18.A. above. E. Notwithstanding anything in this Lease to any entity which controlsthe contrary, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. Further, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market or any open market transactions involving the stock of Tenant. If Tenant is not a publicly traded corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate of in excess of event Tenant subleases more than fifty percent (50%) shall be deemed an assignment within of the meaning Rentable Area of the Leased Premises or assigns this Article, except transfers Lease as provided in connection with Tenant becoming a publicly traded corporation. Tenant shall give Landlord prior written notice of all transfers, whether or not consent is requiredthis Paragraph 18., and in no the event shall Tenant be released from that the rent (or all consideration in the event of an assignment) due and payable by such a sublessee or assignee under such a permitted sublease or assignment, as defined hereinabove, or a combination of the rent payable under such sublease plus any of its obligations bonus or other consideration therefor or incident thereto exceeds the rent payable provided under this Lease, excepting for reasonable costs and expenses relative to securing such sublessee into the Leased Premises or securing such assignment, including, but not limited to, architectural expenses, legal expenses, construction costs, and brokerage fees, which shall be amortized over the term of the sublease (or, with respect to an assignment, the remaining, then-existing term of this Lease) in accordance with generally accepted accounting principles, consistently applied (hereinafter called "Profit"), then Tenant shall be bound and obligated to pay Landlord fifty percent (50%) of such Profit within ten (10) business days following receipt thereof by Tenant from such sublessee or assignee in accordance with Paragraph 4. above.

Assignment and Subletting. 20.1 Subject to the terms of Section 20.4, 7.1 Tenant shall not voluntarilyassign, involuntarilytransfer or otherwise encumber (collectively, “assign”) this Lease or all or any of Tenant’s rights hereunder or interest herein, or sublet or permit anyone to use or occupy (collectively, “sublet”) the Premises or any part thereof, without obtaining the prior written consent of Landlord, which consent may be withheld or granted in Landlord’s sole and absolute discretion. No assignment or right of occupancy hereunder may be effectuated by operation of law assignor otherwise without the prior written consent of Landlord. Notwithstanding any of the foregoing to the contrary, transferprovided that Tenant is not in default under this Lease, hypothecateand subject to Landlord’s rights and Tenant’s obligations pursuant to Sections 7.4 and 7.5 below, Landlord shall not unreasonably withhold its consent to any proposed subletting of all or any portion of the Premises. Without limiting the generality of the immediately preceding sentence, and except as hereinafter provided in this Section 7.1, it is specifically agreed that it shall be reasonable for Landlord to withhold its consent if: (i) the proposed subtenant is engaged in a business, or otherwise encumber the Premises will be used in a manner, that is inconsistent with the first-class image of the Building; or (ii) Landlord is not satisfied with the financial capacity of the proposed subtenant to pay the subrent provided for in the proposed sublease; or (iii) the proposed use of the Premises is not in compliance with Article VI or is not compatible with the other uses within, and the terms of other leases with respect to, the Building; or (iv) the initial Tenant does not remain fully liable as a primary obligor for the payment of all rent and other charges payable by Tenant under this Lease and for the performance of all other obligations of Tenant under this Lease; or (v) the proposed subtenant is a governmental or quasi-governmental agency; or (vi) the proposed use of the Premises shall increase the pedestrian traffic in the Building above the level of traffic generated by normal and customary office usage; provided, however, that if the Proposed Sublet or Assignment Space, as hereinafter defined (when aggregated with all other space subleased by Tenant) comprises not more than eight thousand (8,000) square feet of rentable area of the Premises, exclusive of any space which is then subleased to or has then been assigned to a related entity or a successor entity) (as each of such terms is defined in Section 7.2 hereof), it is specifically agreed that it shall be reasonable for Landlord to withhold its consent if and only if: (a) the proposed use of the Premises is not in compliance with Article VI or is not compatible with the other uses within, and the terms of other leases with respect to, the Building, (b) the proposed subtenant has a demonstrated unsuitability to sublease the proposed subleased premises and to occupy space in the Building, and (c) Tenant is not then in default in the performance of any of its obligations under this Lease, and for no other reason. Any attempted assignment, transfer or other encumbrance of this Lease or all or any of Tenant's ’s rights hereunder or interest thereinherein, and shall not any sublet nor permit the or permission to use by others of or occupy the Premises or any part thereof without first obtaining not in each instance Landlord's written consentaccordance with this Article VII shall be void and of no force or effect. If consent is once given by Landlord to any such assignment, transfer, hypothecation Any assignment or subletting, such Landlord’s consent thereto, or Landlord’s collection or acceptance of rent from any assignee or subtenant shall not operate be construed either as waiving or releasing Tenant from any of its liabilities or obligations under this Lease as a waiver principal and not as a guarantor or surety, or as relieving Tenant or any assignee or subtenant from the obligation of the necessity for obtaining Landlord's ’s prior written consent to any subsequent assignment or subletting. As security for this Lease, Tenant hereby collaterally assigns to Landlord the rent due from any assignee or subtenant of Tenant. For any period during which an Event of Default on the part of Tenant is continuing, Tenant hereby authorizes each such assignee or subtenant to pay said rent directly to Landlord upon receipt of notice from Landlord specifying same. Landlord’s collection of such rent shall not be construed as an acceptance of such assignee or subtenant as a tenant. Tenant shall not mortgage, pledge, hypothecate or encumber (collectively “mortgage”) this Lease without Landlord’s prior written consent, which consent may be granted or withheld in Landlord’s sole and absolute discretion. To reimburse Landlord for expenses incurred by Landlord in connection with Tenant’s request for Landlord to give its consent to any assignment, transfersubletting, hypothecation or mortgage, Tenant shall pay to Landlord (a) an administrative fee of one thousand dollars ($1,000) and (b) Landlord’s reasonable attorney’s fees actually incurred; provided, however, that the administrative fee described in clause (a) of this sentence shall not apply to any sublease with respect to which the Proposed Sublet or Assignment Space (when all aggregated with all other space subleased by Tenant) comprises not more than eight thousand (8,000) square feet of rentable area of the Premises nor to any sublease to any successor entity, related entity or both (as such terms are defined in Section 7.2 hereof). Any sublease, and no assignment shall release Tenant from any liability hereunder. Any such assignment or transfer without Landlord's consent shall be void and mortgage shall, at Landlord's ’s option, constitute an Event be effected on forms approved by Landlord in its reasonable judgment. Tenant shall deliver to Landlord a fully-executed copy of Default each agreement evidencing a sublease, assignment or mortgage within ten (10) days after Tenant’s execution thereof and such agreement shall be of no force or effect until Landlord has executed a consent in form and substance acceptable to Landlord in its reasonable discretion and in accordance with the provisions of this Section 7.1. 7.2 If Tenant is a partnership, then any event (whether voluntary, concurrent or related) resulting in a dissolution of Tenant, any withdrawal or change (whether voluntary, involuntary or by operation of law) of partners owning a controlling interest in Tenant (including each general partner), or any structural or other change having the effect of limiting the liability of the partners to Landlord shall be deemed a voluntary assignment of this Lease subject to the provisions of this Article. If Tenant is a corporation (or a partnership with a corporate general partner), then any event (whether voluntary, concurrent or related) resulting in a dissolution, merger, consolidation or other reorganization of Tenant (or such corporate general partner), or the sale or transfer or relinquishment of the interest of shareholders who, as of the date of this Lease, own a controlling interest of the capital stock of Tenant (or such corporate general partner), shall be deemed a voluntary assignment of this Lease subject to the provisions of this Article; provided, however, that the foregoing portion of this sentence shall not apply to corporations whose stock is traded through a national or regional exchange or over-the-counter market or issued pursuant to an initial or any secondary public offering. This Lease shall notIf Tenant is a limited liability company, nor shall then any interest thereindissolution of Tenant or a withdrawal or change, be assignable as to Tenant's interest whether voluntary, involuntary or by operation of law, without Landlord's express prior written consent. 20.2 The consent of Landlord required under Section 20.1 above shall not be unreasonably withheld or delayed. Should Landlord withhold its consent for any of the following reasons, the withholding members owning a controlling interest in Tenant shall be deemed to be reasonable: (a) Conflict a voluntary assignment of the proposed use with other uses in the Building or Center; (b) Financial inadequacy of the proposed subtenant or assignee; (c) A proposed use which would diminish the reputation of the Center or the other businesses located therein; (d) A proposed use which would have this Lease. In addition, a detrimental impact on the common facilities or the other tenants in the Center. 20.3 Each assignee or transferee shall agree to assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment transfer of all rents due here under, and for the due performance during the term of all the covenants and conditions herein set forth by Tenant to be performed. No assignment or transfer shall be effective or binding on Landlord unless said assignee or transferee shall, concurrently, deliver to Landlord an assumption agreement by said assignee or transferee assuming all obligations of Tenant under this Lease. 20.4 Notwithstanding anything to the contrary herein, Landlord's consent shall not be required for any assignment, transfer or sublease to any entity which controls, is controlled by or under common control with Tenant, or to any entity resulting from a reorganization, merger or sale of substantially all of the assets of Tenant, either by merger, consolidation, or otherwise shall be deemed to be an assignment under this Article VII. The term "CONTROL" shall mean the ownership of at least 50% of the stock or assets of Tenant. FurtherWhether Tenant is a partnership, Landlord's consent shall not be required for any offering of the stock of Tenant on the public market corporation or any open market transactions involving other type of entity, then at the stock option of TenantLandlord, a sale of all or substantially all of its a assets, a change in its name of which Landlord has not received prior notice, or a conversion into any other type of entity shall also be deemed voluntary assignment of this Lease. If Notwithstanding anything contained in this Article VII to the contrary, provided that Tenant is not in default hereunder, Tenant may, upon at least fifteen (15) days prior written notice to Landlord but without Landlord’s prior written consent and without being subject to Landlord’s rights and Tenant’s obligations set forth in Sections 7.4, 7.5 and 7.6 below, assign or transfer its entire interest in this Lease or sublease the entire Premises or any portion thereof: (a) to a publicly traded corporationcorporation or other business entity (herein sometimes referred to as a “successor entity”) into or with which Tenant shall be merged or consolidated, or if to which substantially all of the assets of Tenant is an unincorporated association may be transferred, provided that such successor corporation shall have a creditworthiness, net worth and liquidity factor which are all at least equal to the net worth and liquidity factor of Tenant as of the date hereof, and provided that the successor entity shall assume in writing all of the obligations and liabilities of Tenant under this Lease; or (b) to a partnershipcorporation or other business entity (herein sometimes referred to as a “related entity”) which shall, directly or indirectly, control, be controlled by or be under common control with Tenant. In the transferevent of any such assignment or subletting, assignmentTenant shall remain fully liable as a primary obligor for the payment of all rent and other charges required hereunder and for the performance of all obligations to be performed by Tenant hereunder. For purposes of clause (b) above, or hypothecation or any stock or interest in such corporation, association or partnership in the aggregate “control” shall be deemed to be ownership of in excess of more than fifty percent (50%) of the stock or other voting interest of the controlled corporation or other business entity. Together with Tenant’s notice to Landlord pursuant to this Section 7.2, Tenant shall be deemed an assignment within submit to Landlord sufficient information regarding the meaning transaction as is reasonably necessary for Landlord to confirm that the transaction meets the qualifications set forth in this Section 7.2. 7.3 If at any time during the Lease Term Tenant desires to assign, sublet or mortgage all or part of this ArticleLease or the Premises, except transfers then in connection with Tenant becoming a publicly traded corporation. Tenant’s request to Landlord for Landlord’s consent thereto, Tenant shall give notice to Landlord prior in writing (“Tenant’s Request Notice”) containing the identity of the proposed assignee, subtenant or other party and a description of its business; the terms of the proposed assignment, subletting or other transaction; the commencement date of the proposed assignment, subletting or other transaction (the “Proposed Sublease or Assignment Commencement Date”); the area proposed to be assigned, sublet or otherwise encumbered(the “Proposed Sublet or Assignment Space”); the most recent financial statement or other evidence of financial responsibility of such proposed assignee, subtenant or other party; and a certification executed by Tenant and such party stating whether or not any premium or other consideration is being paid for the assignment sublease or other transaction. Notwithstanding the foregoing, in the event that Tenant desires to determine whether Landlord will exercise its right to terminate this Lease with respect to the Proposed Sublet or Assignment Space in accordance with the provisions of Section 7.4 hereof, Tenant shall have the right to submit a request to Landlord without including therein the information described in the immediately preceding sentence of this Section 7.3 and instead including therein the following information: (i) the number of square feet of rentable area which Tenant intends to sublease or, if it intends to assign its interest in this Lease, then the fact that the proposed transaction would be an assignment, and (ii) the term of the proposed sublease with respect to the Proposed Sublet or Assignment Space. Landlord shall then have thirty (30) days following its receipt of Tenant’s notice (such notice being hereinafter referred to as “Tenant’s Special Request Notice”) to advise Tenant whether Landlord would exercise its right to terminate this Lease with respect to the Proposed Sublet or Assignment Space. If within such 30-day period following Landlord’s receipt of Tenant’s Special Request Notice, Landlord advises Tenant that Landlord intends to exercise its recapture right pursuant to Section 7.4, then the date of termination of this Lease with respect to the Proposed Sublet or Assignment Space shall be the ninetieth (90th) day following the date on which Landlord delivers its response to Tenant. If Landlord does not deliver a response to Tenant’s Special Request Notice within such 30-day period, or if Landlord advises Tenant in writing within such 30-day period that Landlord does not intend to exercise its termination right pursuant to Section 7.4 hereof, then, if Tenant submits a Tenant’s Special Request Notice to Landlord to assign its interest in this Lease or to sublease the Proposed Sublet or Assignment Space, Landlord shall not have the right to terminate this Lease with respect to such proposed assignment or sublease, except that if (i) Tenant’s Request Notice which proposes a specific proposed assignment or sublease is not received by Landlord within one hundred twenty (120) days following the date of Landlord’s delivery of its response to Tenant’s Special Request Notice, or (ii) there is a change of more than five hundred (500) square feet of rentable area from the number of square feet of rentable area described in Tenant’s Special Request Notice, or a change in the form of the proposed transaction (that is, whether a sublease or assignment) or a change in the term of a proposed sublease such that the term is more than three (3) months shorter or longer than the term as described in Tenant’s Special Request Notice, then Landlord’s right to terminate this Lease, or to terminate this Lease with respect to the Proposed Sublet or Assignment Space (as the case may be) in accordance with the provisions of Section 7.4 hereof, shall then again apply fully to Tenant’s Request Notice. 7.4 If the term of the proposed sublease (including all applicable renewal terms thereof) constitutes ninety percent (90%) or more of the remaining Lease Term and if the Proposed Sublet or Assignment Space (when aggregated with all other space subleased by Tenant) comprises more than six thousand (6,000) square feet of rentable area of the Premises, then Landlord shall have the right in its sole and absolute discretion to terminate this Lease with respect to the Proposed Sublet or Assignment Space by sending Tenant written notice of all transferssuch termination within thirty (30) days after Landlord’s receipt of Tenant’s Request Notice. If the Proposed Sublet or Assignment Space does not constitute the entire Premises but constitutes more than six thousand (6,000) square feet of rentable area of the Premises and Landlord exercises its option to terminate this Lease with respect to the Proposed Sublet or Assignment Space, whether then (a) Tenant shall tender the Proposed Sublet or not consent is requiredAssignment Space to Landlord on the Proposed Sublease or Assignment Commencement Date and such space shall thereafter be deleted from the Premises, and (b) as to that portion of the Premises which is not part of the Proposed Sublet or Assignment Space, this Lease shall remain in no event full force and effect except that Base Rent and additional rent shall be reduced pro rata. The cost of any construction required to permit the operation of the Proposed Sublet or Assignment Space separate from the balance of the Premises shall be paid by Tenant be released from any of its obligations under to Landlord as additional rent hereunder. If the Proposed Sublet or Assignment Space constitutes the entire Premises and Landlord elects to terminate this Lease., then Tenant shall tender the Proposed Sublet or Assignment Space to Landlord, and this Lease shall terminate, on the Proposed Sublease or Assignment Commencement Date. If the term of the proposed sublease (including all applicable renewal terms thereof) constitutes less than ninety percent (90%) of the remaining Lease Term and if the Proposed Sublet or Assignment Space (when aggregated with all other space subleased by Tenant) comprises more than six thousand (6,000) square feet of rentable area of the Premises, exclusive of any space sublet or assigned to a related entity or to a successor entity, then Landlord shall have the right in its sole and absolute discretion to terminate this Lease with respect to the Proposed Sublet or Assignment Space for the term of the