Common use of Assignment and Subletting Clause in Contracts

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.

Assignment and Subletting. Since Lessor wishes 9.1 Tenant shall not have the party in possession of the Premises right to be bound assign or pledge this Lease or to Lessor by direct privity of contract, Tenant may not sublease or license sublet the whole or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, whether voluntarily or by operation of law, assignor permit the use or occupancy of the Premises by anyone other than Tenant, mortgageand shall not make, pledge suffer or otherwise transfer this Lease permit such assignment, subleasing or occupancy without the prior written consent of Lessor. If Tenant is Landlord, such consent not a natural personto be unreasonably withheld, then and said restrictions shall be binding upon any transfer and all assignees of this the Lease by merger, consolidation or liquidation shall constitute an assignment and subtenants of this Lease, and, as such, shall require the prior written consent of LessorPremises. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If event Tenant desires to sublet, or permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, it Tenant shall so notify Lessor in writing give written notice thereof to Landlord at least thirty sixty (3060) days but no more than one hundred twenty (120) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. 9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent specified in this Lease and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an Event of Default, if the Premises or any part of them are then assigned or sublet, Landlord, in addition to any other remedies provided in this Lease or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from Tenant under this Lease, and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. 9.3 In addition to Landlord’s right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice given by Landlord to Tenant within thirty (30) days following Landlord’s receipt of Tenant’s written notice as required above. However, if Tenant notifies Landlord, within five (5) days after receipt of Landlord’s termination notice, that Tenant is rescinding its proposed assignment or sublease, the termination notice shall be void and the Lease shall continue in full force and effect. If this Lease shall be terminated with respect to the entire Premises pursuant to this Section, the Term of this Lease shall end on the date stated in Tenant’s notice as the effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced sublease or assignment as if that date had been originally fixed in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the expiration of the Term. If Landlord recaptures under this Section only a portion of the Premises, the rent to be paid from time to time during the unexpired Term shall ▇▇▇▇▇ proportionately based on the proportion by which the approximate square footage of the remaining portion of the Premises shall be less than that of the Premises as of the date immediately prior to such recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding commission obligation which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises are recaptured pursuant to this Section 9.3 and rented by Landlord to the proposed tenant or any other tenant. 9.4 In the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant shall pay to LessorLandlord as additional rent an amount equal to one hundred percent (100%) of any Increased Rent (as defined below), after less the Costs Component (as defined below), when and as such Increased Rent is received by Tenant. As used in this Section, “Increased Rent” shall mean the excess of (i) all rent and other consideration which Tenant has recouped all is entitled to receive by reason of any sale, sublease, assignment or other transfer of this Lease, over (ii) the rent otherwise payable by Tenant under this Lease at such time. For purposes of the foregoing, any consideration received by Tenant in form other than cash shall be valued at its fair market value as determined by Landlord in good faith. The “Costs Component” is that amount which, if paid monthly, would fully amortize on a straight-line basis, over the entire period for which Tenant is to receive Increased Rent, the reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s costs incurred by Tenant for leasing commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred tenant improvements in connection with such permitted sublease, assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.

Assignment and Subletting. Since Lessor wishes The Tenant shall not, without the party in possession of the Premises to be bound to Lessor by direct privity of contractLandlord’s prior written consent, Tenant may not sublease (a) assign, convey, mortgage, pledge, encumber or license the whole otherwise transfer (whether voluntarily or otherwise) this Lease or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or interest under it; (b) allow any transfer thereof by operation of law, assign, mortgage, pledge ; (c) sublet the Premises or otherwise transfer this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenantpart thereof, or (iid) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) permit the use or occupancy of the Premises will comply with Section 7, and, in addition, or any part thereof by anyone other than the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant , transfer, or subletting is approved and rents under the sublease are greater than the rents provided for herein, then landlord shall provide Lessor with: have the further option either (a) to convert the sublease into a copy of the proposed assignment, financial information, bank references prime lease and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of receive all of the conditions specified rents, in (i) through (vi) above, Lessor shall have the following options: a. To consent to which case Tenant will be relieved of further liability hereunder and under the proposed assignment with sublease, or without the imposition of one or more conditions; or b. To refuse (b) to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the require Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations remain liable under this Lease, Lessor in which event Tenant shall have be entitled to retain such excess rents. If this Lease is assigned or if the Premises or any part thereof are sublet or occupied by anybody other than the Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent herein reserved, but no liability following such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the date Tenant’s covenants contained in this Lease or the acceptance of such assignment to perform its assignee, subtenant or occupant as Tenant, or a release of Tenant from further performance by tenant of covenants under this Leaseon the part of Tenant herein contained.

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contractTenant shall not either voluntarily, Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or by operation of law, assign, transfer, mortgage, pledge pledge, hypothecate or otherwise transfer encumber this Lease or any interest therein, and shall not sublet the said Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Premises, or any portion thereof, without first obtaining the prior written consent of LessorLandlord which may be withheld in Landlord’s sole discretion. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment or subletting involves a use other than that permitted in this Lease, Tenant must comply with said use. Consent to one assignment, subletting, occupation or use by another person shall not be deemed to be consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease, and, as such, . No sublease or assignment shall require the prior written consent of Lessorrelease Tenant from continuing liability hereunder. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, event that Landlord shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed a sublease or assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premiseshereunder, Tenant shall pay to Lessor, after Tenant has recouped all of its Landlord reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions attorney fees and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, costs incurred in connection with the processing of documents necessary to giving of such permitted consent. Any excess consideration above the rental rate provided in this Lease Tenant is entitled to as a result of any assignment or subleasesublease shall be divided and paid 50% to Tenant and 50% to Landlord; provided, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sellhowever, assign or otherwise transfer, that if Tenant is in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations default under this Lease, Lessor Landlord shall have no liability following the date of be entitled to all such assignment to perform its covenants under this Leaseexcess consideration.

Assignment and Subletting. Since Lessor wishes Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the party in possession of the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole demised premises or any part of the Premises thereof to be used or occupied by others, without the prior written consent of LessorLandlord in each instance. If this Lease be assigned, which or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent may by Landlord to an assignment or underletting shall not in any way be unreasonably withheld construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or delayedunderletting. In additionno event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent in each instance. A modification, amendment or extension of Lessora sublease shall be deemed a sublease. If Tenant if any lien is not filed against the demised premises or the building of which the same form a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power part for brokerage services claimed to participate in the management of have been performed for Tenant, whether or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in additionactually performed, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to same shall be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default discharged by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof thereafter, at Tenant's expense, by Tenant. Lessor shall have filing the right bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to sellindemnify Landlord and its agents and hold them harmless from and against any and all claims, assign losses or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of resulting from such assignment to perform its covenants under this Leaselien for brokerage services rendered.

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any part of the Premises Not without the prior written consent of LessorLandlord to assign this Lease, which consent may not be unreasonably withheld to make any sublease, or delayed. In addition, Tenant may notto permit occupancy of the Premises or any part thereof by anyone other than Tenant, voluntarily or by operation of lawlaw (it being understood that in no event shall Landlord consent to any such assignment, assignsublease or occupancy if the same is on terms more favorable to the successor occupant than to the then occupant); as additional rent, mortgageto reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting; no assignment or subletting shall affect the continuing primary liability of Tenant (which, pledge 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. ▇▇▇▇▇▇▇▇'s consent to any proposed assignment or otherwise transfer subletting is required both as to the terms and conditions thereof, and as to the creditworthiness of the proposed assignee or subtenant and the consistency of the proposed assignee's or subtenant's business with other uses and tenants in the Building. ▇▇▇▇▇▇▇▇'s consent to assignment or subletting by Tenant shall not be unreasonably withheld, provided that Tenant is not then in default under this Lease without and such assignee or subtenant pays therefor the prior written greater of the Annual Rent and additional rent then payable hereunder, or the then fair market rent for the Premises; and provided further that Landlord shall not be deemed unreasonable for withholding its consent to any assignment or subletting the arrangements for which are to be made through any broker other than Landlord or its affiliates. In the event that any assignee or subtenant pays to Tenant any amounts in excess of Lessorthe Annual Rent and additional rent then payable hereunder, or pro rata portion thereof on a square footage basis for any portion of the Premises, Tenant shall promptly pay 50% of said excess to Landlord as and when received by Tenant after credit to Tenant for all reasonable out-of-pocket costs incurred by Tenant in connection therewith. If Tenant is not a natural person, then any transfer of requests ▇▇▇▇▇▇▇▇'s consent to assign this Lease or sublet more than 25% of the Premises, Landlord shall have the option, exercisable by mergerwritten notice to Tenant given within 10 days after receipt of such request, consolidation to terminate this Lease as of a date specified in such notice which shall not be less than 30 or liquidation shall constitute an assignment more than 60 days after the date of such notice; If, at any time during the Term of this Lease, and, as such, Tenant is: (i) a corporation or a trust (whether or not having shares of beneficial interest) and there shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, occur any change in the identity of a majority of the persons (i) then having the power to participate in the management of Tenant, or in the election or appointment of the directors, managers, trustees or other persons exercising like functions in and managing the management affairs of Tenant, or ; or (ii) who beneficially own the ownership interests a partnership or association or otherwise not a natural person (and is not a corporation or a trust) and there shall occur any change in the Tenant which represent identity of a majority of the aggregate voting power persons who then are members of all ownership interests of the such partnership or association or who comprise Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to ; Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor Landlord and Landlord may terminate this Lease by notice to Tenant given within 90 days thereafter if, in writing at least thirty (30) days prior to Landlord's reasonable judgement; the proposed effective date credit of Tenant is thereby impaired. This paragraph shall not apply if the assignment. initial Tenant shall provide Lessor with: named herein is a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, corporation and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt outstanding voting stock thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Leaseis listed on a recognized securities exchange.

Assignment and Subletting. Since Lessor wishes the party in possession of (i) Tenant shall not assign, mortgage or encumber this Lease, nor sublet, suffer or permit the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any part of the Premises thereof to be used by others, without the prior written consent of LessorLandlord in each instance, which consent may shall not be unreasonably withheld or delayed. In additionIf this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, without Landlord's prior written consent, Landlord may collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance by Landlord of the assignee, subtenant or occupant as tenant, or a release of Tenant may notfrom the further performance of its covenants herein contained. The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining Landlord's written consent to any further assignment or subletting. (ii) For the purposes of this Lease, voluntarily an "assignment" prohibited by this section shall be deemed to include the following: if Tenant is a partnership, a withdrawal or change (voluntary, involuntary, by operation of law, assignor otherwise) of any of the partners thereof, mortgageor the dissolution of the partnership; or, pledge if Tenant consists of more than one person, a purported assignment, transfer, mortgage or otherwise transfer this Lease without encumbrance (voluntary, involuntary, by operation of law, or otherwise) from one thereof to the prior written consent of Lessor. If other or others thereof; or, if Tenant is not a natural personcorporation, then any transfer of this Lease by dissolution, merger, consolidation or liquidation shall constitute an assignment other reorganization of this LeaseTenant, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, or any change in the identity ownership (voluntary, involuntary, by operation of the persons (i) having the power to participate in the management law, creation of Tenantnew stock, or in the election otherwise) of 50% or appointment more of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own its capital stock from the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of existing on the date of signing this Leaseexecution hereof, or the date sale of 50% of the proposed assignment, whichever is greater; (ii) value of the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; assets of Tenant. (iii) Notwithstanding the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7foregoing, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for without Landlord's consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within but upon ten (10) days after Lessor’s receipt days' written notice to Landlord by Tenant, this Lease may be assigned, or the Premises may be sublet, to any corporation which is a parent, subsidiary or affiliate of all required information concerning Tenant. For the proposed assigneepurposes of this section, a "parent" shall mean a corporation which owns 100% of the outstanding stock of Tenant, a "subsidiary" shall mean any corporation 100% of whose outstanding stock shall be owned by Tenant, and the satisfaction an "affiliate" shall mean any corporation 100% of all of the conditions specified in (i) through (vi) above, Lessor whose outstanding stock shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof owned by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease's parent.

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract(a) Company covenants and agrees that it will not sell, Tenant may not sublease convey, transfer or license the whole assign this Agreement or any part of thereof or any rights created thereby or sublet the Leased Premises covered by this Lease or any part thereof without the prior written consent of Lessorthe Director provided, which consent however, that Company shall have the right to assign its interest hereunder or to sublet the Leased Premises to any subsidiary, affiliate or successor company thereof upon the condition that the Company hereunder shall remain liable for the full, faithful and complete performance of this Agreement. Upon approval of the Director, Company may not be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or by operation sublet the Leased Premises subject to Company and Sub-Company remaining liable for the full faithful and complete performance of law, assign, mortgage, pledge or otherwise transfer this Lease both pre- assignment and post-assignment. Such approval will consider the effect such sale, conveyance, transfer or assignment will have on the continued performance of successor company under this agreement and its response to the request for proposal. (b) If, without the prior written consent of Lessor. If Tenant is not the Director, the Company assigns, sells, conveys, transfers or sublets in violation of Section (a) of this Section or if the Leased Premises are occupied by anybody other than the Company, as provided in this Lease, the City may collect rent from any assigns, sub- Company or anyone who claims a natural person, then right to this Agreement or who occupies the Leased Premises and the City shall apply the net amount collected to the rental herein reserved but no such collection shall be deemed a waiver by the City of the covenants contained in subdivision (a) of this Section or an acceptance by the City of any such assignee or sub-Company. (c) Any assignment or transfer of this Lease Agreement or any rights of Company hereunder (except as otherwise permitted herein) whether it be a voluntary assignment without the consent of Director or an assignment or transfer by mergeroperation of law, consolidation or liquidation shall be null and void and shall constitute an assignment of this Lease, and, as such, shall require a default on the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity part of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this LeaseCompany.

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease assign this Lease or license the whole sublet all or any part portion of the Premises Property without the prior written consent of LessorLandlord, which consent may will not be unreasonably withheld withheld, conditioned or delayed. In addition, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written must request Landlord's consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute to an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor sublease in writing at least thirty (30) days prior to the proposed effective commencement date of the proposed sublease or assignment. Tenant shall provide Lessor with: , which request must include (a) the name and address of the proposed assignee or subtenant, (b) the nature and character of the business of the proposed assignee or subtenant, (c) financial information (including financial statements) of the proposed assignee or subtenant and (d) a copy of the proposed assignmentsublet or assignment agreement, financial information, bank references which must be in substance and financial statements of the form reasonably acceptable to Landlord. Tenant shall also provide any additional information Landlord reasonably requests regarding such proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might assignment or subletting. Landlord shall provide its written response to Tenant's request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To for consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted an assignment or sublease, all of such excess rent and other excess consideration subletting within ten (10) business days following receipt thereof of Tenant's request therefor. Any assignment, encumbrance, or sublease without Landlord's written consent shall be voidable by TenantLandlord and, at Landlord's election, constitute an event of default hereunder. Lessor shall have Neither the right consent by Landlord to sellany assignment, assign or otherwise transfer, in whole encumbrance or in partsubletting nor the collection or acceptance by Landlord of rent from any assignee, its rights subtenant or occupant shall be construed as a waiver or release of the initial Tenant from the terms and obligations under conditions of this Lease and or relieve Tenant or any subtenant, assignee or other party from obtaining the consent in the Project. In the event Lessor shall sellwriting of Landlord to any further assignment, assign transfer, encumbrance or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Leasesubletting.

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract, A. Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sellassign, assign sublet, transfer or encumber this Lease, or any interest therein, by operation of law or otherwise transferwithout the prior consent of Landlord. 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 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 shall relieve Tenant of its liability hereunder. Upon the occurrence of an "event of default" as hereinafter defined, if the premises or any part thereof are then assigned or sublet, Landlord, in whole addition to any other remedies herein provided, or provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder. B. 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., (the "Bankruptcy Code"), any and all monies or other considerations payable or otherwise to be delivered in partconnection with such assignment shall be paid or delivered to Landlord, its rights 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 Landlord and be promptly paid or delivered to Landlord. C. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, shall be deemed, without further act or deed, to have assumed all of the obligations arising under this Lease on and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following after the date of such assignment assignment. Any such assignee shall upon demand execute and deliver to perform its covenants under this LeaseLandlord an instrument confirming such assumption.

Assignment and Subletting. Since Lessor wishes A. Tenant shall not have the party in possession of the Premises right to be bound assign or pledge this Lease or to Lessor by direct privity of contract, Tenant may not sublease or license sublet the whole or any part of the Premises without the prior written consent of LessorLeased Premises, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, whether voluntarily or by operation of law, assignor permit the use or occupancy of the Leased Premises by anyone other than Tenant, mortgage, pledge or otherwise transfer this Lease without the prior written consent of LessorLandlord, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented (which consent shall not be unreasonably withheld). If In the event Tenant is not a natural persondesires to sublet the Leased Premises, then or any transfer of this Lease by mergerportion thereof, consolidation or liquidation shall constitute an assignment of assign this Lease, andTenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, as suchwhich notice shall set forth the name of the proposed subtenant or assignee, shall require the prior written consent relevant terms of Lessorany sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In additionno event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the Leased Premises if the rent is determined in whole or in part based upon the income or profits derived by the sub-lessee (other than a rent based on a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of his Lease. Upon the occurrence of an "event of default" (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder. Tenant shall pay to Landlord, on demand, a reasonable service charge for the processing of the application for the consent and for the preparation of the consent. Such service charge shall be collectible by Landlord only where consent is granted by Landlord. B. In addition to, but not a natural personin limitation of, Landlord's right to approve of any change subtenant or assignee, Landlord shall have the option, in its sole discretion, in the identity event of the persons (i) having the power any proposed subletting or assignment, to participate in the management of Tenantterminate this Lease, or in the election case of a proposed subletting of less than the entire Leased Premises, to recapture the portion of the Leased Premises to be sublet, as of the date the subletting or appointment assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within thirty (30) days following Landlord's receipt of directorsTenant's written notice as required above. If this Lease shall be terminated with respect to the entire Leased Premises pursuant to this paragraph, managersthe term of this Lease shall end on the date stated in Tenant's notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the term hereof. If Landlord recaptures under this paragraph only a portion of the Leased Premises, trustees the rent during the unexpired term shall ▇▇▇▇▇ proportionately based on the rent contained in this Lease as of the date immediately prior to such recapture. Tenant shall, at Tenant's own cost and expense, discharge in full any outstanding commission obligation on the part of Landlord with respect to this Lease, and any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the Leased Premises are recaptured pursuant hereto and rented by Landlord to the proposed tenant or any other persons exercising like functions tenant. In the event of the recapture of a portion of the Leased Premises by Landlord pursuant to the terms of this paragraph, Tenant shall pay all costs associated with the separation of the recaptured premises from the portion not recaptured, including, but without limitation, the cost of all demising partitions, changes in lighting and HVAC distribution systems and all reasonable architectural and/or engineering fees. C. Any assignment or subletting by Tenant pursuant to subparagraph 8A of all or any portion of the management Leased Premises, or termination of the Lease for a portion of the Leased Premises pursuant to subparagraph 8B, shall automatically operate to terminate each and every right, option, or election, if any exist, belonging to Tenant, including by way of illustration, but not limitation, any option to expand its premises or to extend or renew the term of Tenant's Lease for all or any portion of the Leased Premises -i.e. such rights and options shall cease as to both space sublet or assigned and as to any portion of the original Leased Premises retained by Tenant. D. For the purposes of this Section 8 an assignment shall be deemed to include (without limitation) (i) the sale or transfer of more than thirty-three percent (33%) of the direct ownership interest of Tenant, (ii) the sale, assignment or transfer of a substantial portion of the assets of Tenant, or (iiiii) who beneficially own the ownership interests in the any merger or consolidation of Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenantwith any entity, shall constitute assignment of this Lease, and, as such, and shall require the prior written Landlord's consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply accordance with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Leasesubparagraph 8A hereof.

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract27.1 Tenant shall not transfer, Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or by operation of lawdispose, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of hypothecate this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights or permit the use of the Premises by any person or persons other than Tenant, or sublet the Premises, or any part thereof (each of the foregoing shall be a “Transfer”) without the prior written consent of Landlord in each instance, which may be withheld in Landlord’s sole discretion. Such prohibition against Transfer shall include any transfer by operation of law and obligations under any transfer of this Lease and in from the ProjectTenant by merger, consolidation, transfer of assets, or liquidation. In the event Lessor that Tenant hereunder is a corporation, an unincorporated association, or a partnership, the transfer, assignment, or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate in excess of twenty percent (20%) in any continuous twelve-month period shall sellbe deemed a Transfer requiring Landlord's prior consent. 27.2 Any Transfer without Landlord’s consent shall, assign at Landlord’s sole discretion, be void, and shall constitute a default hereunder which, at the option of Landlord, shall result in the termination of this Lease or otherwise transfer exercise of ▇▇▇▇▇▇▇▇’s other remedies hereunder. Consent to any Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer, and the terms of such consent shall be binding upon any person holding by, under, or through Tenant. 27.3 If this Lease or all or any portion of the Premises is Transferred or occupied by any person other than Tenant, Landlord may collect rent and other charges from such other party and apply the Projectamount collected to the rent and other charges reserved hereunder, upon assumption by Lessor’s transferee but such collection shall not constitute consent or waiver of Lessor’s obligations under this Leasethe necessity of consent to such Transfer, Lessor nor shall have no liability following such collection constitute the date recognition of such assignment assignee, sublessee, or other party as Tenant hereunder or a release of Tenant from the further performance of all of the covenants and obligations of Tenant herein contained. In the event that Landlord shall consent to perform its covenants under this Leasea Transfer, Tenant shall pay to Landlord a fee equal to ten percent (10%) of one month’s rent for expenses incurred in connection with processing of documents necessary to the giving of such consent, and shall include with the request for consent a copy of the proposed transfer document and adequate financial information for the proposed transferee.

Assignment and Subletting. Since Lessor wishes 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 or permit the party in possession use by others of the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any part of the Premises thereof without the prior first obtaining Landlord’s written consent of Lessorconsent, which consent may shall not be unreasonably withheld or delayed. In additionA merger, consolidation, reorganization or acquisition of all of the assets or stock of Tenant may notin which the surviving entity (a) acquires all of the assets of Tenant as a going concern and continues the business of Tenant at the Premises, voluntarily and (b) assumes, or is deemed by law to be liable for, all of the liabilities of Tenant under the Lease, shall be considered an assignment for purposes of this Lease, but shall not require Landlord’s consent. Consent once given shall not operate as a waiver of the necessity for obtaining Landlord’s consent to any subsequent assignment, transfer, hypothecation or sublease. Any such assignment or transfer without Landlord’s consent shall be void and shall, at Landlord’s option, constitute a material breach of this Lease. No interest in this Lease shall be assignable by operation of law, assign, mortgage, pledge . Landlord’s approval of any assignment or otherwise transfer this subletting shall not eliminate Tenant’s liability for all obligations contained herein during the remainder of the Lease without the prior written consent of LessorTerm. If Tenant is not a natural personpartnership, then limited liability company, corporation, or other entity, any transfer of this Lease by merger, consolidation consolidation, redemption or liquidation liquidation, or any change in the ownership of, or power to vote, which singularly or collectively represents a majority of the beneficial interest in Tenant, shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of LessorLease under this Section. In additionAs a condition to Landlord’s approval, if Tenant is not a natural persongiven, any change in the identity of the persons (i) having the power to participate in the management of Tenant, potential assignee or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, sublessee otherwise approved by Landlord shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of assume all obligations pursuant to the Lease; and (vi) no default by of Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in shall be jointly and severally liable with Tenant and any guarantor, if required, for the Projectpayment of Rent and performance of all terms of this Lease. In the event Lessor connection with any Transfer, Tenant shall sellprovide Landlord with copies of all assignments, assign subleases and assumption agreements or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Leasedocuments.

Assignment and Subletting. Since Lessor wishes A. Tenant shall not have the party in possession of the Premises right to be bound assign or pledge this Lease or to Lessor by direct privity of contract, Tenant may not sublease or license sublet the whole or any part of the Premises without the prior written consent of Lessorleased premises, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, whether voluntarily or by operation of law, assignor permit the use or occupancy of the leased premises by anyone other than Tenant, mortgage, pledge or otherwise transfer this Lease without the prior written consent of LessorLandlord, such consent not to be unreasonably withheld, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. If In the event Tenant is not a natural persondesires to sublet the leased premises, then or any transfer of this Lease by mergerportion thereof, consolidation or liquidation shall constitute an assignment of assign this Lease, andTenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, as suchwhich notice shall set forth the name of the proposed subtenant or assignee, shall require the prior written consent relevant terms of Lessorany sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In additionno event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the leased premises if the rent is determined in whole or in part based upon the income or profits derived by the sublessee (other than a rent based on a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of his Lease. Upon the occurrence of an "event of default" (as hereinafter defined), if the leased premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder. Tenant shall pay to Landlord, on demand, a reasonable service charge for the processing of the application for the consent and for the preparation of the consent. Such service charge shall be collectible by Landlord only where consent is granted by Landlord. B. In addition to, but not a natural personin limitation of, Landlord's right to approve of any change subtenant or assignee, Landlord shall have the option, in its sole discretion, in the identity event of the persons (i) having the power any proposed subletting or assignment, to participate in the management of Tenantterminate this Lease, or in the election or appointment case of directorsa proposed subletting of less than the entire leased premises, managers, trustees or other persons exercising like functions in to recapture the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority portion of the aggregate voting power of all ownership interests of the Tenantleased premises to be sublet, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within sixty (60) days following Landlord's receipt of signing Tenant's written notice as required above. If this LeaseLease shall be terminated with respect to the entire leased premises pursuant to this paragraph, or the term of this Lease shall end on the date of stated in Tenant's notice as the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced sublease or assignment as if that date had been originally fixed in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premisesexpiration of the term hereof. If Landlord recaptures under this paragraph only a portion of the leased premises, the rent during the unexpired term shall a▇▇▇▇ proportionately based on the rent contained in this Lease as of the date immediately prior to such recapture. Tenant shall, at Tenant's own cost and expense, discharge in full any commission obligation which may be due and owing as a result of any assignment or subletting, whether or not the leased premises are recaptured pursuant hereto and rented by Landlord to the proposed tenant or any other tenant. In the event of the recapture of a portion of the leased premises by Landlord pursuant to the terms of this paragraph, Tenant shall pay to Lessorall costs associated with the separation of the recaptured premises from the portion not recaptured, after Tenant has recouped all of its reasonable out-of-pocket expensesincluding, including reasonable attorneys’ feesbut without limitation, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignmentall demising partitions, incurred changes in connection with such permitted lighting and HVAC distribution systems and all reasonable architectural and/or engineering fees. C. Any assignment or subleasesubletting by Tenant pursuant to subparagraph 9A of all or any portion of the leased premises, or termination of the Lease for a portion of the leased premises pursuant to subparagraph 9B, shall automatically operate to terminate each and every right, option, or election, if any exist, belonging to Tenant, including by way of illustration, but not limitation, any option to expand its premises or to extend or renew the term of Tenant's Lease for all or any portion of the leased premises - i.e., such excess rent rights and other excess consideration within ten (10) days following receipt thereof options shall cease as to both space sublet or assigned and as to any portion of the original leased premises retained by Tenant. Lessor . D. Notwithstanding the terms of 9A-C above, Tenant shall have the right to sell, assign sublet all or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer any portion of the Premises to any wholly owned subsidiary or the Project, upon assumption by Lessor’s transferee affiliate of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this LeaseTenant.

Assignment and Subletting. Since Lessor wishes the party Lessee, for and in possession of the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any transfer consideration of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require and the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity demise of the persons (i) having the power to participate in the management of Tenantsaid premises, hereby agrees and covenants with Lessor that neither Lessee nor Lessee's heirs, personal representatives, assigns, or successors in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, interest shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to Lease or sublet the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfersaid demised premises, in whole or in part, its rights and obligations under without first obtaining the written consent of Lessor therefor: that no assignment of this Lease or any subletting of the said demised premises, in whole or in part, shall be valid, except by and with the written consent of Lessor first obtained; that the consent of Lessor to any such assignment or subletting shall not operate to discharge Lessee or Lessee's heirs, personal representatives, assigns, or successors in interest from their liability upon the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee agreements and covenants of Lessor’s obligations under this Lease, and Lessee, Lessee's personal representatives, assigns, and successors in interest shall remain liable for the full and complete performance of all the terms, conditions, covenants, and agreements herein contained as principals and not as guarantors or sureties, to the same extent as though no assignments or sublease had been made; that any consent of Lessor shall have no liability following the date of to any such assignment or subletting shall not operate as a consent to perform its covenants under further assignment or subletting or as a waiver of this Leasecovenant and agreement against assignment and subletting; and that the following any such assignment or subletting, the assignee and/or sublettee shall be bound by all of the terms, conditions, covenants, and agreements herein contained including the covenant against assignment or subletting.

Assignment and Subletting. Since Lessor wishes Lessee will not sublet the party in whole or any part of said Premises or grant any concession therein, or part with possession of the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of LessorPremises, which consent or assign this Lease or any interest therein (nor may not this Lease be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or assigned by operation of law) or hypothecate, assign, mortgage, pledge mortgage or otherwise transfer in any way create any lien on this Lease or the Premises or any interest therein without the consent in writing of Lessor first being obtained, and any such attempt without the prior written consent in writing of LessorLessor shall be void for all purposes and Lessor shall then have the right and option to terminate this Lease as hereinafter provided. If Tenant Lessor may grant or withhold its consent in its sole discretion for any reason. It is not a natural personfurther agreed that any consent given to any assignment, then any hypothecation, transfer of this Lease by or parting of possession, or to any sublease of said Premises or a portion thereof, shall not be construed as a consent to any other further assignment, hypothecation, transfer, parting of possession or subletting or as a waiver of Lessor’s right to object to any assignment, hypothecation, transfer parting of possession, or sublease to which Lessor’s consent in writing has not been obtained. It is further agreed that Lessee will remain liable in the event of any assignment, mortgage or sublease for the payment of the rental hereunder and for the observance and performance of all the terms, covenants and conditions herein contained and on the part of Lessee to be observed and performed. Any change in the present ownership or control of Lessee’s business, directly or indirectly, whether as a result of any sale of assets, transfer of stock, merger, consolidation or liquidation otherwise, shall be deemed an assignment within the meaning of this provision; provided however, and notwithstanding anything to the contrary contained herein, no sale of assets, transfer of stock, merger or consolidation by Guarantor shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Leasehereunder.

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contractTenant shall not, Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of Lessor, Landlord (which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or by operation of law, arbitrarily) (i) assign, mortgage, pledge convey or otherwise transfer mortgage this Lease without the prior written consent of Lessor. If Tenant is not a natural personor any interest hereunder (ii) permit to occur or permit to exist, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, andany lien upon the Lease, as suchthe Premises or Tenant’s interest therein, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, or any change in the identity control of the persons Tenant (i) having the power to participate of any level), by sale of stock, transfer of partnership interest, merger, operation of law or any other manner, in the management a single transaction or series of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Leasetransactions; (iii) sublet the proposed assignee has experience and expertise in operating a business similar to that being conducted in the PremisesPremises or any part thereof; or (iv) permit the use of the Premises will comply with Section 7by any parties other than Tenant and its employees, andprovided however, that Landlord’s consent shall not be unreasonably withheld in additionthe case of any assignment by Tenant to OpNext Inc. or any majority owned Subsidiary of OpNext Inc. that is operating the Business in Japan for so long as (a) Landlord and its Affiliates directly or indirectly hold voting securities of OpNext Inc. representing a majority voting interest in OpNext Inc. or have the right to designate a majority of OpNext Inc. directors pursuant to the Stockholder’s Agreement, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (vb) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain remains liable for the performance of all any such assignee’s obligations pursuant to hereunder and any liability incurred for the Lease; performance of any such assignee’s obligations hereunder and any liability incurred in connection therewith, (c) such assignment does not results in any additional costs for which Landlord shall be liable and (vid) no default by such assignee is located in Japan that is engaged in the same Business of Tenant for the use as contemplated in Section 3 above. Any such action on the part of Tenant shall be in existence at the time void and of the request for no effect. Landlord’s consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed any assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessorsubletting or transfer or Landlord’s receipt of all required information concerning the proposed election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall not release Tenant or any subsequent tenant from any covenant or obligation under his Lease. Landlord’s consent to any assignment, subletting or transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future assignment, subletting, or transfer. Except for the satisfaction agreement of all of the conditions specified Landlord setforth in Section 4 (ib) through (vi) aboveherein, Lessor Landlord shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer its interest in this Lease to any parent or operating Subsidiary of Landlord or Landlord’s parent, or Subsidiary of the Premises parent of Landlord or Landlord’s parent, or to a corporation with which Landlord or Landlord’s parent may merge or consolidate, or to any entity or person acquiring a majority of all of Landlord’s assets. The parties agree that this Lease does not restrict or refer in any manner to a change in control or change in shareholders, directors, management or organization of Landlord’s parent or Landlord, or any Subsidiary, Affiliate or associate of the Projectparent of Landlord’s parent or Landlord, upon assumption by Lessoror to the issuance, sale, purchase or disposition of the shares of Landlord’s transferee parent or Landlord, or any Subsidiary, Affiliate or associate of LessorLandlord’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Leaseparent or Landlord.

Assignment and Subletting. Since Lessor wishes A. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this lease, nor underlet, or suffer or permit the party in possession of the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole demised premises or any part of the Premises thereof to be used or occupied by others, without the prior written consent of LessorLandlord in each instance, which consent Landlord may not withhold for any or no reason whatsoever, except as may hereinafter be unreasonably withheld provided. The direct or delayed. In addition, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any indirect transfer of the beneficial or record ownership of (a) a majority of the issued and outstanding capital stock of any corporate tenant or subtenant of this Lease by mergerlease or (b) a majority of the total equity or voting interests or rights in any partnership or limited liability company tenant or subtenant or any other form of entity or organization, consolidation however accomplished, and whether in a single transaction or liquidation shall constitute in a series of related or unrelated transactions, or the conversion of a tenant or subtenant entity to another form of entity including, without limitation, a limited liability company or a limited liability partnership, or a transfer of control of any entity shall, in each case, be deemed an assignment of this Leaselease or of such sublease. The merger or consolidation of a tenant or subtenant, andwhether a corporation, as suchpartnership, limited liability company or other form of entity or organization, shall require be deemed an assignment of this lease or of such sublease. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance. A material modification, material amendment or any extension of Lessora sublease shall be deemed a sublease. In addition, if Tenant If any lien is not filed against the demised premises or the Building of which the same form a natural person, any change in the identity of the persons (i) having the power part for brokerage services claimed to participate in the management of have been performed for Tenant, whether or in not actually performed, the election same shall be discharged by Tenant within thirty (30) days thereafter, at Tenant’s expense, by filing the bond permitted by law, or appointment otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. For the purposes of directorsthis Article, managersan “interest” shall mean an estate, license, easement, use, profit or other claim with respect to real property or a right to participate, directly or indirectly, through one or more intermediaries, nominees, trustees or other persons exercising like functions agents, in the management of Tenant, decision making respecting any entity or (ii) who beneficially own the ownership interests in the Tenant which represent a majority other organization or any of the aggregate voting power profits, losses, dividends, distributions, income, gain, losses or capital of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if:entity or other organization. (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. B. If Tenant desires to assign this Leaselease (other than to a “Permitted Transferee,” as defined herein), it or sublet all or substantially all of the premises (other than to a “Permitted Transferee,” as defined herein) for all or substantially all of the remainder of the term hereof, then Tenant shall so notify Lessor in writing at least give written notice of such desire to Landlord (the “Disposition Notice”) and Tenant shall be obligated to obtain Landlord’s consent with respect thereto. The Disposition Notice shall: (i) with respect to a proposed assignment of this lease, identify the date on which Tenant desires to have such assignment be effective (the “Assignment Effective Date”); or (ii) with respect to a proposed subletting of all or substantially all of the demised premises for all or substantially all of the balance of the term hereof, identify the following: (A) the square footage and location of the portion of the premises Tenant proposes to sublease, and (B) the date on which Tenant desires to have such subletting be effective (the “Sublease Effective Date”) and the proposed expiration date thereof. Within thirty (30) days prior after Landlord’s receipt of the Disposition Notice with respect to a proposed assignment of this lease, Landlord shall have the right, exercisable by written notice to Tenant, to accelerate the Expiration Date to the Assignment Effective Date (the “Assignment Recapture Right”). Within thirty (30) days after Landlord’s receipt of the Disposition Notice with respect to a proposed subletting of all or substantially all of the demised premises for all or substantially all of the balance of the term hereof, Landlord shall have the right, exercisable by written notice to Tenant, to terminate this lease as to such proposed sublet space (the “Recapture Space”) as of the Sublease Effective Date (the “Sublet Recapture Right”; the Assignment Recapture Right and Sublet Recapture Right are sometimes collectively referred to as the “Recapture Right”). If Landlord exercises the Sublet Recapture Right, then (1) Tenant shall, at its sole cost and expense, separately demise the remaining portion of the Premises from the Recapture Space; and (2) as of the Sublease Effective Date Tenant shall have no obligations under this lease with respect to the Recapture Space. If Tenant desires to sublease less than all or substantially all of the demised premises, or if the term of any proposed sublease is for less than all or substantially all of the balance of the term of this lease, then Landlord will not be permitted to recapture the subject portion of the demised premises but Tenant will nevertheless be obligated to obtain Landlord’s consent to such proposed sublease on the terms provided herein. For purposes hereof, (x) the term “all or substantially all” of the demised premises shall mean at least eighty (80%) percent of the rentable square footage of the demised premises and (y) the term “all or substantially all of the balance of the term” of this lease shall mean a proposed sublease the expiration date of which extends into the last twelve (12) months of the term of this lease. C. If Tenant requests Landlord’s consent to a specific assignment or subletting, or in any other circumstance where Tenant is required to provide the information described in this Section 4.C, Tenant shall submit in writing to Landlord (a) the name and address of the proposed assignee or subtenant, (b) a duly executed counterpart of the proposed agreement of assignment or sublease, (c) reasonably satisfactory information as to the nature and character of the business of the proposed assignee or subtenant, and as to the nature of its proposed use of the space, and (d) banking, financial or other credit information relating to the proposed assignee or subtenant reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant. D. If Landlord shall not have accepted Tenant’s offer, as provided in Section 4.B, then Landlord will, subject to Section 4.F below, not unreasonably withhold, condition or delay its consent to Tenant’s request for consent to such specific assignment or subletting. Any consent of Landlord under this Article shall be subject to the terms of this Article and the effectiveness of any assignment or sublease under this Article shall be conditioned upon there being no default by Tenant, beyond any grace period, under any of the monetary or material non-monetary terms, covenants and conditions of this lease at the time that Landlord’s consent to any such subletting or assignment is requested and on the date of the commencement of the term of any proposed sublease or the effective date of the any proposed assignment. . E. Tenant understands and agrees that no assignment or subletting shall provide Lessor with: be effective unless and until Tenant, upon receiving any necessary Landlord’s written consent (and unless it was theretofore delivered to Landlord) causes a duly executed copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within sublease or assignment to be delivered to Landlord within ten (10) days after Lessor’s receipt execution thereof. Any such sublease shall provide that the subtenant shall comply with all applicable terms and conditions of all required information concerning this lease to be performed by Tenant hereunder. Any such assignment of lease shall contain an assumption by the proposed assignee, and the satisfaction assignee of all of the terms, covenants and conditions specified of this lease to be performed by Tenant. Neither the listing of a name other than that of Tenant, whether on the doors of the demised premises, the building directory or otherwise, nor the issuance of an ID badge or building pass shall vest any right or interest in this lease or the demised premises and shall not be deemed to be the consent of Landlord to any assignment or transfer of this lease, to any sublessee or licensee of the demised premises, or to any use or occupancy thereof by anyone not Tenant. F. Anything herein contained to the contrary notwithstanding: (i) Tenant shall not advertise (but may list with brokers) its space for assignment or subletting at a rental rate lower than the greater of (a) the then Building rental rate for such space and (b) the rental rate then being paid by Tenant to Landlord. (ii) The transfer of outstanding capital stock of any corporate tenant, for purposes of this Article, shall not include sale of such stock by persons other than those deemed “insiders” within the meaning of the Securities Exchange Act of 1934 as amended, and which sale is effected through the “over the counter market” or through any recognized stock exchange. (iii) No assignment or subletting shall be made: (a) To any person or entity which shall at that time be a tenant, subtenant or other occupant (or an affiliate thereof) of any part of the Building of which the demised premises form a part, or who dealt with Landlord or Landlord’s agent (directly or through a broker) with respect to space in the Building during the twelve (12) months immediately preceding Tenant’s request for Landlord’s consent if comparable space is available for lease directly from Landlord elsewhere in the Building or if Landlord reasonably expects that comparable space will become available during the upcoming six (6) month period; (b) By the legal representatives of Tenant or by any person to whom Tenant’s interest under this lease passes by operation of law, except in compliance with the provisions of this Article; (c) To any person or entity for the conduct of a business which is not in keeping with the standards and the general character of the Building of which the demised premises form a part or whose business violates any then restrictive covenant or use restriction contained in any lease or other agreement affecting the Building; (d) To more than two (2) subtenants; (e) For a sublease term that shall expire not later than one (1) day prior to the expiration of the term of this lease; (f) For any use of the premises other than a use permitted pursuant to Article 1 hereof; or (g) Which would result in more than three (3) occupants (including Tenant) occupying the entire demised premises. (iv) Intentionally deleted. (v) No subtenant shall have a right to sublet further or assign its sublease without obtaining Landlord’s prior written consent thereto. (vi) Except with respect to a sublease to Landlord made in accordance with the provisions of Section 4.B above, Lessor any sublease shall have provide that if this lease is rejected pursuant to Section 365 of the following options:Bankruptcy Code or any similar or successor statute, (a) such rejection shall be treated by the subtenant as a termination of the term of this lease notwithstanding any contrary interpretation given by law to such rejection and (b) notwithstanding any such rejection/termination, the subtenant shall, at the option of Landlord, attorn to Landlord and will perform for Landlord’s benefit all the terms, covenants and conditions of such sublease as if such sublease were a direct lease between Landlord and such subtenant. a. To consent (vii) Any assignment of this lease shall be subject to the provisions of Article 1 hereof, the terms of which shall be controlling if any term of this Article conflicts with any term of Article 1 and have precedence over this Article. (viii) No assignment of less than all of Tenant’s interest in this lease is permitted. (ix) No assignment or subletting shall be effective if Tenant is then in default of any payment or other material obligation to be performed under this lease. G. Anything herein above contained to the contrary notwithstanding (but subject to the provisions of Section 4.J below), the Recapture Right shall not apply to, and Landlord’s consent shall not be required with respect to an assignment of this lease or a sublease of all or part of the demised premises, to the sole parent of Tenant or to a wholly-owned subsidiary of Tenant or of said parent of Tenant, provided the net worth of the transferee or subtenant, after such transaction, is equal to or greater than the greater of Tenant’s net worth on the date hereof or immediately prior to such transaction, and provided also that any such transaction complies with the other provisions of this Article. Tenant shall provide Landlord with banking, financial or other credit information relating to the Tenant and the proposed assignee or subtenant reasonably sufficient to enable Landlord to determine the net worth of Tenant worth on the date hereof or immediately prior to such transaction, and the net worth of the assignee or subtenant immediately following such transaction. H. Anything herein above contained to the contrary notwithstanding (but subject to the provisions of Section 4.F(viii) above and Section 4.J below), the Recapture Right shall not apply to, and Landlord’s consent shall not be required with respect to an assignment with of this lease, or without sublease of all or part of the imposition demised premises, to any corporation (a) to which substantially all the assets of one Tenant are transferred or more conditions; or b. To refuse to consent if reasonable grounds exist therefor(b) into which Tenant may be merged or consolidated, provided that if the conditions specified in (i) through (vi) above are not satisfiednet worth of such transferee or of the resulting or surviving corporation, Lessor’s consent as the case may be, is equal to or greater than the net worth of Tenant and of any guarantor of this lease immediately prior to such transfer or on the date hereof, whichever is greater, and provided, also, that any such transaction complies with the other provisions of this Article. Tenant shall provide Landlord with banking, financial or other credit information relating to Tenant and the proposed assignment may be withheld assignee or granted in its sole subtenant reasonably sufficient to enable Landlord to determine the net worth of Tenant worth on the date hereof or immediately prior to such transaction, and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination net worth of the Base Rent payable under assignee or subtenant immediately following such assignment plus transaction. Any transferee pursuant to Paragraph G above or this Paragraph H shall be deemed a “Permitted Transferee”. I. The transfer of a majority of the issued and outstanding capital stock of any bonus corporate Tenant or of a majority of the total interests in any partnership Tenant or any other consideration form of entity or organization, however accomplished, and whether in a single transaction or in a series of transactions which, in any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premisessuch event, results in a “change of control” of Tenant shall pay to Lessor, after Tenant has recouped all be deemed an attempted assignment of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions this lease and without the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transferprior consent, in whole writing, of Landlord, shall be a violation of this Article 4, and constitute a material default by Tenant hereunder without the giving of notice thereof or an opportunity to cure; provided, however, it is agreed that Landlord’s consent shall not be needed to said change in partcontrol or operation if, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise immediately following such transfer the Premises net worth of Tenant is equal to or greater than the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract28.1 Tenant shall not transfer, Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or by operation of lawdispose, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of hypothecate this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights or permit the use of the Premises by any person or persons other than Tenant, or sublet the Premises, or any part thereof (each of the foregoing shall be a "Transfer") without the prior written consent of Landlord in each instance, which may be withheld in Landlord's sole discretion. Such prohibition against Transfer shall include any transfer by operation of law and obligations under any transfer of this Lease and in from the ProjectTenant by merger, consolidation, transfer of assets, or liquidation. In the event Lessor that Tenant hereunder is a corporation, an unincorporated association, or a partnership, the transfer, assignment, or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate in excess of twenty percent (20%) in any continuous twelve-month period shall sellbe deemed a Transfer requiring Landlord's prior consent. 28.2 Any Transfer without ▇▇▇▇▇▇▇▇'s consent shall, assign at Landlord's sole discretion, be void, and shall constitute a default hereunder which, at the option of Landlord, shall result in the termination of this Lease or otherwise transfer exercise of ▇▇▇▇▇▇▇▇'s other remedies hereunder. Consent to any Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer, and the terms of such consent shall be binding upon any person holding by, under, or through Tenant. 28.3 If this Lease or all or any portion of the Premises is Transferred or occupied by any person other than Tenant, Landlord may collect rent and other charges from such other party and apply the Projectamount collected to the rent and other charges reserved hereunder, upon assumption by Lessor’s transferee but such collection shall not constitute consent or waiver of Lessor’s obligations under this Leasethe necessity of consent to such Transfer, Lessor nor shall have no liability following such collection constitute the date recognition of such assignment assignee, sublessee, or other party as Tenant hereunder or a release of Tenant from the further performance of all of the covenants and obligations of Tenant herein contained. In the event that Landlord shall consent to perform its covenants under this Leasea Transfer, Tenant shall pay to Landlord a fee equal to ten percent (10%) of one month's rent for expenses incurred in connection with processing of documents necessary to the giving of such consent, and shall include with the request for consent a copy of the proposed transfer document and adequate financial information for the proposed transferee.

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contractTenant shall not voluntarily, Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or by operation of law, assign, transfer, mortgage, pledge pledge, hypothecate or otherwise transfer encumber this Lease or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, all without first obtaining the prior written consent of Lessor. If Tenant is not a natural personLandlord, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written which consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be unreasonably withheld unreasonablyor delayed. Consent to one assignment, if: (i) The proposed assignee has a net worth at least equal subletting, occupation or use by any other person shall not be deemed to Tenant and Tenant’s Guarantor(s) (if any) as be consent to any subsequent assignment, subletting, occupation or use by another person. In the event of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience transfer and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default assignment by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred interest in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessorto a person expressly assuming Tenant’s obligations under this Lease, Lessor Tenant shall have no liability following the date thereby be released from any further obligations hereunder, and Landlord agrees to look solely to such successor in interest of Tenant for performance of such assignment to perform obligations. Upon such transfer and assignment, Tenant shall be relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the transfer or assignment. Any assignment or subletting without consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. In the event that Landlord shall consent to a sublease or assignment hereunder, Tenant shall pay Landlord reasonable fees, not to exceed One Hundred and No/100 Dollars ($100.00), incurred in connection with the processing of documents necessary to giving of such consent.

Assignment and Subletting. Since Lessor wishes the 11.01. Except in connection with a Business Transfer (defined in Section 11.04), Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party in possession to use any portion of the Premises to be bound to Lessor by direct privity of contract(collectively or individually, Tenant may not sublease or license the whole or any part of the Premises a “Transfer”) without the prior written consent of LessorLandlord, which consent may shall not be unreasonably withheld, conditioned or delayed if Landlord does not exercise its recapture rights under Section 11.02. Without limitation, it is agreed that Landlord’s consent shall not be considered unreasonably withheld if the proposed transferee is a governmental entity or delayedan occupant of the Building or an occupant of any other buildings within the Cambridge Science Center or if the proposed transferee, whether or not an occupant of the Building or an occupant of any other buildings within the Cambridge Science Center, is in discussions with Landlord regarding the leasing of space within the Building or within any other buildings within the same project. If the entity(ies) which directly or indirectly owns or controls 51% or more of the voting shares/rights of Tenant (other than through the ownership of voting securities listed on a recognized securities exchange) changes as a result of one transaction or one interrelated series of transactions at any time, and such change of ownership or control results in the hiring of all or substantially all new named senior officers of Tenant, then such change of ownership or control shall constitute a Transfer; provided, however, the infusion of additional equity capital in Tenant or an initial public offering of equity securities of Tenant under the Securities Act of 1933, as amended, which results in Tenant’s stock being traded on a national securities exchange, including, but not limited to, the NYSE, the NASDAQ Stock Market or the NASDAQ Small Cap Market System shall not be deemed, in either case, a Transfer. Any Transfer in violation of this Section shall, at Landlord’s option, be deemed a Default by Tenant as described in Section 18, and shall be voidable by Landlord. In additionno event shall any Transfer, including a Business Transfer, release or relieve Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then from any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of obligation under this Lease, and, as such, and Tenant shall require remain primarily liable for the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity performance of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of tenant’s obligations under this Lease, andas amended from time to time. 11.02. Tenant shall provide Landlord with financial statements for the proposed transferee (or, in the case of a change of ownership or control that constitutes a Transfer as suchprovided in Section 11.01 above, shall require for the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonablynew controlling entity(ies)), if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date fully executed copy of the proposed assignment, whichever is greatersublease or other Transfer documentation and such other information as Landlord may reasonably request. Within 15 Business Days after receipt of the required information and documentation, Landlord shall either: (a) consent to the Transfer by execution of a consent agreement in a form reasonably designated by Landlord; (iib) reasonably refuse to consent to the proposed assignee is creditworthy considering the obligations to be assumed under this LeaseTransfer in writing; or (iiic) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) event of an assignment of this Lease or subletting of more than 25% of the use Rentable Square Footage of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix for more than 50% of the Building remaining Term (excluding unexercised options) other than an assignment or with exclusive uses granted or sublease consented to be granted to any other tenant(sby Landlord in clause (a) above, recapture the portion of the Building; Premises that Tenant is proposing to Transfer. Notwithstanding the above, Landlord shall not have the right to recapture the Premises (vor applicable portion thereof) Tenant and Tenant’s Guarantor(sin the event of a Business Transfer (defined in Section 11.04). If Landlord exercises its right to recapture, this Lease shall automatically be amended (or terminated if the entire Premises is being assigned or sublet) (if any) acknowledge in writing that they will remain liable for to delete the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time applicable portion of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to Premises effective on the proposed effective date of the assignmentTransfer, although Landlord may require Tenant to execute a reasonable amendment or other document reflecting such reduction or termination. Tenant shall provide Lessor with: pay Landlord a copy review fee (that shall include any attorneys’ fees) of $1,500.00 for Landlord’s review of any requested Transfer. 11.03. Tenant shall pay Landlord 50% of all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the proposed assignment, financial information, bank references and financial statements Rent payable to Landlord for the portion of the proposed assignee; a copy Premises and Term covered by the Transfer. Tenant shall pay Landlord for Landlord’s share of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) excess within 30 days after LessorTenant’s receipt of the excess. In determining the excess due Landlord, Tenant may deduct from the excess, on a straight-line basis, all required information concerning reasonable and customary expenses directly incurred by Tenant attributable to the proposed assigneeTransfer. If Tenant is in Default, and Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the satisfaction amount of Tenant’s share of payments received by Landlord. 11.04. Tenant may assign this Lease to a successor to Tenant by merger, consolidation or the purchase of substantially all of Tenant’s assets, or assign this Lease or sublet all or a portion of the Premises to an Affiliate (defined below), without the consent of Landlord, provided that all of the following conditions specified are satisfied (a “Business Transfer”): (a) Tenant must not be in Default; (b) Tenant must give Landlord written notice at least 15 Business Days before such Transfer; and (c) except in the case of an assignment or sublease to an Affiliate, the Credit Requirement (defined below) must be satisfied. Tenant’s notice to Landlord shall include information and documentation evidencing the Business Transfer and showing that each of the above conditions has been satisfied. If requested by Landlord, Tenant’s successor shall sign and deliver to Landlord a commercially reasonable form of assumption agreement. “Affiliate” shall mean an entity controlled by, controlling or under common control with Tenant. The “Credit Requirement” shall be deemed satisfied if, as of the date immediately preceding the date of the Business Transfer, the financial strength of (i) through the entity with which Tenant is to merge or consolidate or (viii) abovethe purchaser of substantially all of the assets of Tenant is not less than that of Tenant, Lessor shall have the following options: a. To consent to the proposed assignment with as determined (x) based on credit ratings of such entity and Tenant by both Moody’s and Standard & Poor’s (or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment andby either such agency alone, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for applicable ratings by the other agency do not exist), or (y) if such credit ratings do not exist, then in accordance with Moody’s KMV RiskCalc (i.e., the on-line software tool offered by Moody’s for analyzing credit risk) based on CFO-certified financial statements for such entity and Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have covering their last two fiscal years ending before the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this LeaseTransfer.

Assignment and Subletting. Since Lessor wishes A. Tenant shall not have the party in possession of the Premises right to be bound assign or pledge this Lease or to Lessor by direct privity of contract, Tenant may not sublease or license sublet the whole or any part of the Premises without the prior written consent of LessorLeased Premises, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, whether voluntarily or by operation of law, assignor permit the use or occupancy of the Leased Premises by anyone other than Tenant, mortgage, pledge or otherwise transfer this Lease without the prior written consent of LessorLandlord, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented (which consent shall not be unreasonably withheld). If In the event Tenant is not a natural persondesires to sublet the Leased Premises, then or any transfer of this Lease by mergerportion thereof, consolidation or liquidation shall constitute an assignment of assign this Lease, andTenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, as suchwhich notice shall set forth the name of the proposed subtenant or assignee, shall require the prior written consent relevant terms of Lessorany sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In additionno event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the Leased Premises if the rent is determined in whole or in part based upon the income or profits derived by the sub-lessee (other than a rent based on a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of his Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder. Tenant shall pay to Landlord, on demand, a reasonable service charge for the processing of the application for the consent and for the preparation of the consent. Such service charge shall be collectible by Landlord only where consent is granted by Landlord. B. In addition to, but not a natural personin limitation of, Landlord's right to approve of any change subtenant or assignee, Landlord shall have the option, in its sole discretion, in the identity event of the persons (i) having the power any proposed subletting or assignment, to participate in the management of Tenantterminate this Lease, or in the election or appointment case of directorsa proposed subletting of less than the entire Leased Premises, managers, trustees or other persons exercising like functions in to recapture the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority portion of the aggregate voting power of all ownership interests of the TenantLeased Premises to be sublet, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within sixty (60) days following Landlord's receipt of signing Tenant's written notice as required above. If this LeaseLease shall be terminated with respect to the entire Leased Premises pursuant to this paragraph, or the term of this Lease shall end on the date of stated in Tenant's notice as the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced sublease or assignment as if that date had been originally fixed in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the expiration of the term hereof. If Landlord recaptures under this paragraph only a portion of the Leased Premises, the rent during the unexpired term shall ▇▇▇▇▇ proportionately based on the rent contained in this Lease as of the date immediately prior to such recapture. Tenant shall, at Tenant's own cost and expense, discharge in full any outstanding commission obligation on the part of Landlord with respect to this Lease, and any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the Leased Premises are recaptured pursuant hereto and rented by Landlord to the proposed tenant or any other tenant. In the event of the recapture of a portion of the Leased Premises by Landlord pursuant to the terms of this paragraph, Tenant shall pay to Lessorall costs associated with the separation of the recaptured premises from the portion not recaptured, after Tenant has recouped all of its reasonable out-of-pocket expensesincluding, including reasonable attorneys’ feesbut without limitation, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignmentall demising partitions, incurred changes in connection with such permitted lighting and HVAC distribution systems and all reasonable architectural and/or engineering fees. C. Any assignment or subleasesubletting by Tenant pursuant to subparagraph 8A of all or any portion of the Leased Premises, or termination of the Lease for a portion of the Leased Premises pursuant to subparagraph 8B, shall automatically operate to terminate each and every right, option, or election, if any exist, belonging to Tenant, including by way of illustration, but not limitation, any option to expand its premises or to extend or renew the term of Tenant's Lease for all or any portion of the Leased Premises - i.e. such excess rent rights and other excess consideration within ten (10) days following receipt thereof options shall cease as to both space sublet or assigned and as to any portion of the original Leased Premises retained by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.

Assignment and Subletting. Since Lessor wishes the party in possession of Tenant shall not assign this Lease or any interest therein, or sublet the Premises or any portion thereof or permit other persons to be bound to Lessor by direct privity of contractoccupy the Premises or any part thereof, Tenant may not sublease or grant any license the whole or concession for all or any part of the Premises Premises, without the prior written consent of LessorLandlord, which consent may be granted or withheld in the sole and absolute discretion of Landlord, and no permitted assignment or subletting shall relieve Tenant of Tenant's covenants and agreements hereunder. No assignment or transfer of this Lease may be effected by merger, consolidation, dissolution, operation of law or otherwise without the prior written consent of Landlord, which consent may be granted or withheld in the sole and absolute discretion of Landlord. The consent of Landlord to any one assignment or sublease pursuant hereto shall not be unreasonably withheld deemed to be a waiver of the provisions of this Section with respect to any subsequent assignment or delayedsublease. In additionEach such permitted sublease or assignment shall expressly be made subject to the provisions of this Lease, including without limitation, the use provisions hereof. No assignment or sublet may violate any then existing exclusive uses of other tenants in the Shopping Center or restrictions otherwise binding on tenants of the Shopping Center nor the primary use of any other tenant in the Shopping Center. If Tenant assigns its rights and interests under this Lease, the assignee under such assignment shall expressly assume all of the obligations of Tenant hereunder, but such assignment and assumption shall not amend or otherwise affect any of the rights of Landlord under this Lease nor shall it affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full effect as obligations of a principal and not as obligations of a guarantor or surety to the same extent as though no assignment had been made. If Tenant shall assign this Lease or sublease the Premises for rent or other consideration in excess of the rent payable hereunder, Landlord shall receive all such excess rent or other consideration as additional rent hereunder. The assignee or sublessee shall be required to make all payments due to Landlord and Landlord shall thereafter, in a prompt manner, remit to Tenant any amounts that may notbe due Tenant. Tenant shall, voluntarily concurrently with the execution and delivery of any such permitted assignment or sublease, deliver a duplicate original thereof to Landlord. If Tenant is a partnership, then any dissolution of Tenant or a withdrawal or change, whether voluntary, involuntary or by operation of law, assign, mortgage, pledge or otherwise transfer of partners owning a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease without the prior written consent of LessorLease. If Tenant is not a natural personcorporation, then any transfer of this Lease by dissolution, merger, consolidation or liquidation other reorganization of Tenant, or any sale or transfer of a controlling interest of the capital stock of Tenant, shall constitute be deemed an assignment of this Lease, and, as such, shall require the prior written consent . A sale of Lessor. In addition, if Tenant is not a natural person, any change in the identity substantially all of the persons (i) having merchandise on the power Premises to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, one purchaser shall constitute be treated as and deemed to be an assignment of this Lease, and, as such, shall require Lease within the prior written consent foregoing provisions of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this LeaseSection.

Assignment and Subletting. Since Lessor wishes Lessee's interest in this Lease is not ------------------------- assignable, by operation of law or otherwise, nor shall Lessee have the party in possession right to sublet the Premises, transfer any interest of Lessee's therein, or permit any use of the Premises to be bound to Lessor by direct privity of contractanother party, Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of LessorLessor to such assignment, subletting, or transfer of use, which consent may shall not be unreasonably withheld or delayed. In additionIf Lessee is a partnership, Tenant may nota withdrawal or change, voluntarily voluntary, involuntary, or by operation of law, assignof any partner (s) owning fifty percent (50%) or more of the partnership, mortgageof the dissolution of the partnership, pledge or otherwise transfer this Lease without the prior written consent of Lessorshall be deemed as a voluntary assignment. If Tenant is not a natural Lessee consists of more than one person, then any transfer of this Lease by mergera purported assignment, consolidation or liquidation shall constitute an assignment of this Leasevoluntary, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenantinvoluntary, or in by operation of law, from one person to the election other or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent from a majority of persons to the aggregate others, shall be deemed a voluntary assignment. If Lessee is a corporation, any dissolution, merger, consolidation, or other reorganization of Lessee, or the sale or other transfer of a controlling percentage of the capital stock of Lessee, or sale of at least fifty-one percent (51%) of the value of the assets of Lessee, shall be deemed a voluntary assignment. The phrase "controlling percentage" means the ownership of, and the right to vote, stock possessing at least fifty- one percent (51%) of the total combined voting power of all ownership interests classes of Lessee's capital stock issued, outstanding, and entitled to vote for the election of directors. This Paragraph shall not apply to corporations the stock of which is traded through an exchange or over the counter. In the event of any subletting or transfer which is consented to, or not consented to, by Lessor, a subtenant or transferee agrees to pay monies or other consideration, whether by increased rent or otherwise, in excess of or in addition to those provided for herein, then all of such excess or additional monies or other consideration (after first deducting Lessee's reasonable costs associated with said subletting or transfer) shall be paid solely to Lessor, and this shall be one of the Tenantconditions to obtaining Lessor's consent. Lessee immediately and irrevocably assigns to Lessor, shall constitute assignment of as security for Lessee's obligations under this Lease, and, as such, shall require the prior written consent all rent from any subletting of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has all or a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as part of the date of signing Premises as permitted by this Lease, and Lessor, as assignee and as attorney-in-fact for Lessee, or the date of the proposed assignmenta receiver for Lessee appointed on Lessor's application, whichever is greater; (ii) the proposed assignee is creditworthy considering the may collect such rent and apply it toward Lessee's obligations to be assumed under this Lease; (iii) except that, until the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use occurrence of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix an act of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this LeaseLessee, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor Lessee shall have the following options: a. To right to collect such rent. A consent to the proposed assignment with one assignment, subletting, occupation, or without the imposition of one or more conditions; or b. To refuse use by another party shall not be deemed to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s be a consent to any subsequent assignment, subletting, occupation, or use by another party. Any assignment or subletting without such consent shall be void and shall, at the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination option of the Base Rent payable under such Lessor, terminate this Lease. Lessor's waiver or consent to any assignment plus or subletting hereunder shall not relieve Lessee from any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable obligation under this Lease for unless the Premisesconsent shall so provide. If Lessee requests Lessor to consent to a proposed assignment or subletting, Tenant Lessee shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenseswhether or not consent is ultimately given, including Lessor's reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, ' fees incurred in connection conjunction with each such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Leaserequest.

Assignment and Subletting. Since Lessor wishes 9.01 Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, nor suffer, nor permit the party in possession of the Demised Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any part of the Premises thereof to be used or occupied by others, without the prior written consent of LessorLandlord in each instance. If this lease be assigned, which or if the Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent may by Landlord to an assignment or underletting shall not in any way be unreasonably withheld construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or delayedunderletting. In additionno event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent of Lessor. in each instance. 9.02 If Tenant is not a natural person, then shall at any transfer time or times during the term of this Lease lease desire to assign this lease or sublet all or part of the Demised Premises, Tenant shall give notice thereof to Landlord, which notice shall be accompanied by merger(a) a conformed or photostatic copy of the proposed assignment or sublease, consolidation the effective or liquidation commencement date of which shall constitute an assignment be not less than 60 nor more than 180 days after the giving of this Leasesuch notice, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not (b) a natural person, any change statement setting forth in reasonable detail the identity of the persons proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at its option, (i) having sublease such space (hereinafter referred to as the power “Leaseback Space”) from Tenant upon the terms and conditions hereinafter set forth (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) terminate this lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises), or (iii) terminate this lease with respect to participate the Leaseback Space (if the proposed transaction is a sublease of part of the Demised Premises). Said options may be exercised by Landlord by notice to Tenant at any time within 60 days after such notice has been given by Tenant to Landlord; and during such 60 day period Tenant shall not assign this lease nor sublet such space to any person. 9.03 If Landlord exercises its option to terminate this lease in the management case where Tenant desires either to assign this lease or sublet all or substantially all of Tenantthe Demised Premises, then, this lease shall end and expire on the date that such assignment or sublet was to be effective or commence, as the case may be, and the fixed rent and additional rent shall be paid and apportioned to such date. 9.04 If Landlord exercises its option to terminate this lease in part in any case where Tenant desires to sublet part of the election Demised Premises, then, (a) this lease shall end and expire with respect to such part of the Demised Premises on the date that the proposed sublease was to commence; (b) from and after such date the fixed rent and additional rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises; and (c) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in physically separating such part of the Demised Premises from the balance of the Demised Premises and in complying with any laws and requirements of any public authorities relating to such separation. 9.05 If Landlord exercises its option to sublet the Leaseback Space, such sublease to Landlord or appointment its designee (as subtenant) shall be at the lower of directors, managers, trustees or other persons exercising like functions in (i) the management rental rate per rentable square foot of Tenant, fixed rent and additional rent then payable pursuant to this lease or (ii) who beneficially own the ownership interests rentals set forth in the Tenant which represent a majority proposed sublease, and shall be for the same term as that of the aggregate voting power of all ownership interests of the Tenantproposed subletting, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any and such proposed assignment shall not be withheld unreasonably, ifsublease shall: (ia) The proposed assignee has a net worth at least equal be expressly subject to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the covenants, agreements, terms, provisions and conditions specified in (i) through (vi) aboveof this lease except such as are irrelevant or inapplicable, Lessor shall have the following options: a. To consent and except as otherwise expressly set forth to the contrary in this Section; (b) be upon the same terms and conditions as those contained in the proposed assignment with sublease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section; (c) give the sublessee the unqualified and unrestricted right, without Tenant’s permission, to assign such sublease or any interest therein and/or to sublet the imposition Leaseback Space or any part or parts of one or more conditions; or b. To refuse the Leaseback Space and to consent if reasonable grounds exist thereformake any and all changes, provided that alterations, and improvements in the space covered by such sublease and if the conditions specified proposed sublease will result in all or substantially all of the Demised Premises being sublet, grant Landlord or its designee the option to extend the term of such sublease for the balance of the term of this lease less one (i1) through day; (vid) above are not satisfiedprovide that any assignee or further subtenant, Lessor’s consent of Landlord or its designee, may, at the election of Landlord, be permitted to make alterations, decorations and installations in the proposed assignment may be withheld Leaseback Space or granted any part thereof and shall also provide in its sole substance that any such alterations, decorations and absolute discretion. If Lessor consents to installations in the proposed assignment and, if the Base Rent due and payable Leaseback Space therein made by any assignee under any such permitted assignment (or combination subtenant of the Base Rent payable under such assignment plus any bonus Landlord or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transferdesignee may be removed, in whole or in part, by such assignee or subtenant, at its rights option, prior to or upon the expiration or other termination of such sublease provided that such assignee or subtenant, at its expense, shall repair any damage and injury to that portion of the Leaseback Space caused by such removal; and (e) also provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord, in Landlord’s uncontrolled discretion, shall deem suitable or appropriate, (iii) Tenant at Tenant’s expense, shall and will at all times provide and permit reasonably appropriate means of ingress to and egress from the Leaseback Space so sublet by Tenant to Landlord or its designee, (iv) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to physically separate the Leaseback Space from the balance of the Demised Premises and to comply with any laws and requirements of public authorities relating to such separation, and (v) that at the expiration of the term of such sublease, Tenant will accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve the premises demised by such sublease in good order and condition. (a) If Landlord exercises its option to sublet the Leaseback Space, Landlord shall indemnify and save Tenant harmless from all obligations under this Lease lease as to the Leaseback Space during the period of time it is so sublet to Landlord; (b) Performance by Landlord, or its designee, under sublease of the Leaseback Space shall be deemed performance by Tenant of any similar obligation under this lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this lease, nor shall Tenant be liable for any default under this lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the Tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease; and (c) Tenant shall have no obligation, at the expiration or earlier termination of the term of this lease, to remove any alteration, installation or improvement made in the Project. Leaseback Space by Landlord. 9.07 In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee Landlord does not exercise an option provided to it pursuant to Section 9.02 and providing that Tenant is not in default of Lessorany of Tenant’s obligations under this Leaselease after notice and the expiration of any applicable grace period, Lessor Landlord’s consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed, provided and upon condition that: (a) Tenant shall have complied with the provisions of Section 9.02 and Landlord shall not have exercised any of its options under said Section 9.02 within the time permitted therefor; (b) In Landlord’s reasonable judgment the proposed assignee or subtenant is engaged in a business and the Demised Premises, or the relevant part thereof, will be used in a manner which (i) is in keeping with the then standards of the Building, (ii) is limited to the use expressly permitted under this lease, and (iii) will not violate any negative covenant as to use contained in any other lease of space in the Building; (c) The proposed assignee or subtenant is a reputable person of good character and with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with reasonable proof thereof; (d) Neither (i) the proposed assignee or sublessee nor (ii) any person which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or sublessee or any person who controls the proposed assignee or sublessee, is then an occupant of any part of the Building; (e) The proposed assignee or sublessee is not a person with whom Landlord has negotiated or is negotiating to lease space in the Building; (f) The form of the proposed lease shall be in form reasonable satisfactory to Landlord and shall comply with the applicable provisions of this Article; (g) There shall not be more than one (1) subtenant (including Landlord or its designee) of the Demised Premises; (h) The amount of the aggregate rent to be paid by the proposed subtenant is not less than the then current market rent per rentable square foot for the Demised Premises as though the Demised Premises were vacant, and the rental and other terms and conditions of the sublease are the same as those contained in the proposed sublease furnished to Landlord pursuant to Section 9.02; (i) Tenant shall not have (i) advertised or publicized in any way the availability of the Demised Premises without prior notice to and approval by Landlord, nor shall any advertisement state the name (as distinguished from the address) of the Building or the proposed rental, (ii) listed the Demised Premises for subletting or assignment, with a broker, agent or representative other than the then managing agent of the Building or other agent designated by Landlord, or otherwise at a rental rate less than the greater of (1) the fixed rent and additional rent then payable hereunder for such space, or (2) the fixed rent and additional rent at which Landlord is then offering to lease other space in the Building. (j) The sublease shall not allow the use of the Demised Premises or any part thereof for (i) the preparation and/or sale of food for on or off premises consumption or (ii) for use by a foreign or domestic governmental agency. Except for any subletting by Tenant to Landlord or its designee pursuant to the provisions of this Article, each subletting pursuant to this Article shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this lease. Notwithstanding any such subletting to Landlord or any such subletting to any other subtenant and/or acceptance of rent or additional rent by Landlord from any subtenant, Tenant shall and will remain fully liable for the payment of the fixed rent and additional rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this lease on the part of Tenant to be performed and all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this lease, and any such violation shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any such subletting, no liability following other and further subletting of the date Premises by Tenant or any person claiming through or under Tenant (except as provided in Section 9.05) shall or will be made except upon compliance with and subject to the provisions of such this Article. If Landlord shall decline to give its consent to any proposed assignment or sublease, or if Landlord shall exercise any of its options under Section 9.02, Tenant shall indemnify, defend and hold harmless Landlord against and from any and all loss, liability, damages, costs and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed assignee or sublessee or by any brokers or other persons claiming a commission or similar or similar compensation in connection with the proposed assignment or sublease; and (k) Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with any proposed assignment or sublease, including, without limitation, the costs of making investigations as to perform its covenants the acceptability of the proposed assignee or subtenant, and legal costs incurred in connection with the granting of any requested consent. (l) It shall be an affirmative obligation of Tenant to comply with the provisions of this Section 9.07 and Tenant’s Failure to do so shall be a default under the terms of this Lease. (m) Sections 9.07(d), (e) and (i) shall be affirmative obligations of Tenant, and Tenant agrees that it will obtain Landlord’s consent prior to advertising, publicizing or listing the Demised Premises for a sublet or assignment Tenant also agrees that it will not contact or discuss a sublet or assignment with any person in connection with Sections 9.07(d) or (e) hereinabove. 9.08 In the event that (a) Landlord fails to exercise any of its options under Section 9.02 and consents to a proposed assignment or sublease, and (b) Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within 90 days after the giving of such consent, then, Tenant shall again comply with all of the provisions and conditions of Section 9.02 before assigning this lease or subletting all or part of the Demised Premises. 9.09 With respect to each and every sublease or subletting authorized by Landlord under the provisions of this lease, it is further agreed: (a) no subletting shall be for a term ending later than one day prior to the expiration date of this lease; (b) no sublease shall be valid, and no subtenant shall take possession of the Demised Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord; and (c) each sublease shall provide that it is subject and subordinate to this lease and to the matters to which this lease is or shall be subordinate, and that in the event of termination, re-entry or dispossess by Landlord under this lease Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under such sublease, (ii) be subject to any offset, not expressly provided in such sublease, which the

Assignment and Subletting. Since Lessor wishes (a) Except for an entity over which ▇▇▇ ▇▇▇▇▇▇ controls at least a 51% interest, the party Lessee shall not assign, mortgage or encumber this Lease, in possession of the Premises to be bound to Lessor by direct privity of contractwhole or in part, Tenant may not sublease or license the whole sublet all or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease demised premises without the prior written consent of Lessor. The consent by Lessor of any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. The prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. If Tenant is not this Lease be assigned or if the demised premises or any part thereof be occupied by anybody other than Lessee, Lessor may collect rent from the assignee or occupant and apply the net amount collected to the rent herein reserved; but no such assignment, subletting, occupancy or collection shall be deemed a natural personwaiver of this provision or the acceptance of the assignee, then any transfer under subtenant, or occupant as Lessee, or, except as otherwise provided in this Lease, as a release of Lessee from the further performance by Lessee of the terms, covenants, conditions and/or provisions of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations on Lessee's part to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to performed hereunder. Notwithstanding any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all Lessee shall remain fully liable and shall not be released from Lessee's obligations under this Lease. If Lessee is a corporation and if any transfer, sale, pledge or other disposition of its common stock shall occur, or power to vote the majority of the outstanding capital stock be changed, such excess rent change shall be deemed a material default hereunder, and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right at its option to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under terminate this Lease and upon five (5) days notice to Lessee. In such event, however, Lessee shall remain liable to Lessor hereunder, as in the Projectcase of any other default. (b) Any proposed assignment or sub-lease shall be subject to the delivery by Tenant to Landlord of the following documents: 1. In the event Lessor that the assignee or sub-lessee shall sellbe a corporation, assign a copy of the corporation's certificate of incorporation and the filing receipt of the Secretary of State of the state in which said corporation was incorporated, showing proof of incorporation of said corporation; and, if said corporation was not incorporated under the laws of the State of New York, a certified copy of the Certificate of Authority issued by the Secretary of State by the State of New York, authorizing said corporation to conduct business in the State of New York; 2. In the event that the assignee or otherwise transfer sub-lessee shall be a partnership or a limited partnership, a copy of its articles of partnership or limited partnership and all amendments thereof or modifications thereto; 3. A certified copy of every Assumed Name Certificate of the Premises assignee or sub-lessee required to be filed with the Secretary of State of the State of New York or the ProjectCounty Clerk of the County of Suffolk, upon assumption as the case may be, pursuant to Section 130 of the General Business Law of the State of New York; 4. An affidavit signed by Lessor’s transferee an officer of Lessor’s obligations under this Leasethe assignee or sub-lessee, Lessor if the assignee or sub-lessee shall be a corporation; or by a general partner of the assignee or sub-lessee, if the assignee or sub-lessee shall be a partnership or limited partnership, certifying the names, residence addresses, residence phone numbers and social security numbers of each principal of the assignee or sub-lessee and the positions held by each of them in the assignee or sub-lessee (including the percentage of interest held by each partner in the partnership or limited partnership, and the offices, directorships and the number of shares of stock held in any corporate assignee or sub-lessee) ; 5. A written instrument signed and acknowledged before a notary public by the tenant and the assignee or sub-lessee, as appropriate, by which the faithful performance of all of the terms, covenants, conditions and provisions of the Lease have no liability following been assumed by the date of such assignment assignee or sub-lessee, with corporate seal affixed to perform its covenants under this Lease.said instrument;

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract, Tenant may shall not sublease assign or license the whole hypothecate this Lease or sublet all or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of LessorLandlord. If Tenant wishes to assign or sublet the Premises, it shall give notice in writing (by certified mail or by personal delivery) of such intention to Landlord and, thereupon, Landlord shall, within thirty (30) days of receipt of such notice, have the right to unilaterally terminate this Lease or to approve said subletting by written notice to Tenant. If no notice is not a natural persongiven by Landlord, Landlord will be deemed to have elected to approve the assignment or subletting. If the assignment or subletting is approved and rents under the sublease are greater than the rents provided for herein, then any transfer Landlord shall have the further option either (a) to convert the sublease into a prime Lease and receive all of the rents, in which case Tenant will be relieved of further liability hereunder and under the proposed sublease, or (b) to require Tenant to remain liable under this Lease by mergerLease, consolidation in which event Tenant shall be entitled to retain such excess rents. If the assignment or liquidation subletting is approved and rents under the sublease are less than the rents provided for herein, Tenant shall constitute an assignment remain liable under all the covenants and conditions of this Lease. Landlord may withhold its consent to any proposed assignee or subtenant which in Landlord's judgment (a) would conflict with the tenancy, and, as such, shall require use or business of any other tenant or the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity tenant mix of the persons Center, (ib) having the power has a net worth and/or credit history inferior to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management that of Tenant, or (iic) who beneficially own the ownership interests is currently a tenant or negotiating for space in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this LeaseCenter.

Assignment and Subletting. Since Lessor wishes In addition to any restrictions on subleasing and/or assigning set forth in the party in possession of the Premises to be bound to Lessor Master Lease and incorporated into this Sublease by direct privity of contractreference, Tenant may Subtenant expressly covenants and agrees that it shall not sublease or license the whole or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer encumber this Lease without Sublease nor sublet the Premises or any part thereof, nor suffer or permit the Premises or any part thereof to be used or occupied by others, except with the prior written consent of LessorLandlord, to the extent required under the Master Lease, and of Sublandlord, which consent Sublandlord agrees not to unreasonably withhold, delay or condition provided Landlord has consented (if required under the Master Lease). If Tenant is not this Sublease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Subtenant, Sublandlord may, after default by Subtenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent reserved in this Sublease, but no such assignment, subletting, occupancy, or collection by Sublandlord shall be deemed a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity waiver of the persons (i) having covenant set forth above or the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority acceptance of the aggregate voting power assignee, subtenant or occupant as subtenant or a release of all ownership interests Subtenant from the further performance by Subtenant of covenants and agreements on the Tenant, shall constitute assignment part of Subtenant contained in this Lease, and, as such, shall require the prior written consent of LessorSublease. The prior written consent of Lessor Sublandlord covenants and agrees to respond to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at from Subtenant pursuant to this paragraph 14 within the same period of time of as the actual assignment. If Tenant desires Landlord has to assign this Leaserespond to such a request from Sublandlord, it shall so notify Lessor in writing at least thirty (30) days prior to as tenant under the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Master Lease.

Assignment and Subletting. Since Lessor wishes (a) Neither Client nor Client’s representatives, successors and assigns nor any subtenant or assignee will assign, transfer, mortgage or otherwise encumber this Lease or sublet or rent (or permit the party in possession of occupancy or use of) the Premises to be bound to Lessor by direct privity of contractPremises, Tenant may not sublease or license the whole or any part thereof, without obtaining the prior written consent of Landlord, which consent will not be unreasonably withheld as provided in subsection (b) below, nor shall any assignment or transfer of this Lease or the Premises right of occupancy hereunder be effectuated by operation of law or otherwise without the prior written consent of LessorLandlord. At the time Client requests Landlord’s consent, which it shall provide all documents relating to the assignment or sublease. At the time Client requests Landlord’s consent, it shall provide all documents relating to the assignment or sublease, together with a fee of $1,000.00 for the cost incurred by Landlord for its initial review. (b) Subject to the provisions of Section 11(c) hereof, Landlord shall not unreasonably withhold its consent may not be unreasonably withheld hereunder to any assignment or delayed. In additionsublease by Client, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change provided that (x) in the identity event of a sublease Client shall satisfy each of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the following conditions prior written consent of Lessor. The prior written consent of Lessor to any such proposed sublease becoming effective; and (y) in the event of an assignment, Client shall satisfy the conditions of subsections (i), (ii), (iii), (iv), (v) and (vi) prior to any such assignment shall not be withheld unreasonably, ifbecoming effective: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, andClient must first notify Landlord, in additionwriting, the of any proposed assignee’s use will not conflict with Lessor’s current assignment or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Leasesublease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of such proposed assignment or sublease. The notice to Landlord must include a copy of the assignment. Tenant shall provide Lessor with: assignment or sublease and a copy of the proposed assignmentassignee’s or subtenant’s financial statement for its most recent fiscal year, financial information, bank references prepared in accordance with generally accepted accounting principles and financial statements certified by a public accountant or an executive officer of the proposed assignee; assignee or subtenant. (ii) The assignee or subtenant must have a copy credit history satisfactory to Landlord (in Landlord’s reasonable judgment). (iii) Landlord shall not have been involved in litigation with the proposed assignee or subtenant. (iv) The assignee or subtenant may not propose to change the use of the agreements referenced premises to a purpose other than as stated in Section 9 hereof, may not conduct its business in a manner which, in Landlord’s reasonable judgment, is not appropriate for comparable office buildings in the metropolitan Washington, D.C. area, and may not impose a greater burden than Client on the Building’s facilities, parking areas, common areas, or utilities. (v) above; andThe assignee or subtenant may not be a Client, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt subtenant, or other occupant of all required information concerning the proposed assignee, and the satisfaction of all any part of the conditions specified Building, unless Landlord is unable to offer such occupant comparable space elsewhere in (i) through the Building. (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified The Client may not be in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations default under this Lease, Lessor or have committed two events of default hereunder during the previous twelve (12) months, whether cured or not. (vii) The sublease shall have no liability contain the following the date of such assignment to perform its covenants under this Lease.clause:

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract, Tenant may shall not sublease assign or license the whole encumber its interest under this Lease or sublet all or any part portion of the Premises without the prior written first obtaining Landlord's consent of Lessor, which consent may not be unreasonably withheld or delayedin writing. In addition, Tenant may not, voluntarily or This provision shall apply to all transfers by operation of law, assignand to all mergers and changes in control of Tenant, mortgage, pledge or otherwise transfer this Lease without all of which shall be deemed assignments for the prior written consent of Lessor. If Tenant is not a natural person, then any transfer purposes of this Lease Section. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by merger, consolidation or liquidation shall constitute an assignment of this Lease, andand no consent to one assignment or subletting shall be a consent to any further assignment or subletting. If ▇▇▇▇▇▇ proposes a subletting or assignment for which ▇▇▇▇▇▇▇▇'s consent is required, as suchLandlord shall have the option of terminating this Lease and dealing directly with the proposed subtenant or assignee, shall require or any third party. Notwithstanding the prior written foregoing, Landlord may at its sole discretion withhold consent of Lessor. In addition, if Tenant is not a natural person, any change in to the identity subletting or assignment of the persons Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (i6) having the power to participate in the management of Tenantmonths, or in where any sublease will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of Building's listed rate. If Landlord does not terminate this Lease, and, as such, Landlord shall require the prior written not unreasonably withhold its consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall or subletting provided the effective rental paid by the subtenant or assignee is not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as less than the current scheduled rental rate of the date of signing this LeaseBuilding for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, any cash net profit, or the date net value of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default consideration received by Tenant as a result of such transaction shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires paid to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignmentLandlord promptly following its receipt by Tenant. Tenant shall provide Lessor with: pay any costs incurred by Landlord in connection with a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed for assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expensessubletting, including reasonable attorneys’ attorney fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any part of the Premises Not without the prior written consent of LessorLandlord, which consent may shall not be unreasonably withheld or delayed. In addition, Tenant may notto assign this Lease, to make any sublease, or to permit occupancy of the Premises or any part thereof by anyone other than Tenant, voluntarily or by operation of law, assignto reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting; no assignment or subletting shall affect the continuing primary liability of Tenant (which, mortgagefollowing assignment, pledge or otherwise transfer this Lease without shall be joint and several with the prior written assignee); no consent to any of Lessorthe foregoing in a specific instance shall operate as waiver in any subsequent instance. If Tenant is not a natural person, then any transfer of requests Landlord's consent to assign this Lease or sublet more than 50% of the Premises, Landlord shall have the option, exercisable by mergerwritten notice to Tenant given within 30 days after receipt of such request, consolidation or liquidation shall constitute an assignment to terminate this Lease as to the portion of this Lease, andthe Premises for which such request was made, as such, of a date specified in such notice which shall require the prior written consent of Lessor. In addition, if Tenant is be not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenantless than 45, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of more than 60 days after the date of signing this Lease, or the date of the proposed assignment, whichever is greatersuch notice; (ii) the proposed assignee is creditworthy considering the obligations and any rental received by Tenant from sub-tenant must be remitted to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted Landlord. Anything contained in the Premises; (iv) foregoing provisions of this section to the use contrary notwithstanding, neither Tenant nor any other person having interest in the possession, use, occupancy or utilization of the Premises will comply with Section 7shall enter into any lease, andsublease, license, concession or other agreement for use, occupancy or utilization of space in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid which provides for by the Tenant to enable rental or other payment for such sublease use, occupancy or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transferutilization based, in whole or in part, its rights and obligations under this Lease and in on the Project. In the event Lessor shall sell, assign net income or otherwise transfer profits derived by any person from the Premises leased, used, occupied or the Projectutilized (other than an amount based on a fixed percentage or percentages of receipts or sales), upon assumption by Lessor’s transferee of Lessor’s obligations under this Leaseand any such purported lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.sublease, license, concession or other

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contractLessee shall not assign, Tenant may not sublease transfer, hypothecate or license the whole encumber this Lease, or any part of the Premises interest therein, without the prior written consent of Lessor first had and obtained, and a consent to any assignment, transfer, hypothecation, encumbrance, subletting, occupation or use by any other by lessor, person shall not be deemed to be a consent to any subsequent assignment, transfer, hypothecation, encumbrance, subletting, occupation or use by another person. Any such assignment or subletting without such consent shall be void and shall, at the option of the Lessor, which consent may not be unreasonably withheld or delayedterminate this Lease. In addition, Tenant may This Lease shall not, voluntarily or nor shall any interest therein, be assignable as to the interest of Lessee by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of the Lessor. If Tenant Lessor agrees not to unreasonably withhold its consent to any proposed assignment or sublease, provided that such assignment or sublease is not to a natural personfinancially responsible party and provided further that such assignee or sublessee agrees to assume the obligations of the Lessee under this Lease, then any transfer in a form reasonably satisfactory to Lessor, and provided further that no such assignment or sublease shall be construed as releasing Lessee from its obligations hereunder for the full performance of this Lease Lease. ▇▇▇▇▇▇ has been informed and agrees that no assignment, transfer or sublease of the premise will be consented to by merger, consolidation the Lessor wherein the leased space is to or liquidation shall constitute an will become utilized by anyone for any purpose which would be similar to or conflict with any other tenant's use of the property at the time of assignment or subletting or which the Lessor has agreed to exclude by contract with other tenants. It is further agreed and understood that the Lessor has the option of canceling the balance of the term of this Lease, and, as such, shall require thereby relieving the prior written consent Lessee of Lessor. In addition, if Tenant is not liability thereon rather than consenting to an assignment to a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant party which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not would otherwise be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant acceptable to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.

Assignment and Subletting. Since Lessor wishes the party 10.1 Except for a Sale/Merger Transaction, as defined in possession of the Premises to Section 10.7, where no consent shall be bound to Lessor by direct privity of contractrequired, Tenant may shall not sublease have the right to assign or license pledge this Lease or to sublet the whole or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, whether voluntarily or by operation of law, assignor permit the use or occupancy of the Premises by anyone other than Tenant, mortgageand shall not make, pledge suffer or otherwise transfer this Lease permit such assignment, subleasing or occupancy without the prior written consent of Lessor. If Tenant is not a natural personLandlord, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written which consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonablyunreasonably withheld, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as said restrictions shall be binding upon any and all assignees of the date of signing this Lease, or the date Lease and subtenants of the proposed assignment, whichever is greater; (ii) Premises. In the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If event Tenant desires to sublet, or permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, it Tenant shall so notify Lessor in writing give written notice thereof to Landlord at least thirty sixty (3060) days but no more than one hundred twenty (120) days prior to the proposed commencement, date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of financial reports and other relevant financial reports and other relevant financial information of the proposed subtenant or assignee. 10.2 Notwithstanding any assignment or subletting; permitted or otherwise and unless Landlord shall agree in writing to the contrary, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent specified in this Lease and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an Event of Default, if the Premises or any part of them are then assigned or sublet, Landlord, in addition to any other remedies provided in this Lease or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such sublease and apply such rent against any sums due to Landlord from Tenant under this Lease, and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. 10.3 In addition to ▇▇▇▇▇▇▇▇’s right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective except that no right of recapture shall be available to Landlord in the event of a Sale/Merger Transaction, as defined in Section 10.7. The option shall be exercised, if at all, by Landlord giving Tenant written notice given by Landlord to Tenant within thirty (30) days following ▇▇▇▇▇▇▇▇’s receipt of Tenant’s written notice as required above. If this Lease shall be terminated with respect to the entire Premises pursuant to this Section, the Term of this Lease shall end on the date stated in Tenant’s notice as the effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced sublease or assignment as if that date had been originally fixed in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the expiration of the Term. If Landlord recaptures under this Section only a portion of the Premises, the rent to be paid from time to time during the unexpired Term shall ▇▇▇▇▇ proportionately based on the proportion by which the approximate square footage of the remaining portion of the Premises shall be less than that of the Premises as of the date immediately prior to such recapture. Tenant shall, at ▇▇▇▇▇▇’s own cost and expense, discharge in full any outstanding commission obligation on the part of Landlord with respect to this Lease, and any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises are recaptured pursuant to this Section 103 and rented by Landlord to the proposed tenant or any other tenant. 10.4 In the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost Landlord as additional rent an amount equal to one hundred (100%) percent of any alterations to Increased Rent (as defined below) when and as such Increased Rent is received by Tenant. As used in this Section, “Increased Rent” shall mean the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, excess of (i) all of such excess rent and other excess consideration within ten which Tenant is entitled to receive by reason of any sale, sublease, assignment or other transfer of this Lease, over (10ii) days following receipt thereof the rent otherwise payable by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations Tenant under this Lease and at such time. For purposes of the foregoing, any consideration received by Tenant in the Project. In the event Lessor form other than cash shall sell, assign or otherwise transfer the Premises or the Project, upon assumption be valued at its fair market value as determined by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this LeaseLandlord in good faith.

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contractExcept as provided herein, Tenant may shall not sublease have the right to sublet, assign or license the whole otherwise transfer or encumber this Lease, or any part of the Premises interest therein, without the prior written consent of LessorLandlord. Any attempted assignment, which consent may not subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this paragraph shall be unreasonably withheld or delayedvoid. In additionAny provision of this Lease to the contrary notwithstanding, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer assign this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in sublease the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights without the express written consent of Landlord, to: (i) any corporation into which or with which Tenant has merged or consolidated; (ii) any parent, subsidiary, successor, or affiliated corporation of Tenant; (iii) any person or entity that acquires all or substantially all of the assets of Tenant; or (iv) any partnership, corporation or other entity greater than twenty-five percent (25%) of which shall be owned by or under common ownership with Tenant. The sale or conveyance of the capital stock of or other equity interest in Tenant shall not constitute an assignment of this Lease. Any assignee, sublessee or transferee of Tenant's interest in this Lease (all such assignees, sublessees and transferees being hereinafter referred to as "Transferees"), by assuming Tenant's obligations hereunder, shall assume liability to Landlord for all amounts to be paid under the terms of this Lease and for all amounts to paid by Tenant to persons other than Landlord which, if not paid, could result in a default of the ProjectLease. In the event Lessor No assignment, subletting or other transfer, whether or not consented to by Landlord or permitted hereunder, shall sell, assign or otherwise transfer relieve Tenant of its liability under this Lease. If an Event of Default occurs while the Premises or any part thereof are assigned or sublet. then Landlord, in addition to any other remedies herein provided Landlord _____ 5. Tenant _____ or provided by law, may collect directly from such Transferee all rents payable to the Project, upon assumption Tenant and apply such rent against any sums due Landlord hereunder. No such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligation thereunder. If Landlord consents to any subletting or assignment by Lessor’s transferee Tenant as hereinabove provided and any category of Lessor’s obligations rent subsequently received by Tenant under any such sublease is in excess of the same category of rent payable under this Lease, Lessor shall have no liability following or any additional consideration is paid to Tenant by the date assignee under any such assignment, then Landlord may, at its option, declare one-half (1/2) of such excess rents under any sublease or such additional consideration for any assignment to perform its covenants under this Leasebe due and payable by Tenant to Landlord as additional rent hereunder.

Assignment and Subletting. Since Lessor wishes 15.01 Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the party in possession of the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole demised premises or any part of the Premises thereof to be used or occupied by others, without the prior written consent of LessorLandlord in each instance. The merger or consolidation of a corporate lessee or sublessee where the net worth of the resulting or surviving corporation is less than the net worth of the lessee or sublessee immediately prior to such merger or consolidation shall be deemed an assignment of this Lease or of such sublease. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. If any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within thirty (30) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered, unless such brokerage services were rendered on behalf of Landlord, at Landlord's request. 15.02 If Tenant desires to assign this Lease or to sublet all or any portion of the demised premises, it shall first submit in writing to Landlord the documents described in Section 15.03 hereof, and shall offer in writing, (i) with respect to a prospective assignment, to assign this Lease to Landlord without any payment of monies or other consideration therefor, or, (ii) with respect to a prospective subletting, to sublet to Landlord the portion of the demised premises involved ("Leaseback Area") for the term specified by Tenant in its proposed sublease or, at Landlord's option, for the balance of the term of the Lease less one (1) day, and at the lower of (a) Tenant's proposed subrental or (b) at the same rate of fixed rent and additional rent, and otherwise on the same terms, covenants and conditions (including provisions relating to escalation rents), as are contained herein and as are allocable and applicable to the portion of the demised premises to be covered by such subletting. The offer shall specify the date when the Leaseback Area will be made available to Landlord, which consent may not date shall be unreasonably withheld in no event earlier than ninety (90) days nor later than one hundred eighty (180) days following the acceptance of the offer. If an offer of sublease is made, and if the proposed sublease will result in all or delayedsubstantially all of the demised premises being sublet, then Landlord shall have the option to extend the term of its proposed sublease for the balance of the term of this Lease less one (1) day. In additionLandlord shall have a period of thirty (30) days from the receipt of such offer to either accept or reject the same. If Landlord shall accept such offer, Tenant shall then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease, as the case may notbe, voluntarily in either case in a form reasonably satisfactory to Landlord's counsel. If a sublease is so made it shall expressly: (a) permit Landlord to make further subleases of all or any part of the Leaseback Area and (at no cost or expense to Tenant) to make and authorize any and all changes, alterations, installations and improvements in such space as necessary; (b) provide that Tenant will at all times permit reasonably appropriate means of ingress to and egress from the Leaseback Area; (c) negate any intention that the estate created under such sublease be merged with any other estate held by either of the parties; (d) provide that Landlord shall accept the Leaseback Area "as is" except that Landlord, at Landlord's expense, shall perform all such work and make all such alterations as may be required physically to separate the Leaseback Area from the remainder of the demised premises and to permit lawful occupancy, it being intended that Tenant shall have no other cost or expense in connection with the subletting of the Leaseback Area; (e) provide that at the expiration of the term of such sublease Tenant will accept the Leaseback Area in its then existing condition, subject to the obligations of Landlord to make such repairs thereto as may be necessary to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted. Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Leaseback Area during the period of time it is so sublet, except for fixed annual rent and additional rent, if any, due under the within Lease, which are in excess of the rents and additional sums due under such sublease. Subject to the foregoing, performance by Landlord, or its designee, under a sublease of the Leaseback Area shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease, nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease. 15.03 If Tenant requests Landlord's consent to a specific assignment or subletting, it shall submit in writing to Landlord (i) the name and address of the proposed assignee or sublessee, (ii) a duly executed counterpart of the proposed agreement of assignment or sublease, (iii) reasonably satisfactory information as to the nature and character of the business of the proposed assignee or sublessee, and as to the nature of its proposed use of the space, and (iv) banking, financial or other credit information relating to the proposed assignee or sublessee reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or sublessee. 15.04 If Landlord shall not have accepted Tenant's offer, as provided in Section 15.02, then Landlord will not unreasonably withhold or delay its consent to Tenant's request for consent to such specific assignment or subletting. Any such consent of Landlord shall be subject to the terms of this Article and conditioned upon there being no default by Tenant, beyond any grace period, under any of the terms, covenants and conditions of this Lease at the time that Landlord's consent to any such subletting or assignment is requested and on the date of the commencement of the term of any such proposed sublease or the effective date of any such proposed assignment. 15.05 Upon receiving Landlord's written consent (and unless theretofore delivered to Landlord) a duly executed copy of the sublease or assignment shall be delivered to Landlord within ten (10) days after execution thereof. Any such sublease shall provide that the sublessee shall comply with all applicable terms and conditions of this Lease to be performed by the Tenant hereunder. Any such assignment of lease shall contain an assumption by the assignee of all of the terms, covenants and conditions of this Lease to be performed by the Tenant. 15.06 Anything herein contained to the contrary notwithstanding: (a) Tenant shall not advertise (but may list with brokers) its space for assignment or subletting at a rental rate lower than the greater of the then building rental rate for such space or the rental rate then being paid by Tenant to Landlord. (b) Provided the primary purpose of the transaction is to transfer this Lease, the transfer of a majority of the issued and outstanding capital stock of, or a controlling interest in, any corporate tenant or subtenant of this Lease or a majority of the total interest in any partnership tenant or subtenant, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, shall be deemed an assignment of this Lease or of such sublease. The transfer of outstanding capital stock of any corporate tenant, for purposes of this Article, shall not include sale of such stock by persons other than those deemed "insiders" within the meaning of the Securities Exchange Act of 1934 as amended, and which sale is effected through the "over-the-counter market" or through any recognized stock exchange. (c) Prior to any listing by or on behalf of Tenant of the demised premises with brokers for assignment or subletting, Tenant shall notify the Landlord in writing and shall offer in writing to list the demised premises for subleasing or assignment, as the case may be, with a licensed real estate broker designated by Landlord and shall list the demised premises with such broker on (at Tenant's option) either an exclusive or nonexclusive basis. (d) No assignment or subletting shall be made: (i) To any person or entity which shall at that time be a tenant, subtenant or other occupant of any part of the building of which the demised premises form a part, or who dealt with Landlord or Landlord's agent (directly or through a broker) with respect to space in the building during the six (6) months immediately preceding Tenant's request for Landlord's consent, or to any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, such a proposed assignee or sublessee; (ii) By the legal representatives of the Tenant or by any person to whom Tenant's interest under this Lease passes by operation of law, assign, mortgage, pledge except in compliance with the provisions of this Article; (iii) To any person or otherwise transfer this Lease without entity for the prior written consent conduct of Lessor. If Tenant a business which is not in keeping with the standards and the general character of the building of which the demised premises form a natural personpart; (iv) Which results in there being more than two (2) occupants of the entire Premises, then including Tenant; (v) To any transfer party entitled, directly or indirectly, to diplomatic or sovereign immunity. 15.07 Anything hereinabove contained to the contrary notwithstanding, the offer-back to Landlord provisions of this Lease by mergerSection 15.02 hereof shall not apply to, consolidation and Landlord will not unreasonably withhold or liquidation shall constitute delay its consent to, an assignment of this Lease, and, as such, shall require the prior written consent or sublease of Lessor. In addition, if Tenant is not a natural person, any change in the identity all or part of the persons (i) having demised premises, to the power parent of Tenant or to participate in a wholly-owned subsidiary of Tenant or of said parent, provided the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority net worth of the aggregate voting power transferor or sublessor, after such transaction, is equal to or greater than its net worth immediately prior to such transaction; and provided, also, that any such transaction complies with the other provisions of all ownership interests this Article. 15.08 Anything hereinabove contained to the contrary notwithstanding, the offer-back to Landlord provisions of the TenantSection 15.02 hereof shall not apply to, shall constitute and Landlord will not unreasonably withhold or delay its consent to, an assignment of this Lease, andor sublease of all or part of the demised premises, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to to: any such proposed assignment shall not be withheld unreasonably, if: corporation (i) The proposed assignee has a net worth at least equal to which substantially all the assets of Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, are transferred or the date of the proposed assignment, whichever is greater; (ii) into which Tenant may be merged or consolidated, provided that the proposed assignee net worth, experience and reputation of such transferee or of the resulting or surviving corporation, as the case may be, is creditworthy considering equal to or greater than the net worth, experience and reputation of Tenant immediately prior to such transfer; and provided, also, that any such transaction complies with the other provisions of this Article. 15.09 No consent from Landlord shall be necessary under Sections 15.07 and 15.08 hereof where (i) reasonably satisfactory proof is delivered to Landlord that the net worth and other provisions of 15.07 and 15.08, as the case may be, and the other provisions of this Article, have been satisfied and (ii) Tenant, in a writing reasonably satisfactory to Landlord's attorneys, agrees to remain primarily liable, jointly and severally, with any transferee or assignee, for the obligations to be assumed of Tenant under this Lease; . 15.10 If Tenant effects any assignment or subletting, then Tenant thereafter shall pay to Landlord a sum equal to (iiia) fifty percent (50%) of any rent or other consideration paid to Tenant by any subtenant which (after deducting the proposed assignee has experience reasonable costs of Tenant, if any, in effecting the subletting, including reasonable alteration costs, commissions and expertise legal fees) is in operating a business similar to that being conducted in the Premises; (iv) the use excess of the Premises will comply with Section 7, and, in addition, rent allocable to the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or subleased space which is then being paid by Tenant to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations Landlord pursuant to the Leaseterms hereof; and (vib) no default fifty percent (50%) of any other profit or gain (after deducting any necessary reasonable expenses incurred) realized by Tenant from any such subletting or assignment. All sums payable hereunder by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires payable to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information Landlord as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess additional rent and other excess consideration within ten (10) days following upon receipt thereof by Tenant. 15.11 In no event shall Tenant be entitled to make, nor shall Tenant make, any claim, and Tenant hereby waives any claim, for money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed its consent or approval to a proposed assignment or subletting as provided for in this Article. Lessor Tenant's sole remedy shall have the right be an action or proceeding to sellenforce any such provision, assign or otherwise transferfor specific performance, in whole injunction or declaratory judgment. The provisions of this Section 15.11 shall not be applicable if Landlord withholds, conditions or delays its consent or approval to a proposed assignment or subletting arbitrarily or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Leasebad faith.

Assignment and Subletting. Since Lessor wishes 11.1 Tenant shall not have the party in possession of the Premises right to be bound assign or pledge this Lease or to Lessor by direct privity of contract, Tenant may not sublease or license sublet the whole or any part of the Premises without the prior written consent of LessorPremises, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, whether voluntarily or by operation of law, assignor permit the use or occupancy of the Premises by anyone other than Tenant, mortgage, pledge or otherwise transfer this Lease without the prior written consent of LessorLandlord, which consent shall not be unreasonably withheld, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. In the event Tenant desires to sublet the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In no event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the Premises if the rent is determined in whole or in part based upon the income or profits derived by the sublessee (other than a rent based on a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. Tenant shall pay to Landlord, on demand, a reasonable service charge for the processing of the application for the consent and for the preparation of the consent. Such service charge shall be collectible by Landlord only where consent is granted by Landlord. 11.2 If Tenant is not an entity other than a natural person, then any transfer the ownership interests of this Lease by merger, consolidation or liquidation shall constitute an assignment which at the time of execution of this Lease, andare held by fewer than fifty (50) persons, as such, shall require and if at any time during the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the Term persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management entities who own at least one-third (1/3) of Tenant, or (ii) who beneficially own the its ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for execution of this Lease or following Landlord’s consent to a transfer of such ownership interests, cease to own such ownership interests (other than as a result of transfer by bequest or inheritance), such transfer shall, at the time option of Landlord, be deemed a default by Tenant under this Lease. 11.3 In addition to, but not in limitation of, Landlord’s right to approve of any subtenant or assignee, Landlord shall have the actual option, in its sole discretion, in the event of any proposed subletting or assignment. If Tenant desires , to assign terminate this Lease, it or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall so notify Lessor in writing be exercised, if at least thirty all, by Landlord giving Tenant written notice thereof within sixty (3060) days prior following Landlord’s receipt of Tenant’s written notice and accompanying information as required above. If this Lease shall be terminated with respect to the proposed entire Premises pursuant to this Paragraph, the Term shall end on the date stated in Tenant’s notice as the effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced sublease or assignment as if that date had been originally fixed in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the expiration of the Term. If Landlord recaptures under this Paragraph only a portion of the Premises, the rent during the unexpired Term shall ▇▇▇▇▇ proportionately. Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding commission which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises are recaptured pursuant hereto and rented by Landlord to the proposed tenant or any other tenant. In the event of the recapture of a portion of the Premises by Landlord pursuant to the terms of this Paragraph, Tenant shall pay all costs associated with the separation of the recaptured premises from the portion not recaptured, including, but without limitation, the cost of all demising partitions, changes in lighting and HVAC Systems and all reasonable architectural and/or engineering fees. 11.4 In the event that Tenant sublets, assigns or otherwise transfers its interest in this Lease and at any time receives Excess Rent, Tenant shall pay to LessorLandlord one hundred percent (100%) of the Excess Rent as received by Tenant. Tenant shall furnish Landlord with a sworn statement, after certified by an officer of Tenant has recouped all or an independent certified public accountant, setting forth in detail the computation of Excess Rent, and Landlord, or its reasonable out-of-pocket expensesrepresentatives, including reasonable attorneys’ feesshall have access to the books, broker’s commissions records and papers of Tenant in relation thereto, and the cost right to make copies thereof. If a part of any alterations to the Premises paid consideration for by the Tenant to enable such sublease or assignmentassignment shall be payable other than in cash, the payment to Landlord shall be payable in such form as is reasonably satisfactory to Landlord. For purposes of this Paragraph, the term “Excess Rent” shall mean the excess, if any, of (i) all amounts received or to be received in the form of cash, cash equivalents, and non-cash consideration by Tenant from any assignee or sublessee over (ii) the sum of the rent payable to Landlord hereunder (or, in the case of a sublease of a portion of the Premises, the portion of the Rent which is allocable on a per square foot basis to the space sublet), plus the amount of any reasonable brokers’ commissions and costs of tenant improvements incurred by Tenant in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor which shall have the right to sell, assign or otherwise transferbe, in whole or in partthe case of a sublease, its rights and obligations under this Lease and in amortized over the Project. In term of the event Lessor shall sell, assign or otherwise transfer sublease for the Premises or purpose of calculating the Project, upon assumption by Lessor’s transferee amounts of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment periodic payments due to perform its covenants under this LeaseLandlord hereunder.

Assignment and Subletting. Since Lessor wishes 10.01. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the party in possession of the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole demised premises or any part of the Premises thereof to be used or occupied by others, without the prior written consent of Lessor, which consent may not Landlord in each instance. The merger or consolidation of a corporate lessee or sublessee where the net worth of the resulting corporation is less than the net worth of the lessee or sub lessee immediately prior to such merger or consolidation shall be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute deemed an assignment of this Leaselease or of such sublease. If this Lease be assigned, andor if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as suchtenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall require not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant sublease shall be in existence at the time of the request for consent or at the time of the actual assignmentdeemed a sublease. 10.02. If Tenant desires to assign this LeaseLease or to sublet all or any portion of the demised premises, it shall so notify Lessor first submit in writing to Landlord the documents described in Section 10.03 hereof, and shall offer in writing, (i) with respect to a prospective assignment, to assign this Lease to Landlord without any payment of moneys or other consideration therefor, or, (ii) with respect to a prospective subletting, to sublet to Landlord the portion of the demised premises involved ("Leaseback Area") for the term specified by Tenant in its offer and at least thirty the lower of (30a) Tenant's proposed subrental or (b) at the same rate of fixed rent and additional rent; and otherwise on the same terms, covenants and conditions (including provisions relating to escalation rents), as are contained herein and as are allocable and applicable to the portion of the demised premises to be covered by such subletting. The offer shall specify the date when the Leaseback Area will be made available to Landlord, which date shall be in no event earlier than ninety (90) days prior nor later than one hundred eighty (180) days following the acceptance of the offer. If an offer of sublease is made, it shall in addition specify the duration of the term of the proposed sublease as fixed by Tenant, except that if the proposed sublease will result in all or substantially all of the demised premises being sublet, then Landlord shall have the option to extend the term of the proposed sublease for the balance of the term of this Lease less one (1) day. Landlord shall have a period of ninety (90) days from the receipt of such offer to either accept or reject the same. Landlord or its agents or designees shall have the right, during such time, at reasonable times during business hours, to enter the demised premises to exhibit same to prospective subtenants. If Landlord shall accept such offer, Tenant shall then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease, as the case may be, in either case in a form reasonably satisfactory to Landlord's counsel. If a sublease is so made to Landlord or its designee, it shall expressly: (a) permit Landlord to make further subleases of all or any part of the Leaseback Area and (at no cost or expense to Tenant) to make and authorize any and all changes, alterations, installations and improvements in such space as Landlord may deem necessary for such subletting, at Landlord's expense; (b) provide that Tenant will at all times permit reasonably appropriate means of ingress to and egress from the Leaseback Area; (c) negate any intention that the estate created under such sublease be merged with any other estate held by either of the parties; and (d) provide that Landlord shall accept the Leaseback Area "as is" except that Landlord, at Tenant's expense, shall perform all such work and make all such alterations as may be required physically to separate the Leaseback Area from the remainder of the demised premises and to permit lawful occupancy, it being intended that Tenant shall have no other cost or expense in connection with the subletting of the Leaseback Area; (e) provide that at the expiration of the term of such sublease Tenant will accept the Leaseback Area in its then existing condition, subject to the obligations of Landlord to make such repairs thereto as may be necessary to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted. Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Leaseback Area during the period of time it is so sublet, except for fixed annual rent and additional rents, if any, due under the within Lease, which are in excess of the rent and additional rents due under such sublease. Subject to the foregoing, performance by Landlord, or its designee, under a sublease of the Leaseback Area shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease, nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by of arises from any act or omission of any occupant holding under or pursuant to any such sublease. 10.03. If Tenant requests Landlord's consent to a specific assignment or subletting, it shall submit in writing to Landlord (i) the name and address of the proposed assignee or sublessee, (ii) a duly executed counterpart of the proposed agreement of assignment or sublease, (iii) reasonably satisfactory information as to the nature and character of the business of the proposed assignee or sublessee, and as to the nature of its proposed use of the space, and (iv) banking, financial or other credit information relating to the proposed assignee or sublessee reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or sublessee. 10.04. If Landlord shall not have accepted Tenant's offer, as provided in Section 10.02, then Landlord will not unreasonably withhold or delay its consent to Tenant's request for consent to such specific assignment or subletting (where Tenant will not move the conduct of its business to another building in New York City in violation of Article 34 hereof). Any consent of Landlord under this Article shall be subject to the terms of this Article and conditional upon there being no default by Tenant, beyond any grace period, under any of the terms, covenants and conditions of this Lease at the time that Landlord's consent to any subletting or assignment is requested and on the date of the commencement of the term of any proposed sublease or the effective date of the any proposed assignment 10.05. Tenant understands and agrees that whether Landlord's written consent thereto is required or not required, no assignment or subletting shall provide Lessor with: be effective unless Tenant causes to be delivered to Landlord a duly executed copy of the proposed assignment, financial information, bank references sublease or assignment (unless it was theretofore delivered to Landlord). Any such sublease shall provide that the sublessee shall comply with all applicable terms and financial statements conditions of this lease to be performed by the proposed assignee; a copy Tenant hereunder. Any such assignment of lease shall contain an assumption by the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction assignee of all of the terms, covenants and conditions specified in (i) through (vi) above, Lessor shall have of this Lease to be performed by the following options:Tenant. a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion10.06. If Lessor consents to the proposed Landlord shall not have accepted any required Tenant's offer and/or Tenant effects any assignment andor subletting, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant thereafter shall pay to LessorLandlord a sum equal to (a) any rent or other consideration paid to Tenant by any subtenant which (after deducting the costs of Tenant, after Tenant has recouped all of its reasonable out-of-pocket expensesif any, in effecting the subletting, including reasonable attorneys’ feesalteration costs, broker’s commissions and legal fees) is in excess of the cost of any alterations rent allocable to the Premises subleased space which is then being paid for by the Tenant to enable Landlord pursuant to the terms hereof; and (b) any other profit or gain (after deducting any necessary expenses incurred) realized by Tenant from any such sublease subletting or assignment, incurred in connection with such permitted assignment or sublease, all of such excess All sums payable hereunder by Tenant shall be payable to Landlord as additional rent and other excess consideration within ten (10) days following upon receipt thereof by Tenant. 10.07. Lessor Anything herein contained to the contrary notwithstanding: (a) Tenant shall have not advertise (but may list with brokers) its space for assignment or subletting at a rental rate lower than the right greater of the then Building rental rate for such space or the rental rate then being paid by Tenant to sellLandlord. (b) The transfer of a majority of the issued and outstanding capital stock of, assign or otherwise transferof a controlling interest in, any corporate tenant or subtenant of this Lease or a majority of the total interest in whole any partnership tenant or subtenant, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, shall be deemed an assignment of this Lease or of such sublease. The transfer of outstanding capital stock of any corporate tenant, for purposes of this Article, shall not include sale of such stock by persons other than those deemed "insiders" within the meaning of the Securities Exchange Act of 1934 as amended, and which sale is effected through "over- the-counter market" or through any recognized stock exchange. (c) No assignment or subletting shall be made: (i) To any person or entity which shall at that time be a tenant, subtenant or other occupant of any part of the Building of which the demised premises form a part, its rights and obligations or who dealt with Landlord or Landlord's agent (directly or through a broker) with respect to space in the building during the six (6) months immediately preceding Tenant's request for Landlord's consent; (ii) By the legal representatives of the Tenant or by any person to whom Tenant's interest under this Lease passes by operation of law, except in compliance with the provisions of this Article; (iii) To any person or entity for the conduct of a business which is not in keeping with the standards and in the Projectgeneral character of the Building of which the demised premises form a part. 10.08. In Anything hereinabove contained to the event Lessor contrary notwithstanding, the offer-back to Landlord provisions of Section 10.02 hereof shall sellnot apply to, assign and Landlord will not unreasonably withhold or otherwise transfer the Premises or the Projectdelay its consent to, upon assumption by Lessor’s transferee an assignment of Lessor’s obligations under this Lease, Lessor or sublease of all or part of the demised premises, to: the parent of Tenant or to a wholly-owned subsidiary of Tenant or of said parent of Tenant, provided the net worth of the transferor or sublessor, after such transaction, is equal to or greater than its net worth immediately prior to such transaction, and provided also that any such transaction complies with the other provisions of this Article. 10.09. Anything hereinabove contained to the contrary notwithstanding, the offer-back to Landlord provisions of Section 10.02 hereof shall have no liability following not apply to, and Landlord will not unreasonably withhold or delay its consent to, an assignment of this Lease, or sublease of all or part of the date demised premises, to: any corporation (i) to which substantially all the assets of Tenant are transferred or (ii) into which Tenant may be merged or consolidated, provided that the net worth, experience and reputation of such assignment transferee or of the resulting or surviving corporation, as the case may be, is equal to perform its covenants or greater than the net worth experience and reputation of Tenant and of any guarantor of this Lease immediately prior to such transfer and provided, also, that any such transaction complies with the other provisions of this Article. 10.10. No consent from Landlord shall be necessary under Sections 10.08 and 10.09 hereof where (i) reasonably satisfactory proof is delivered to Landlord that the net worth and other provisions of 10.08 and 10.09, as the case may be, and the other provisions of this Article, have been satisfied and (ii) Tenant, in a writing reasonably satisfactory to Landlord's attorneys, agrees to remain primarily liable jointly and severally with any transferee or assignee, for the obligations of Tenant under this Lease. 10.11. In no event shall Tenant be entitled to make, nor shall Tenant make, any claim, and Tenant hereby waives any claim, for money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed its consent or approval to a proposed assignment or subletting as provided for in this Article. Tenant's sole remedy shall be an action or proceeding to enforce any such provision, or for specific performance, injunction or declaratory judgment.

Assignment and Subletting. Since Lessor wishes the party in possession 48.1 Except as otherwise expressly set forth herein, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage, or encumber this Lease or any of its rights or estates hereunder, sublet the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any part of thereof, or permit the Premises Premises, or any part thereof, to be used or occupied by others, pursuant to a management agreement, license agreement or otherwise, without the prior written consent of LessorLandlord in each instance. If this Lease be assigned, which or if the Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant, or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, subletting, occupancy, or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, subtenant, or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Landlord’s consent may not to an assignment or subletting shall not, in any wise, be unreasonably withheld construed to relieve Tenant from obtaining Landlord’s express written consent to any further assignment or delayedsubletting. In additionno event shall any permitted sublessee assign or encumber its sublease, Tenant may notfurther sublet all or any portion of its sublet space, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease suffer to permit the sublet space, or any part thereof to be used or occupied by others, without the Landlord’s prior written consent in each instance based on the approval standards set forth herein, except under circumstances described in Section 48.17, as applicable to such subtenant) and the foregoing prohibitions and restrictions shall be expressly set forth in each sublease entered into by Tenant. A modification, amendment or extension of Lessora sublease shall be deemed to be a subletting, except to the extent expressly provided for in a sublease previously approved by Landlord. If Landlord agrees that if any subtenant of Tenant violates the prohibition against further sublet or assignment and Landlord serves Tenant with a notice of default and opportunity to cure, the period within which Tenant may cure the default shall be extended for so long as Tenant is not a natural personactually, then and with due diligence, enforcing its rights against the subtenant based upon subtenant’s default. 48.2 Except as otherwise provided in Section 48.17 hereof, if Tenant shall, at any transfer time or times during the term of this Lease, desire to assign this Lease by mergeror sublet all or part of the Premises, consolidation Tenant shall give notice thereof to Landlord, which notice shall be accompanied by: (a) a term sheet setting forth in reasonable detail the terms of the proposed assignment or liquidation sublease, the effective or commencement date of which shall constitute be not less than fifteen (15) nor more than forty-five (45) days after the giving of such notice; (b) a statement setting forth, in reasonable detail, the identity of the proposed assignee or subtenant and its principals, the nature of its business and its proposed use of the Premises; and (c) current financial information with respect to the proposed assignee or subtenant. 48.3 (a) Upon receipt of the documentation set forth in Section 48.2 above with respect to an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor Landlord shall have the right to sellelect, assign or otherwise transferby notifying Tenant within twenty-five (25) days of such delivery, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under to terminate this Lease, Lessor shall have no liability following the date as of such assignment to perform its covenants under effective date as if it were the Expiration Date set forth in this Lease.

Assignment and Subletting. Since Lessor wishes 9.01 Subject to the party in possession further provisions of this Article 9, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, nor suffer, nor permit the Demised Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any part of the Premises thereof to be used or occupied by others, without the prior written consent of LessorLandlord in each instance. If this lease be assigned, which or if the Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent may by Landlord to an assignment or underletting shall not in any wise be unreasonably withheld construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or delayedunderletting. In additionno event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent of Lessor. in each instance which will be granted or deemed on the same basis as a similar request by Tenant. 9.02 If Tenant is not a natural person, then shall at any transfer time or times during the term of this Lease lease desire to assign this lease or sublet all or part of the Demised Premises, Tenant shall give notice thereof to Landlord, which notice shall be accompanied by merger(a) a term sheet signed by an officer or principal of Tenant containing all material terms and conditions in connection with the proposed assignment or sublease, consolidation the effective or liquidation commencement date of which shall constitute an assignment be not less than thirty (30) nor more than 180 days after the giving of this Leasesuch notice, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not (b) a natural person, any change statement setting forth in reasonable detail the identity of the persons proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option (hereinafter referred to as "Landlord's Option"), (i) having sublease such space (hereinafter referred to as the power to participate in "Leaseback Space") from Tenant upon the management terms and conditions hereinafter set forth (if the proposed transaction is a sublease of Tenantall or part of the Demised Premises), (ii) terminate this lease (if the proposed transaction is an assignment or in a sublease of all or substantially all of the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of TenantDemised Premises), or (iiiii) who beneficially own terminate this lease with respect to the ownership interests Leaseback Space (if the proposed transaction is a sublease of part of the Demised Premises for a term expiring within the last year of the term of this lease). Landlord's Option may be exercised by Landlord by notice to Tenant at any time within twenty (20) days after such notice has been given by Tenant to Landlord; and during such twenty (20) day period Tenant shall not assign this lease nor sublet such space to any person. 9.03 If Landlord exercises Landlord's Option to terminate this lease in the case where Tenant which represent a majority desires either to assign this lease or sublet all or substantially all of the aggregate voting power of all ownership interests Demised Premises, then, this lease shall end and expire on the date that such assignment or sublet was to be effective or commence, as the case may be, and the fixed rent and additional rent shall be paid and apportioned to such date. 9.04 If Landlord exercises Landlord's Option to terminate this lease in part in any case where Tenant desires to sublet part of the TenantDemised Premises, then, (a) this lease shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor end and expire with respect to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as part of the date of signing this Lease, or Demised Premises on the date that the proposed sublease was to commence; (b) from and after such date the fixed rent and additional rent shall be adjusted, based upon the proportion that the rentable area of the proposed assignment, whichever is greater; (ii) Demised Premises remaining bears to the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use total rentable area of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the LeaseDemised Premises; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.

Assignment and Subletting. Since Lessor wishes the party 8.01. Neither Tenant nor its legal representatives or successors in possession interest shall, by operation of the Premises to be bound to Lessor by direct privity of contractlaw or otherwise, Tenant may not sublease assign, mortgage, pledge, encumber or license the whole otherwise transfer this Lease or any part hereof, or the interest of Tenant under this Lease, or in any sublease or the rent thereunder. The Premises or any part thereof shall not be sublet, occupied or used for any purpose by anyone other than Tenant, without Tenant’s obtaining in each instance the prior written consent of LessorLandlord in the manner hereinafter provided. Tenant shall not modify, which consent may not be unreasonably withheld extend, or delayed. In addition, Tenant may not, voluntarily or amend a sublease previously consented to by operation of law, assign, mortgage, pledge or otherwise transfer this Lease Landlord without the obtaining Landlord’s prior written consent thereto. Provided that no Event of LessorDefault has occurred and is outstanding, Landlord agrees not to unreasonably withhold its consent to any request by Tenant to assign this Lease or to sublease all or part of the Premises, provided that Landlord may consider any reasonable factor in determining whether to grant its consent to any such request to assign or sublease. If Landlord and Tenant specifically agree, without limitation, that Landlord may reasonably refuse to consent to an assignment or subletting if the proposed assignee or subtenant is (i) not financially capable of satisfying its obligations under this Lease or its sublease, as the case may be, (ii) either a governmental authority or agency, an organization or person enjoying sovereign or diplomatic immunity, a medical or dental practice or other user which will attract a volume, frequency or type of visitor or employee to the Building which is not consistent with the standards of a natural personhigh quality office building or which will impose an excessive demand on or use of the facilities or services of the Building, then any transfer or (iii) not in keeping with the tenant mix of the Building or not of the type of tenant which Landlord would reasonably consider as a tenant in the Building. 8.02. An assignment of this Lease by mergershall be deemed to have occurred (a) if in a single transaction or in a series of transactions more than 50% in interest in Tenant, consolidation or liquidation shall constitute an assignment any guarantor of this Lease, andor any subtenant (whether stock, as suchpartnership, interest or otherwise) is transferred, diluted, reduced, or otherwise affected with the result that the present holder or owners of Tenant, such guarantor, or such subtenant have less than a 50% interest in Tenant, such guarantor or such subtenant, or (b) if Tenant’s obligations under this Lease are taken over or assumed in consideration of Tenant leasing space in another office building. The transfer of the outstanding capital stock of any corporate Tenant, guarantor or subtenant through the “over-the-counter” market or any recognized national securities exchange (other than by persons owning 5% or more of the voting calculation of such 50% interest of clause 8.02(a) above) shall require not be included in the calculation of such 50% interest in clause(a) above. 8.03. Notwithstanding anything to the contrary in Section 8.01, Tenant shall have the right, upon ten (10) days’ prior written consent notice to Landlord, to (a) sublet all or part of Lessor. In additionthe Premises to any related corporation or other entity which controls Tenant, if is controlled by Tenant or is under common control with Tenant; or (b) assign this Lease to a successor corporation or other entity into which or with which Tenant is not a natural person, any change in the identity merged or consolidated or which acquired substantially all of the persons Tenant’s assets and property; provided that (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees such successor corporation or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority entity assumes substantially all of the aggregate voting power obligations and liabilities of all ownership interests of the TenantTenant and shall have assets, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a capitalization and net worth at least equal to the assets, capitalization and net worth of Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this LeaseLease as determined by generally accepted accounting principles, or the date of the proposed assignment, whichever is greater; and (ii) Tenant shall provide in its notice to Landlord the proposed assignee is creditworthy considering information required in Section 8.04. For the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use purpose hereof “control” shall mean ownership of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance less than 50% of all obligations pursuant to the Lease; voting stock or legal and (vi) no default by Tenant shall be equitable interest in existence at the time of the request for consent such corporation or at the time of the actual assignmententity. 8.04. If Tenant desires should desire to assign this LeaseLease or sublet the Premises (or any part thereof), it Tenant shall so notify Lessor in writing at least give Landlord written notice no later than thirty (30) days prior to in advance of the proposed effective date of any other proposed assignment or sublease, specifying (a) the assignment. Tenant shall provide Lessor with: a copy name, current address, and business of the proposed assignmentassignee or sublessee, financial information(b) the amount and location of the space within the Premises proposed to be so subleased, bank references (c) the proposed effective date and duration of the assignment or subletting, (d) the proposed rent or consideration to be paid to Tenant by such assignee or sublessee, and (e) financial statements of and other information as Landlord may reasonably request to evaluate the proposed assignee; a copy of the agreements referenced in (v) above; andassignment or sublease. For assignments and sublettings other than those permitted by Section 8.03, such further information as Lessor might request concerning the proposed assignee. Within Landlord shall have ten (10) days after Lessor’s Business Days following receipt of all required such notice and other information concerning requested by Landlord within which to notify Tenant in writing that Landlord elects: (i) to terminate this Lease as to the space so affected as of the proposed assigneeeffective date set forth in Tenant’s notice, in which event Tenant shall be relieved of all further obligations hereunder as to such space, except for obligations under Articles 17 and 22 and all other provisions of this Lease which expressly survive the satisfaction of termination hereof, however Landlord shall only have the right to exercise such termination right if an assignment or sublease is for substantially all of the conditions specified in remaining Term; or (iii) through (vi) abovepermit Tenant to assign or sublet such space; provided, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist thereforhowever, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment andthat, if the Base Rent due rent rate agreed upon between Tenant and payable by any assignee under any such permitted assignment (or combination its proposed subtenant is greater than the rent rate that Tenant must pay Landlord hereunder for that portion of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, or if any consideration shall be promised to or received by Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted proposed assignment or subleasesublease (in addition to rent), all then fifty percent (50%) of such excess rent and other excess consideration within ten shall be considered Additional Rent owed by Tenant to Landlord (10less brokerage commissions, attorneys’ fees, reconfiguration costs, and other disbursements reasonably incurred by Tenant for such assignment and subletting); or (iii) days following receipt thereof to refuse to consent to Tenant’s assignment or subleasing of such space and to continue this Lease in full force and effect; provided, so long as no Event of Default has occurred and is outstanding, Landlord agrees not to unreasonably withhold its consent to a proposed assignment or subletting taking into consideration the factors described in Section 8.01 above. Tenant agrees to reimburse Landlord for legal fees and any other reasonable costs incurred by Landlord in connection with any permitted assignment or subletting, not to exceed an amount of $1,000.00 per assignment or subletting. Tenant shall deliver to Landlord copies of all documents executed in connection with any permitted assignment or subletting, which documents shall be in form and substance reasonably satisfactory to Landlord and which shall require any assignee to assume performance of all terms of this Lease to be performed by Tenant or any subtenant to comply with all the terms of this Lease to be performed by Tenant. Lessor No acceptance by Landlord of any Rent or any other sum of money from any assignee, sublessee or other category of transferee shall be deemed to constitute Landlord’s consent to any assignment, sublease, or transfer. 8.05. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Article 8 shall be void and shall constitute a material breach of this Lease. In no event, shall any assignment, subletting or transfer, whether or not with Landlord’s consent, relieve Tenant of its primary liability under this Lease for the entire Term, and Tenant shall in no way be released from the full and complete performance of all the terms hereof. If Landlord takes possession of the Premises before the expiration of the Term of this Lease, Landlord shall have the right right, at its option, to sellterminate all subleases, assign or otherwise transferto take over any sublease of the Premises or any portion thereof and such subtenant shall attorn to Landlord, in whole or in partas its landlord, its rights under all the terms and obligations under of such sublease occurring from and after such date, but excluding previous acts, omissions, negligence or defaults of Tenant and any repair or obligation in excess of available net insurance proceeds or condemnation award. 8.06. The term “Landlord,” as used in this Lease Lease, so far as covenants or obligations on the part of Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the Projectfee title to, or a lessee’s interest in a ground lease of, the Land or the Building. In the event Lessor of any transfer, assignment or other conveyance or transfers of any such title or interest, Landlord herein named, and in case of any subsequent transfers, the then grantor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following be automatically freed and relieved from and after the date of such transfer, assignment or conveyance of all liability as respects the performance of any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed and, without further agreement, the transferee of such title or interest shall be deemed to have assumed and agreed to observe and perform any and all obligations of Landlord hereunder, during its covenants ownership of the Project; provided, however, the Landlord which is the then transferor of such title or interest shall continue to be responsible to Tenant for all acts or omissions as Landlord under this Lease during the period of such entity’s ownership of the Project, subject to applicable statutes of limitations. Landlord may transfer its interest in the Project without the consent of Tenant and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part of any of the terms of this Lease.

Assignment and Subletting. Since Lessor wishes A. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor sublet, underlet, or suffer or permit the party in possession of the Demised Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any part of the Premises thereof to be used by others, without the prior written consent of LessorOwner in each instance, which except as otherwise expressly hereinafter provided. If this Lease be assigned, whether or not in violation of the provisions of this Lease, Owner may collect rent from the assignee. If the Demised Premises be sublet or be used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Owner may, after default by Tenant and expiration of Tenant’s time to cure such default, if any, collect rent from the undertenant or occupant. In either event, Owner may apply the net amount collected to the rents herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of any of the provisions of this Article 46, or the acceptance of the assignee, undertenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of Tenant’s obligations under this Lease. The consent may by Owner to an assignment, mortgaging, subletting, underletting or use or occupancy by others shall not in any way be considered to relieve Tenant from obtaining the express written consent of Owner to any other or further assignment, mortgaging, subletting, underletting or use or occupancy by others not expressly permitted by this Article 46. References in this Lease to use or occupancy by others, that is anyone other than Tenant, shall not be unreasonably withheld construed as limited to subtenants and those claiming under or delayed. In additionthrough subtenants, but as including also licensees and others claiming under or through Tenant, immediately or remotely. (1) Tenant may, upon prior notice to Owner, but without Owner’s prior written consent, assign this Lease for the use set forth in Article 2 hereof to a corporation or other business entity (herein sometimes called a “successor corporation”) into or with which Tenant shall be merged or consolidated, or to which substantially all of Tenant’s assets may notbe transferred, voluntarily or provided that the successor corporation shall (i) have effectively assumed substantially all of Tenant’s obligations and liabilities, including all obligations under this Lease, by operation of law, assign, mortgage, pledge law or otherwise transfer this Lease without the prior written consent appropriate instruments of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation transfer, (ii) be of a character and be engaged in a business which shall be in keeping with the standards in such respects of the tenancies then existing in the Building, (iii) have a net worth determined by generally accepted accounting principles, consistently applied, equal to or greater than Tenant’s net worth on the date hereof, and (iv) at the time of such assignment, deposit with Owner security or additional security, in the form of a letter of credit complying with the provisions of Article 53N hereof or cash, in an amount, if any, required so that Owner shall have on hand the full security deposit in the sum of Sixty-Nine Thousand, Four Hundred Seventy-Six and 00/100 ($69,476.00) Dollars mentioned in Article 34 or Article 53N hereof, as the case may be, in addition to any accumulated interest thereon then being held by Owner, and such full security deposit and interest, if any, shall be held by Owner subject to, and in accordance with, the terms and conditions set forth in Article 34 or Article 53N hereof (except that the terms and conditions relating to any reduction in the amount of such security deposit shall not apply to the successor corporation) for the then remainder of the Term of this Lease, but without any future reduction in the amount of such security deposit. In case of an assignment by merger or consolidation, a true copy of the instrument of merger or consolidation containing the successor corporation’s assumption of Tenant’s obligations and liabilities, effectively assuming Tenant’s obligations and liabilities under this Lease, shall be acceptable to Owner in lieu of the agreement mentioned in the first sentence of Article 46H hereof. (2) Tenant may, upon prior notice to Owner, but without Owner’s prior written consent, assign this Lease or sublet any portion of the Demised Premises for the use set forth in Article 2 hereof to a corporation or other business entity (herein called a “related corporation”) which shall control, be controlled by or be under common control with, Tenant provided (i) Tenant shall comply with the provisions of Article 46F hereof, and (ii) such assignee or subtenant shall continue to be a related corporation of Tenant and its character and manner of use of the Demised Premises shall comply with the standard in such respects of the other tenancies in the Building and the provisions of this Lease. Without Owner’s consent, any related corporation may use and occupy a portion of the Demised Premises for any of the purposes permitted by this Lease, subject to compliance with Tenant’s obligations under this Lease, provided Tenant shall notify Owner ten (10) days prior to the commencement of such use of (i) the name of the related corporation, (ii) the manner in which the related corporation is related to Tenant, and (iii) the period of time during which the related corporation will use the Demised Premises; however such use shall not be deemed to vest in any such related corporation any right or interest in this Lease or the Demised Premises. As used herein in defining a related corporation, control shall be deemed established by ownership of over fifty percent (50%) of the stock or other voting interest of the controlled corporation or other business entity, although the foregoing shall not be the exclusive means by which the subtenant may be established as a related corporation. (3) Notwithstanding anything to the contrary contained in this Lease, if Tenant is a partnership, the admission of new partners, the withdrawal, retirement, death, incompetency or bankruptcy of any partner, or the reallocation of partnership interests among the partners shall not constitute an assignment of this Lease, and, as such, shall require provided the prior written consent principal purpose of Lessorany of the foregoing is not to circumvent the restrictions on assignment set forth in the provisions of this Article 46. In addition, The reorganization of Tenant into a professional corporation if Tenant is a partnership, or the reorganization of Tenant from a professional corporation into a partnership, shall not constitute an assignment of this Lease, provided that immediately following such reorganization, the shareholders of Tenant shall be the same as the partners of Tenant existing immediately prior to such reorganization, or the partners of Tenant shall be the same as the shareholders of Tenant existing immediately prior to such reorganization, as the case may be. If Tenant shall become a natural personprofessional corporation, each individual shareholder in Tenant and each attorney-employee of a professional corporation which is a shareholder in Tenant shall have the same personal liability as such individual or attorney-employee would have under this Lease if Tenant were a partnership and such individual or attorney-employee were a partner in Tenant. If any change individual partner in Tenant is or becomes an attorney-employee of a professional corporation, such individual shall have the identity same personal liability under this Lease as such individual would have if he and not the professional corporation were a partner of Tenant. C. If Tenant shall desire to assign this Lease or to sublet all or any portion of the persons Demised Premises to anyone other than a related corporation or successor corporation, for the use set forth in Article 2 hereof, Tenant shall submit to Owner a written request (‘Tenant’s Notice”) for Owner’s consent to such assignment or subletting, which request shall contain or be accompanied by the following information: (i) having the power name and address of the proposed assignee or subtenant; (ii) if a proposed sublease, a description identifying the space to participate in be sublet and Tenant’s improvements included therein; (iii) the management basic terms and conditions, including the effective date, of the proposed assignment or subletting; (iv) the nature and character of the business of the proposed assignee or subtenant and of its proposed use of the Demised Premises; and (v) current financial information and any other information Owner may reasonably request with respect to the proposed assignee or subtenant. D. In the event that Tenant shall send Tenant’s Notice to Owner, Owner shall respond to such request within thirty (30) days of receipt of Tenant’s Notice, failing which Owner will be deemed to have consent to the requested assignment or sublease. If Owner shall not exercise any of its options pursuant to Article 47 hereof, Owner shall not unreasonably withhold, delay or condition its consent to the proposed assignment or subletting referred to in Tenant’s Notice given pursuant to Article 46 hereof provided that the election following further conditions shall be fulfilled: (1) The Demised Premises shall not have been listed or appointment otherwise publicly advertised for assignment or subletting, without Owner’s prior written consent, at a rental rate less than the higher of directors, managers, trustees or other persons exercising like functions in (i) the management rate of TenantFixed Rent and Escalation Rent then payable hereunder, or (ii) who beneficially own the ownership interests rate of Fixed Rent and Escalation Rent for which leases of comparable space in the Building are then being made. (2) Tenant which represent shall not then be in default hereunder beyond any applicable notice or cure period. (3) The proposed assignee or subtenant shall be of a majority character, be engaged in a business, and propose to use the Demised Premises in accordance with Article 2 hereof and in a manner in keeping with the standards in such respect of the aggregate voting power other tenancies in the Building and the proposed assignee or subtenant shall not then be (i) a tenant, occupant or prospective tenant of all ownership interests any space in the Building other than of space included in the Demised Premises (provided Owner then has comparable space for lease in the Building), or (ii) a prospective tenant with whom Owner shall then be negotiating for the leasing of space in the Building. (4) The proposed assignee shall have deposited with Owner security or additional security, in the form of a letter of credit complying with the provisions of Article 53N hereof or cash, in an amount, if any, required so that Owner shall have on hand the full security deposit in the sum of Sixty-Nine Thousand, Four Hundred Seventy-Six and 00/100 ($69,476.00) Dollars mentioned in Article 34 or Article 53N hereof, as the case may be, in addition to any accumulated interest thereon then being held by Owner, and such full security deposit and interest, if any, shall be held by Owner subject to, and in accordance with, the terms and conditions set forth in Article 34 or Article 53N hereof (except that the terms and conditions relating to any reduction in the amount of such security deposit shall not apply to such assignee) for the then remainder of the Tenant, shall constitute assignment Term of this Lease, andbut without any future reduction in the amount of such security deposit. (5) [Intentionally deleted.] E. Except for any subletting by Tenant to Owner or its designee pursuant to the provisions of Article 47, as such, every subletting hereunder shall require be subject to the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, iffollowing further conditions: (i1) The subletting shall be expressly subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Notwithstanding any such subletting to Owner or any such subletting to any other subtenant and/or acceptance of Fixed Rent, Escalation Rent or additional rent by Owner from any subtenant, Tenant shall and will remain fully liable for the payment of the Fixed Rent, Escalation Rent and additional rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this Lease shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any such subletting, no other and further subletting of the Demised Premises by Tenant or any person claiming through or under Tenant shall or will be made except upon compliance with and subject to the provisions of this Article 46. If Owner shall decline to give its consent to any proposed assignment or sublease, or if Owner shall exercise either of its options under Article 47 hereof, Tenant shall indemnify, defend and hold harmless Owner against and from any and all loss, liability, damages, costs, and expenses (including reasonable attorneys’ fees) resulting from any claims that may be made against Owner by the proposed assignee has or sublessee or by any brokers or other persons claiming a net worth commission or similar compensation in connection with the proposed assignment or sublease. (2) No subletting shall end later than one (1) day before the Fixed Expiration Date. (3) The subletting is subject to the express condition, and by accepting a sublease hereunder the subtenant shall be conclusively deemed to have agreed, that if this Lease should be terminated prior to the Fixed Expiration Date or if Owner should succeed to Tenant’s estate in the Demised Premises, then at least equal Owner’s election the subtenant shall attorn to and recognize Owner as the subtenant’s landlord under the sublease and the subtenant shall promptly execute and deliver any instrument Owner may reasonably request to evidence such attornment, except that Owner shall not be: (a) liable for any act or omission of Tenant under such sublease, or (b) subject to any defense or offsets which such subtenant may have against Tenant, or (c) bound by any previous payment which such subtenant may have made to Tenant and Tenant’s Guarantor(smore than thirty (30) (if any) as days in advance of the date upon which such payment was due, unless previously approved by Owner, or (d) bound by any obligation to make any payment to or on behalf of signing such subtenant, or (e) bound by any obligation to perform any work or to make improvements to the Demised Premises, or portion thereof demised by such sublease, or (f) bound by any amendment or modification of such sublease made without its consent, or (g) bound to return such subtenant’s security deposit, if any, until such deposit has come into its actual possession and such subtenant would be entitled to such security deposit pursuant to the terms of such sublease. (4) The sublease shall contain, conspicuously set forth therein, a notice to the subtenant, in compliance with the terms, conditions and provisions of Section 25­322 of Chapter 3 of Title 25 of the Administrative Code of the City of New York, that the subtenant must obtain a permit from the Landmarks Preservation Commission before commencing any exterior or interior work on the Building, as may be permitted pursuant to the terms and conditions of the sublease and this Lease, except for ordinary repair and maintenance as that term is defined in Subdivision r of Section 25­302 of said Chapter 3. F. Tenant shall furnish Owner with a counterpart (which may be a conformed or reproduced copy) of each sublease or assignment made hereunder within ten (10) days after the date of the proposed assignmentits execution, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will shall remain fully liable for the performance of all of Tenant’s obligations pursuant hereunder notwithstanding any subletting provided for herein, and without limiting the generality of the foregoing, shall remain fully responsible and liable to the Lease; Owner for all acts and (vi) no default by Tenant omissions of any subtenant or anyone claiming under or through any subtenant which shall be in existence at the time violation of any of the request for consent or at the time obligations of the actual assignment. If Tenant desires this Lease and any such violation shall be deemed to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignmentbe a violation by Tenant. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if pay Owner on demand any reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable actual out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions expense (in no event to exceed $2,000.00) which Owner may reasonably be required to incur in acting upon any request for consent to an assignment or a subletting pursuant to this Article 46. G. Notwithstanding any assignment and the cost of any alterations to the Premises paid for assumption by the assignee of the obligations of Tenant to enable such sublease hereunder, Tenant herein named, and each immediate or assignmentremote successor in interest of Tenant herein named, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.

Assignment and Subletting. Since Lessor wishes Except as provided below, Tenant shall not, without Landlord's written consent (which consent shall not unreasonably be withheld or delayed), assign or transfer the party in possession Lease (or any interest therein) or sublease the Premises or any portion thereof. Notwithstanding the foregoing, Tenant may, without Landlord's prior written consent, sublet all or any portions of the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license assign the whole Lease (or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (iinterest therein) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, ifto: (i) The proposed assignee has a net worth at least equal to Tenant and subsidiary, affiliate, division or corporation controlled by or under common control with Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations a successor corporation related to be assumed under this LeaseTenant by merger, consolidation, nonbankruptcy reorganization, or government action; or (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted purchaser of substantially all of Tenant's assets located in the Premises; (iv) . For the use purpose of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it no sale or transfer of Tenant's capital stock or redemption or issuance of additional stock of any class, including issuance of stock in connection with Tenant's "going public," shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date be deemed an assignment, subletting or any other transfer of the assignmentLease or the Premises. If Landlord's consent is required hereunder, Landlord (a) shall respond to Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within within ten (10) days after Lessor’s receipt of all required information concerning the proposed assigneewritten notice from Tenant requesting such consent ("Tenant's Notice"), otherwise such consent shall be deemed given; and the satisfaction of all of the conditions specified in (ib) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment right, exercisable by providing Tenant with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration written notice within ten (10) days following after receipt thereof by of Tenant. Lessor shall have 's Notice, to recapture that portion of the right Premises proposed to sell, assign or otherwise transferbe subleased and enter into a direct lease with the proposed Subtenant, in whole or in part, its rights and obligations which event Tenant shall be released from all liability under this Lease and in for the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, space so recaptured effective upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this LeaseTenant's vacation thereof.

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract18.1 Tenant shall not, Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of LessorLandlord (which shall be subject to Section 18.2), which consent may not be unreasonably withheld assign, mortgage, pledge, hypothecate, encumber, or delayed. In additionpermit any lien to attach to, Tenant may notor otherwise transfer, voluntarily this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, assignsublet the Premises or any part thereof, mortgage, pledge or enter into any license or concession agreements or otherwise transfer this Lease without permit the prior written consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation occupancy or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix any part thereof by any persons other than Tenant and its employees and contractors (all of the Building foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or with exclusive uses granted or sought to be granted made is hereinafter sometimes referred to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignmentas a “Transferee”). If Tenant desires Landlord’s consent to assign this Leaseany Transfer, it Tenant shall so notify Lessor Landlord in writing at least thirty writing, which notice (30the “Transfer Notice”) days prior to shall include (i) the proposed effective date of the assignment. Tenant Transfer, which shall provide Lessor with: not be less than twenty (20) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 18.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed assignmentTransfer, financial information, bank references and (iv) current financial statements of the proposed assignee; a copy Transferee certified by an officer, partner, manager, member or owner thereof, business credit and personal references and history of the agreements referenced in (v) above; andproposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, such further information as Lessor might request concerning character, and reputation of the proposed assigneeTransferee, nature of such Transferee’s business and proposed use of the Subject Space. Within ten Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (10including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord not to exceed Five Thousand Dollars ($5,000.00) in connection with any single Transfer, within thirty (30) days after Lessor’s receipt written request by Landlord. 18.2 Landlord shall not unreasonably withhold, condition or delay its consent to any proposed sublet of all required information concerning the Subject Space or assignment of this Lease on the terms specified in the Transfer Notice. 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 sublet or assignment where one or more of the following apply: 18.2.1 The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building or the Project; 18.2.2 The Transferee has the power of eminent domain or is a governmental agency or instrumentality thereof, or an agency or subdivision of a foreign government; 18.2.3 The 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; 18.2.4 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; 18.2.5 Either the proposed assigneeTransferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is a tenant in the Project or occupies space in the Project and in each case has negotiated with Landlord during the satisfaction ninety (90) calendar day period immediately preceding the date Landlord receives the Transfer Notice to lease space or additional space in the Project and Landlord has space available in the Project of all at least equal in size meeting the requirements of the conditions specified Transferee with respect to size and delivery date; 18.2.6 An Event of Default by Tenant has occurred and is uncured at the time Tenant delivers the Transfer Notice to Landlord; 18.2.7 The Transferee intends to use the space for purposes which are not permitted under this Lease; 18.2.8 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); 18.2.9 The proposed Transfer would result in (i) through (vi) abovemore than three subleases per each full floor of the Premises being in effect at any one time during the Term; 18.2.10 Any ground lessor or mortgagee whose consent to such Transfer is required fails to consent thereto; 18.2.11 In Landlord’s good faith judgment, Lessor shall have the following options: a. To consent use of the Premises by the proposed Transferee would not be comparable to the types of office and/or lab use or any other permitted uses by other tenants in the Project, would entail any alterations which would lessen the value of the tenant improvements in the Premises, would result in more than a reasonable density of occupants per square foot of the Premises, would materially and adversely increase the burden on elevators or other Building systems or equipment over the burden thereon prior to the proposed assignment Transfer, would require materially increased services by Landlord or would require any alterations to the Project by Landlord (or at Landlord’s cost) to comply with or without the imposition of one or more conditionsapplicable laws; or b. To refuse 18.2.12 In Landlord’s reasonable determination, the sub-rent, additional rent or other amounts received or accrued by Tenant from subleasing, assigning or otherwise Transferring all or any portion of the Premises is based on the income or profits of any person, or the assignment or sublease could cause any portion of the amounts received by Landlord pursuant to consent if reasonable grounds exist thereforthis Lease to fail to qualify as “rents from real property” within the meaning of section 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”), or any similar or successor provision thereto or which would cause any other income of Landlord to fail to qualify as income described in section 856(c)(2) of the Code. If Landlord consents to any Transfer pursuant to the terms of this Section 18.2 (and does not exercise any recapture rights Landlord may have under Section 18.4 of this Lease), Tenant may within six (6) months after Landlord’s consent, but not later than the expiration of said six-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 pursuant to Section 18.1 of this Lease, provided that if there are any changes in the terms and conditions from those specified in (i) through (vi) above are not satisfied, Lessor’s the Transfer Notice such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 18.2, Tenant shall again submit the Transfer to Landlord for its approval and other action under this Article 18 (including Landlord’s right of recapture, if any, under Section 18.4 of this Lease). Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has withheld or delayed its consent in violation of this Section 18.2 or otherwise has breached its obligations under this Article 18, their sole remedies shall be a suit for contract damages (other than damages for injury to, or interference with, Tenant’s business including, without limitation, loss of profits, however occurring) or declaratory judgment and an injunction for the relief sought, and Tenant hereby waives 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 assignment may be withheld or granted in its sole and absolute discretion. Transferee. 18.3 If Lessor Landlord consents to a Transfer, as a condition thereto which the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premisesparties hereby agree is reasonable, Tenant shall pay to LessorLandlord fifty percent (50%) of any “Transfer Premium”, as that term is defined in this Section 18.3, received by Tenant from such Transferee (other than any Permitted Transferee). “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in consideration for the Transfer in excess of the Base Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant has recouped all for (i) any design and construction costs incurred on account of its reasonable out-of-pocket expenseschanges, including reasonable attorneys’ fees, broker’s commissions alterations and the cost of any alterations improvements to the Premises paid for in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii) any brokerage commissions in connection with the Tenant to enable such sublease or assignmentTransfer, and (iv) legal fees and disbursements reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant in consideration for such permitted assignment Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or subleasefor assets, all fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of such excess the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent and or other excess consideration within ten (10) days following receipt thereof is received by Tenant. Lessor shall have Tenant under the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this LeaseTransfer.

Assignment and Subletting. Since Lessor wishes (a) Tenant shall not sell, assign, transfer, hypothecate, mortgage, encumber, grant concessions or licenses, sublet, or otherwise dispose of any interest in this Lease or the party in possession Premises, by operation of the Premises to be bound to Lessor by direct privity of contractlaw or otherwise, Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of LessorLandlord, which consent may shall not be unreasonably withheld withheld, delayed or delayedconditioned. In addition, Tenant may not, voluntarily Any consent granted by Landlord in any instance shall not be construed to constitute a consent with respect to any other instance or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of Lessorrequest. If Tenant is not a natural personthe Premises or any part thereof should be sublet, then any transfer of this Lease used, or occupied by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of anyone other than Tenant, or in if this Lease should be assigned by Tenant, while an Event of Default exists, Landlord shall have the election right to collect rent from the assignee, subtenant, user or appointment occupant, but no such assignment, subletting, use, occupancy or collection shall be deemed a waiver of directorsany of Landlord’s rights under the provisions of this Section, managers, trustees or other persons exercising like functions in the management a waiver of any of Tenant’s covenants contained in this Section, the acceptance of the assignee, subtenant, user or occupant as tenant, or (ii) who beneficially own a release of Tenant from further performance by Tenant of Tenant’s obligations under the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if:. (ia) The proposed assignee has a net worth at least equal If Tenant shall desire to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of sublet the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor first submit to Landlord a written notice (“Tenant’s Notice”) setting forth in writing reasonable detail: (i) the name and address of the proposed subtenant or assignee; (ii) the terms and conditions of the proposed subletting or assignment (including the proposed commencement date of the sublease or the effective date of the assignment, which shall be at least thirty (30) days prior after Tenant’s Notice is given); (iii) the nature and character of the business of the proposed subtenant or assignee; (iv) banking, financial, and other credit information relating to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of subtenant or assignee, in reasonably sufficient detail, to enable Landlord to determine the proposed assignment, subtenant’s or assignee’s financial information, bank references and financial statements of the proposed assigneeresponsibility; a copy of the agreements referenced in and (v) above; andin the case of a subletting, such further information as Lessor might request concerning a description of any and all work to be done to prepare the proposed assignee. Premises to be sublet. (b) Within ten thirty (1030) days after LessorLandlord’s receipt of all required information concerning the proposed assigneeTenant’s Notice, and the satisfaction of all of the conditions specified in Landlord agrees that it shall notify Tenant whether Landlord (i) through consents to the proposed sublet or assignment, (viii) above, Lessor shall have the following options: a. To does not consent to the proposed assignment sublet or assignment, (iii) elects to exercise its recapture right, as described in Section (e) below, or (iv) requires further information consistent with or without the imposition information to be furnished as part of one or more conditions; or b. To refuse Tenant’s Notice. In the event Landlord does not elect to consent if reasonable grounds exist thereforexercise its recapture right, provided that if the conditions specified in (i) through (vi) above are then Landlord agrees not satisfied, Lessor’s to unreasonably withhold its consent to the proposed assignment may be withheld sublet or granted in its sole and absolute discretion. If Lessor consents assignment. (c) In addition to the proposed foregoing requirements, (i) no assignment andor sublease shall be permitted if, if at the Base Rent due and payable by any assignee under any effective date of such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, an Event of Default exists; (ii) no assignment or sublease shall be permitted unless Tenant agrees, at the time of the proposed assignment or sublease and in Tenant’s Notice, to pay to Landlord, immediately upon receipt thereof, fifty percent (50%) of all Net Rental Proceeds, of whatever nature, payable by the prospective assignee or subtenant to Tenant pursuant to such excess rent assignment or sublease. For purposes of this Lease, “Net Rental Proceeds” shall mean: in the case of a sublease, the amount by which the aggregate of all rents, additional charges or other consideration payable under a sublease to Tenant by the subtenant (including sums paid for the sale or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property) exceeds the sum of (i) the Base Rent plus all amounts payable by Tenant pursuant to the provisions hereof during the term of the sublease in respect of the subleased space, (ii) brokerage commissions at prevailing rates due and owing to a real estate brokerage firm, and (iii) other excess consideration within ten (10) days following receipt thereof customary and reasonable costs incurred by Tenant. Lessor shall have Tenant in connection with the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease subleasing; and in the Project. In case of an assignment, the event Lessor shall sell, assign amount by which all sums and other considerations paid to Tenant by the assignee of this Lease for or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date reason of such assignment (including sums paid for the sale of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property) exceeds the sum of (i) brokerage commissions at prevailing rates due and owing to perform its covenants under this Leasea real estate brokerage firm, and (ii) other customary and reasonable costs incurred by Tenant in connection with the assignment.

Assignment and Subletting. Since Lessor wishes 9.01 Except as otherwise expressly set forth in this Article 9, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, nor suffer, nor permit the party in possession of the Demised Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any part of the Premises thereof to be used or occupied by others, without the prior written consent of LessorLandlord in each instance. If this lease be assigned, which or if the Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by ▇▇▇▇▇▇, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent may by Landlord to an assignment or underletting shall not in any wise be unreasonably withheld construed to relieve ▇▇▇▇▇▇ from obtaining the express consent in writing of Landlord to any further assignment or delayedunderletting. In additionno event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent of Lessor. in each instance. 9.02 If Tenant is not a natural person, then shall at any transfer time or times during the term of this Lease lease desire to assign this lease or sublet all or part of the Demised Premises, Tenant shall give notice thereof to Landlord, which notice shall be accompanied by merger(a) a detailed term sheet with respect to the proposed assignment or sublease, consolidation the effective or liquidation commencement date of which shall constitute an assignment be not less than sixty (60) nor more than one hundred eighty (180) days after the giving of this Leasesuch notice, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not (b) a natural person, any change statement setting forth in reasonable detail the identity of the persons proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. Except for any notice with respect to a proposed assignment or sublease to any entity for which ▇▇▇▇▇▇▇▇'s consent is not required pursuant to Section 9.11, such Tenant's notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option (hereinafter referred to as "Landlord's Option"), (i) having sublease such space (hereinafter referred to as the power to participate in "Leaseback Space") from Tenant upon the management terms and conditions hereinafter set forth (if the proposed transaction is a sublease of Tenantall or part of the Demised Premises), (ii) terminate this lease (if the proposed transaction is an assignment or in a sublease of all or substantially all of the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of TenantDemised Premises), or (iiiii) who beneficially own terminate this lease with respect to the ownership interests in Leaseback Space (if the Tenant which represent proposed transaction is a majority sublease of part of the aggregate voting power of all ownership interests Demised Premises for a term expiring within the last year of the Tenant, shall constitute assignment term of this Lease, and, as such, shall require the prior written consent of Lessorlease). The prior written consent of Lessor to any such proposed assignment shall not ▇▇▇▇▇▇▇▇'s Option may be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal exercised by Landlord by notice to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to at any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least within thirty (30) days prior after such notice has been given by Tenant to Landlord; and during such thirty (30) day period Tenant shall not assign this lease nor sublet such space to any person. 9.03 If Landlord exercises ▇▇▇▇▇▇▇▇'s Option to terminate this lease in the proposed effective date case where Tenant desires either to assign this lease or sublet all or substantially all of the assignment. Tenant Demised Premises, then, this lease shall provide Lessor with: a copy of end and expire on the proposed assignmentdate that such assignment or sublet was to be effective or commence, financial information, bank references and financial statements of as the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assigneecase may be, and the satisfaction of all fixed rent and additional rent shall be paid and apportioned to such date. 9.04 If Landlord exercises ▇▇▇▇▇▇▇▇'s Option to terminate this lease in part in any case where Tenant desires to sublet part of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease Demised Premises for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.a term expiring within

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract, a. Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may shall not, either voluntarily or by operation of law, assign, mortgagesublease, pledge sell, hypothecate or otherwise transfer this Lease Lease, or sublet the Premises or any part thereof, or permit or suffer the Premises or any part thereof to be used or occupied as work space, storage space, mail drop, concession or otherwise, by anyone other than Tenant or Tenant's employees without the prior written consent of LessorLandlord in each instance, which consent will not be unreasonably withheld, delayed, or conditioned. If Tenant is not a natural personAny merger, then any transfer acquisition, lease, sale, or other conveyance, whether voluntary or involuntary, of : (1) thirty seven and one half percent (37.5%) or more of Tenant's voting stock; or (2) thirty seven and one half percent (37.5%) or more of Tenant's assets shall be deemed to be an event of assignment of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the requiring Landlord's prior written consent consent. For purposes of Lessorthe preceding sentence, the term "Tenant" shall include, without limitation, all subsidiary corporations and all other entities owned or controlled by Tenant. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If event Tenant desires to assign assign, hypothecate or otherwise transfer this LeaseLease or sublet the Premises, it shall so notify Lessor in writing then at least thirty (30) days prior to the proposed date when Tenant desires the assignment to sublease to be effective date of (the assignment. "Assignment Date"), Tenant shall provide Lessor with: give Landlord a copy notice (the "Assignment Notice"), which shall set forth the name, address and business of the proposed assignmentassignee or sublessee, financial informationinformation (including references) concerning the character, bank references ownership, and financial statements condition of the proposed assignee; a copy of assignee or sublessee, the agreements referenced in (v) above; andAssignment Date, such further information as Lessor might request concerning any ownership or commercial relationship between Tenant and the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assigneeassignee or sublessee, and the satisfaction of consideration and all other material terms and conditions of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all in such detail as Landlord shall reasonably require. If Landlord requests additional detail, the Assignment Notice shall not be deemed to have been received until Landlord receives such additional detail, and Landlord may withhold consent to any assignment or sublease until such information is provided to it. Any sale, assignment, sublease, hypothecation or transfer of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease or subletting of the Premises that is not in compliance with the provisions of this Subparagraph 26.a. shall be void and in shall, at the Projectoption of Landlord, terminate this Lease. The consent by Landlord to any assignment or subletting shall not be construed as relieving Tenant or any assignee of this Lease or sublessee of the Premises from obtaining the express written consent of Landlord to any further assignment of subletting or as releasing Tenant or any assignee or sublessee of Tenant from any liability or obligation hereunder whether or not then accrued. In the event Lessor Landlord shall sellconsent to an assignment or sublease, assign or otherwise transfer Tenant shall pay Landlord as Additional Rent a reasonable attorneys' and administrative fee not to exceed $750.00 for costs incurred in connection with evaluating the Assignment Notice. This Subparagraph 26.a. shall be fully applicable to all further sales, hypothecations, transfers, assignments and subleases of any portion of the Premises by any successor or assignee of Tenant, or any sublessee of the Premises. b. Landlord shall not unreasonably withhold consent to any assignment, sublease, sale, hypothecation or transfer of this Lease. As used in this Paragraph 26, the subletting of substantially all of the Premises for substantially all of the remaining Term of this Lease shall be deemed an assignment rather than a sublease. Notwithstanding the foregoing, Landlord shall consent to the assignment, sublease, sale or transfer if the Assignment Notice states that Tenant desires to assign(or sublease) this Lease to any entity into which Tenant is merged, with which Tenant is consolidated or which acquires all of substantially all of the assets of Tenant, provided that the assignee first executes, acknowledges and delivers to Landlord an agreement whereby the assignee agrees to be bound by all of the covenants and agreements in this Lease which Tenant has agreed to keep, observe or perform, that the assignee agrees that the provisions of this Paragraph 26 shall be binding upon it as if it were the original Tenant hereunder and that the assignee shall have both a liquid and non liquid net worth (determined in accordance with generally accepted accounting principles consistently applied) immediately after such assignment which is at least equal to the liquid and non liquid net worth (as so determined) of Tenant immediately prior to the assignment. c. Except as provided above, Landlord's consent to any sublease shall not be unreasonably withheld. If Tenant shall sublet all or any portion of the Premises that Tenant has occupied for its own use at any time, then one half (1/2) of any consideration paid by the sublessee for the portion of the Premises being sublet that previously was occupied by Tenant that exceeds the Annual Basic Rent and Rental Adjustments provided by this Lease for such portion of the Premises being sublet shall be due, owing and payable by Tenant to Landlord when paid or owing by the sublessee under the sublease. Should the consideration paid by the sublessee exceed the rental amounts stated above, Tenant shall be entitled to reimbursement for Leasing Commissions or Landlord-approved Tenant Improvements Tenant paid to procure the sublease, amortized in equal, non-interest bearing, monthly installments over the term of the sublease only to the extent of the lesser of the amount of said lease commissions and/or Landlord - approved Tenant Improvements or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date amount of such assignment to perform its covenants under excess. For the purpose of this LeaseSubparagraph 26.c., the rent for each square foot of floor space in the Premises shall be deemed equal.

Assignment and Subletting. Since Lessor wishes 10.01. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the party in possession of the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole demised premises or any part of the Premises thereof to be used or occupied by others, without the prior written consent of LessorLandlord in each instance. If this Lease be assigned, which or if the demised premises or any part thereof be underlet or occupied by anyone other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection or the acceptance of the assignee, undertenant or occupant as tenant, shall be deemed a waiver of the provisions hereof or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Tenant shall remain liable under this Lease. The consent may by Landlord to an assignment or underletting shall not in any wise be unreasonably withheld construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or delayedunderletting. In additionno event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if:each instance. (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment10.02. If Tenant desires to assign this LeaseLease or to sublet all or any portion of the demised premises, it shall so notify Lessor first submit in writing to Landlord the description of the space and the terms for which Tenant intends to assign or sublease and shall offer in writing, (i) With respect to a prospective assignment, to assign this Lease. to Landlord without any payment of monies or other consideration thereof or, or, (ii) with respect to prospective subletting, to sublet to Landlord or its designee the portion of the demised premises involved ("Leaseback Area") for the term intended by Tenant in its offer and at least thirty the lower of (30a) Tenant's proposed subrental or (b) at the same rate of fixed rent and additional rent and otherwise on the same terms, covenants and conditions (including provision relating to escalation rents), as are contained herein and as are applicable to the portion of the demised premises to be covered by such subletting. The offer shall specify the date when the Leaseback Area will be made available to Landlord which date shall be in no event earlier than sixty (60) days prior to nor later than one hundred eighty (180) days following the proposed effective date acceptance of the assignmentoffer by the Landlord. Tenant If an offer of sublease is made, it shall provide Lessor with: a copy in addition specify the duration of the term of the proposed assignmentsublease as fixed by Tenant, financial information, bank references and financial statements of except that if the proposed assignee; a copy of the agreements referenced sublease will result in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of or substantially all of the conditions specified in (i) through (vi) abovedemised premises being sublet, Lessor then Landlord shall have the following options: a. To consent option to extend the term of this sublease to the proposed assignment with term of the underlying Lease, less one day. Landlord shall have a period of fifteen (15) days from the receipt of such offer to either accept or without reject the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretionsame. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any Landlord shall accept such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, offer Tenant shall pay then execute and deliver to LessorLandlord, after Tenant has recouped all or to anyone designated or named by Landlord of its reasonable out-of-pocket expensescredit standing, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted an assignment or sublease, as the case may be, in either case in a form reasonably satisfactory to Landlord's counsel. If a sublease is so made to Landlord or its designee, it shall expressly: (a) permit Landlord to make further subleases of all or any part of the Leaseback Area and (at no cost or expense to Tenant) to make and authorize any and all changes, alterations, installations and improvements in suoh space as Landlord may deem necessary for such subletting, at Landlord's expense; (b) provide that Tenant will at all times permit reasonably appropriate means of ingress to and egress from the Leaseback Area; (c) negate any intention that the estate created under such sublease be merged with any other estate held by either of the parties; (d) provide that Landlord shall accept the Leaseback Area "as is" except that Landlord, at Tenant's-expense, shall perform all such work physically to separate the Leaseback Area from the remainder of the demised premises and to permit lawful occupancy, it being intended that Tenant shall have no other cost or expense in connection with the subletting of the Leaseback Area; (e) provide that at the expiration or sooner termination of the term of such excess rent sublease Tenant will accept the Leaseback Area~ in its then existing condition, subject to the obligations of Landlord to make such repairs thereto as may be necessary to preserve the Leaseback Area in good order and other excess consideration within ten (10) days following receipt thereof by Tenantcondition, ordinary wear and tear expected. Lessor Landlord shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights indemnify,and save Tenant harmless from all obligations under this Lease as to the Leaseback Area during the period of time it is so sublet. For the purposes of this clause, Landlord shall be deemed to be any successor or person or persons in interest. Performance by Landlord, or its designee, under a sublease of the Leaseback Area shall be deemed performance by Tenant of any similar obligation contained in this Lease, and Tenant shall not be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the ProjectTenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease. 10.03. If Landlord shall not have accepted Tenant's offer, as provided in Section 10.02, then Landlord will not unreasonably withhold or delay its consent to Tenant's request for consent to such assignment or subletting. Any such consent of Landlord shall be subject to the terms of this Article and conditional upon there being no default by Tenant and Tenant shall not have received any notice of default that is not cured, beyond any applicable grace period, under anyof the terms, covenants and conditions of this'Lease at the time that Landlord's consent to any such subletting or assignment is~ requested and on the date of the commencement of the term of any such proposed sublease or the effective date of any such proposed assignment. In the event Lessor Tenant does not successfully sublet or assign the space so designated in 10.02 within six (6) months, then the Landlord's rights in 10.02 shall sellre-occur before Tenant may sublet or assign such space. 10.04. If Tenant requests Landlord's consent to a specific assignment or subletting, assign it shall submit in writing to Landlord (which writing shall be in addition to the writing required pursuant to Section 10.02 hereof) (1) the name and address of the proposed assignee or otherwise transfer sublessee, (ii) a counterpart of the Premises proposed agreement or assignment or sublease, (iii) reasonably satisfactory information as to the Projectnature and character of the business of the proposed assignee or sublessee, upon assumption by Lessor’s transferee and as to the nature of Lessor’s obligations under this Leaseits proposed use of the space, Lessor shall and (iv) banking, financial or other credit information relating to the proposed assignee or sublessee reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or sublessee. The proposed sublessee must have no liability following a net worth equal to or in excess of the date net worth of such assignment to perform its covenants under this LeaseTenant.

Assignment and Subletting. Since Lessor wishes the party Except as hereinafter in possession of the Premises to be bound to Lessor by direct privity of contractthis Paragraph 19 expressly provided, Tenant may not sublease Lessee shall not, either directly or license indirectly, voluntarily or involuntarily, assign, hypothecate, encumber or transfer this Lease or any interest therein or right granted thereby or sublet the whole or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of TenantPremises, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) license the use of the Premises will comply with Section 7same, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to suffer any other tenant(sperson or entity to occupy, use or manage (except management by Lessee's employees) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfersame, in whole or in part, without the prior written consent of the Port evidenced by resolution of its rights and obligations under Board of Port Commissioners. The Port shall not unreasonably withhold its consent to an assignment or subletting. Neither this Lease nor any interest therein or right granted thereby shall be assignable or transferable in proceedings in attachment, garnishment or execution against Lessee, or in voluntary or involuntary proceedings in bankruptcy or insolvency or receivership taken by or against Lessee or by any process of law and possession of the whole or any part of the demised premises shall not be divested from Lessee in such proceedings or by any process of law, without the prior written consent of the Port evidenced by resolution of its Board of Port Commissioners. Except as hereinafter provided, no occupancy or use of the demised Premises or exercise of any right granted by this Lease by any prospective transferee, sublessee, or assignee shall occur before the Port's written consent to the transfer, sublease, or assignment which consent shall not be unreasonably withheld; provided that the Port shall not be deemed unreasonable in withholding its consent if the proposed transfer, assignment or sublease will involve the relocation of an existing Airport tenant, will result in reduced percentage rental to the Port, or will result in Lessee's receipt of a higher rental than Lessee is paying to the Port on a prorata square foot basis for the Premises area involved in the Projecttransfer, assignment or sublease in which latter event the Port may require Lessee to pay to the Port as additional minimum rental a portion of the amount by which the rental paid by said transferee, assignee or sublessee exceeds the Monthly Rental then paid by Lessee to the Port on a prorata square foot basis. In Any breach of the event Lessor provisions of this Paragraph shall sellconstitute a default and shall cause this Lease to terminate immediately at the option of the Port without further notice to Lessee. Lessee shall not be deemed to be in default if Lessee causes an attachment or execution to be removed within fifteen (15) days of levy, assign or otherwise transfer the Premises if Lessee causes an involuntary proceeding in bankruptcy to be dismissed or the Project, upon assumption by Lessor’s transferee receiver to be removed within thirty (30) days of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such commencement of said proceeding or appointment of said receiver. An assignment to perform its covenants under within the meaning of this Lease.Paragraph 19 shall include, but is not limited to, the following:

Assignment and Subletting. Since Lessor wishes In the party in possession of event Tenant desires to assign or sublet the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any part thereof, Tenant shall give Landlord written notice of such desire at least ten (10) days prior to the date on which Tenant desires to make such assignment or sublease. Landlord shall within five (5) days following receipt of such notice notify Tenant in writing that Landlord elects either (i) to permit or (ii) not to permit Tenant to assign or sublet such space, subject, however, to subsequent written approval of the Premises proposed assignee or sublessee by Landlord and written approval of all documents which will evidence or relate to such subleasing or assignment such permission not to be unreasonably withheld or delayed. Notwithstanding anything in this Lease to the contrary, Tenant may, without the prior written consent of LessorLandlord, but only after giving Landlord at least ten (10) days prior written notice, sublet the Premises or any part thereof to an Affiliate (hereinafter defined) or permit occupancy of any portion of the Premises by an Affiliate. The term "Affiliate" shall mean (i) any corporation which, directly or indirectly, controls or is controlled by Tenant or is under common control with a general partner of Tenant, (ii) any corporation not less than fifty percent (50%) of whose outstanding stock shall, at the time be owned directly or indirectly by a general partner of Tenant or (iii) any partnership or joint venture in which consent may Tenant or a general partner of Tenant is a general partner or joint venturer (with joint and several liability for all of the partnership's or venture's obligations). If Landlord should fail to notify Tenant in writing, of such election within said five (5) day period, Landlord shall be deemed to have elected (i) above, but subsequent written approval by Landlord of the proposed assignee or sublessee shall be required, unless not be unreasonably withheld received within the ten (10) day period. Consent by Landlord to one or delayedmore assignments or sublettings shall not operate as a waiver of Landlord's rights as to any subsequent assignments and sublettings. Notwithstanding any assignment or subletting, Tenant, and any guarantor of Tenant's obligations under this Lease, shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant's other obligations under this Lease unless otherwise agreed in writing. In additionthe event of the transfer and assignment by Landlord of its interest in this Lease and the Building, Landlord shall thereby be released from any further obligations hereunder if, and only if, Landlord's successor assumes all existing obligations under the Lease, and Tenant may not, voluntarily or by operation agrees to look solely to such successor in interest of law, assign, the Landlord for performance of such obligations. Tenant shall not mortgage, pledge or otherwise transfer encumber its interest in this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.

Assignment and Subletting. Since Lessor wishes the party 9.1 Except as otherwise expressly set forth in possession of the Premises to be bound to Lessor by direct privity of contractthis Lease, Tenant may shall not sublease have the right to assign or license pledge this Lease or to sublet the whole or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, whether voluntarily or by operation of law, assignor permit the use or occupancy of the Premises by anyone other than Tenant, mortgageand shall not make, pledge suffer or otherwise transfer this Lease permit such assignment, subleasing or occupancy without the prior written consent of Lessor. If Tenant is Landlord, such consent not a natural personto be unreasonably withheld, then and said restrictions shall be binding upon any transfer and all assignees of this the Lease by merger, consolidation or liquidation shall constitute an assignment and subtenants of this Lease, and, as such, shall require the prior written consent of LessorPremises. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If event Tenant desires to sublet, or permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, it Tenant shall so notify Lessor in writing give written notice thereof to Landlord at least thirty sixty (3060) days but no more than one hundred eighty (180) days prior to the proposed effective commencement date of such subletting or assignment, which notice shall set forth the assignment. Tenant shall provide Lessor with: a copy name of the proposed assignmentsubtenant or assignee, the relevant terms of any sublease or assignment and copies of financial information, bank references reports and other relevant financial statements information of the proposed subtenant or assignee; a copy . 9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the agreements referenced rent specified in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, this Lease and the satisfaction of for compliance with all of its other obligations under the conditions specified in (i) through (vi) aboveterms, Lessor shall have provisions and covenants of this Lease. Upon the following options: a. To consent to the proposed assignment with or without the imposition occurrence of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment andan Event of Default, if the Base Rent Premises or any part of them are then assigned or sublet, Landlord, in addition to any other remedies provided in this Lease or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable becoming due to Tenant under such assignment plus or sublease and apply such rent against any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable sums due to Landlord from Tenant under this Lease for Lease, and no such collection shall be construed to constitute a novation or release of Tenant from the Premises, Tenant shall pay to Lessor, after Tenant has recouped all further performance of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.

Assignment and Subletting. Since Lessor wishes A. Subject to any provisions of this Paragraph 16 to the party in possession of the Premises to be bound to Lessor by direct privity of contractcontrary, Tenant may not sublease or license the whole or any part of the Premises shall not, without the prior written consent of LessorLandlord, which consent may not be unreasonably withheld (i) assign, convey or delayed. In additionmortgage this Lease or any interest hereunder; (ii) permit to occur or permit to exist any assignment of this Lease, Tenant may notor any lien upon Tenant’s interest, voluntarily or by operation of law; (iii) sublet the Premises or any part thereof; or (iv) permit the use of the Premises by any parties other than Tenant and its employees and clients. Any such action on the part of Tenant shall be void and of no effect. There shall be no partial assignment of Tenant’s interest in this Leases. The term “sublease” and all words derived therefrom, assignas used in this Paragraph 16, mortgageshall include any subsequent sublease or assignment of such sublease and any other interest arising under such sublease. Except as provided herein, pledge Landlord’s consent to any assignment, subletting or otherwise transfer or landlord’s election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall not release Tenant or any subsequent tenant from any covenant or obligation under this Lease. Landlord’s consent to any assignment, subletting or transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future assignment, subletting, or transfer,. Landlord may condition its consent upon execution by the subtenant or assignee of an instrument confirming such restrictions on further subleasing or assignment and joining in the waivers and indemnities made by Tenant hereunder. B. Notwithstanding the foregoing, Tenant shall have the right to assign this Lease without or any interest herein, or to sublet the prior written consent of Lessor. If Tenant Premises or any part thereof (such assignment or subletting is not hereinafter referred to as a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons “Permitted Transfer”) to (i) having the power to participate any successor entity of Tenant resulting from a merger or consolidation with Tenant and engaged primarily in the management provision of Tenantlegal services, or (ii) any entity (other than an entity described in subparagraph (i)) succeeding to the election or appointment of directors, managers, trustees or other persons exercising like functions in the management legal business of Tenant, or (iii) any affiliate of Tenant which is involved in the delivery or support of legal services; provided however that any such successor or affiliated entity descried in subparagraph (ii) who beneficially own the ownership interests or (iii) shall (a) have, in the Tenant which represent reasonable judgment of Landlord, a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth financial condition at least equal to Tenant Tenant, (b) not violate any of the conditions set forth in Paragraph 16.D. and (c) expressly assume all of Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to and liabilities hereunder. Landlord’s first offer rights under Paragraph 16.E. and termination rights set forth in Paragraph 16.F. hereof shall not be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply exercisable with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted respect to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. Permitted Transfer. C. If Tenant desires the consent of Landlord to assign this Leasean assignment or subletting, it Tenant shall so notify Lessor in writing submit to Landlord at least thirty (30) days prior to the proposed effective date of the assignmentassignment or sublease a written notice (the “Sublease Notice”) which includes: 1. Tenant shall provide Lessor with: a copy All documentation then available related to the proposed sublease or assignment (copies of final executed documentation to be supplied on or before the effective date); and 2. Sufficient information to permit Landlord to determine the identity and character of the proposed assignment, subtenant or assignee and the financial information, bank references and financial statements condition of the proposed assignee; a copy . D. If Landlord does not exercise its right of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent first offer pursuant to the proposed assignment with Paragraph 16.E. or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under terminate this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transferLease, in whole or in part, pursuant to Paragraph 16.F., it shall only withhold its rights and obligations under this Lease and in the Projectconsent to a proposed assignment or subletting if: 1. In the event Lessor reasonable judgment of Landlord the subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards maintained by Landlord in the Building; 2. In the reasonable judgment of Landlord the subtenant or assignee does not have a financial condition comparable to tenant at the time of the execution of this Lease. 3. In the reasonable judgment of Landlord the purpose for which the subtenant or assignee intends to use the subleased space is in violation of the terms of this Lease. If Landlord consents to such an assignment, or if the assignment is a Permitted Transfer, the assigning Tenant shall sellbe released from its obligations hereunder arising after the effective date of such assignment so long as Landlord has received an assumption agreement, assign or otherwise transfer in form reasonably satisfactory to Landlord, executed by such assignee assuming all of Tenant’s obligations hereunder. E. Landlord shall have a right of first offer with respect to any sublease (other than a Permitted Transfer) which Tenant proposes to make at any time during the Term. Such right shall be assigned by Landlord to ▇▇▇▇▇▇▇. Prior to entering into a sublease of any portion of the Premises (other than a Permitted Transfer) Tenant shall give landlord written notice (“First Offer Notice”) of the terms upon which Tenant is willing to make such a sublease to Landlord. Landlord shall advise Tenant in writing of Landlord’s election to make such a sublease no later than fifteen (15 days after Tenant has submitted to Landlord a First Offer Notice with respect to such sublease. If Landlord fails to so exercise its right of first offer within such 15 day period, Landlord shall be deemed to have waived such right as to the proposed sublease described in such First Offer Notice, but not as to any future subleases of the same space or other space in the ProjectPremises. If Landlord waives such right, upon assumption by Lessor’s transferee Tenant shall have the right to make a sublease with another party, but such sublease must in all material respects be on terms that are substantially identical with the terms set forth in the First Offer Notice. If Landlord does exercise such right, Tenant will promptly enter into a sublease with ▇▇▇▇▇▇▇ on the terms contained in such First Offer Notice. Tenant acknowledges that the execution and delivery of Lessorsuch a sublease with ▇▇▇▇▇▇▇ shall not in any way diminish or affect Tenant’s obligations under this Lease, Lessor and shall not be deemed a merger which would terminate this Lease as to such space or affect the Rent payable under this lease. F. Landlord shall have no liability following the right to terminate this Lease (“Recapture Right”) in the event of a proposed assignment by Tenant of its interest in this Lease or a proposed sublease of substantially all of the Premises for all or substantially all of the remaining Term (including the 10 year renewal term) to any party other than pursuant to a Permitted Transfer, provided that landlord shall exercise such Recapture Right only if ▇▇▇▇▇▇▇ then projects that it will need to occupy all or substantially all of the Premises during the Term, including the 10 year renewal term, whether or not such renewal has then been exercised. Such Recapture Right must be exercised by Landlord, if at all, by giving written notice to Tenant of such election within thirty (30) days after landlord’s receipt of the Sublease Notice proposing such assignment or sublease. If Landlord fails to so exercise its Recapture Right within such thirty (30) day period, Landlord shall be deemed to have waived its Recapture Right as to the proposed assignment or sublease described in such Sublease notice, but not as to any future proposed assignments or subleases. If Landlord does elect to exercise its Recapture Right, this Lease shall be terminated on the date proposed in the Sublease Notice for occupancy of all or substantially all of the Premises by the assignee or subtenant, as if such date were the Termination Date of this Lease. G. If (i) Landlord has elected not to exercise the Recapture right under Paragraph 16.F., (ii) the proposed assignment will become effective prior to the end of the original twenty (20) year Term and (iii) Tenant so requests in writing as a part of the Sublease Notice for such assignment, Landlord will permit the proposed assignee to exercise Tenant’s rights to extend the Term under Paragraph 32 but unless such assignment is a Permitted Transfer, such assignee may only extend the Term for a period equal to ten (10) years minus the period of time between the effective date of such assignment to perform its covenants under this Lease.and the end of the original twenty (20)

Assignment and Subletting. Since Lessor wishes 11.01. Tenant shall not assign, mortgage or encumber this Lease, its interest hereunder or the party in possession of estate granted hereby, nor sublet or suffer or permit the Demised Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any part of the Premises thereof to be used by others, without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of LessorLandlord in each instance. 11.02. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change should assign its interest in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date if all or any part of the proposed Demised Premises be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, as the case may be, and apply the net amount collected to the rent herein reserved, but no such assignment, whichever is greater; (ii) underletting, occupancy or collection shall be deemed a waiver of this covenant, or the proposed acceptance of the assignee, under-tenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant contained herein. The consent by Landlord to any assignment or underletting shall not in any way be construed to relieve Tenant, or any assignee is creditworthy considering or subtenant, as the obligations case may be, from obtaining the express consent in writing of Landlord to any further assignment or underletting in accordance with and subject to the further provisions of this Article XI. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be assumed under this Lease; (iii) the proposed assignee has experience and expertise used or occupied by others, without Landlord's prior written consent in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignmenteach instance. 11.03. If Tenant desires shall desire to assign this Lease, or to sublet the Demised Premises, it shall so notify Lessor in writing at least thirty no later than sixty (3060) days prior to the proposed effective date of the assignment. Tenant assignment or sublet, submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall provide Lessor withcontain the following information: a copy (i) the name and address of the proposed assignment, financial information, bank references assignee or subtenant; (ii) the terms and financial statements conditions of the proposed assigneeassignment or subletting; a copy (iii) the nature and character of the agreements referenced in business of the proposed assignee or subtenant and its proposed use of the Demised Premises; and (viv) above; andcurrent financial information and any other information Landlord may request. Landlord may then, by notice to such effect given to Tenant within thirty (30) days after either the receipt of Tenant's request for consent or the receipt of such further information as Lessor might Landlord may request concerning pursuant to this Section 11.03 above, whichever is later,terminate this Lease on a date to be specified in said notice (hereinafter, the "Termination Date") which date shall be not earlier than one (1) day before the effective date of the proposed assigneeassignment or subletting nor later than sixty-one (61) days after said effective date. Within Tenant shall then vacate and surrender the Demised Premises on or before the Termination Date and the Term of this Lease shall end on the Termination Date as if that were the Expiration Date. Landlord shall be free to, and shall have no liability to Tenant if Landlord should, Lease all or any part of the Demised Premises to Tenant's prospective assignee or subtenant. 11.04. If Landlord shall not exercise its option to terminate this Lease pursuant to Section 11.03 above, Landlord shall not unreasonably withhold its consent to the proposed assignment or subletting referred to in Tenant's notice given pursuant to said Section, provided that the following further conditions shall be fulfilled: (1) The Demised Premises shall not, without Landlord's prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental less than the prevailing rental for space in the Building; (2) Tenant shall not then be in default hereunder beyond the time herein provided, if any, to cure such default; (3) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Demised Premises in a manner in keeping with the standards in such respect of the other tenancies in the Building; (4) Landlord does not or in Landlord's reasonable judgment will not have, within six (6) months after the date of said Tenant's notice, comparable space available for the proposed subtenant or assignee in the Building, the proposed assignee or subtenant shall not then be a tenant, subtenant or assignee of any space in the Building other than of space included in the Demised Premises nor shall the proposed assignee or sublessee be a person or entity with whom Landlord is then negotiating to lease space in the Building; (5) The proposed use of the Demised Premises by the proposed assignee or subtenant shall not (a) be likely to increase Landlord's operating expenses beyond that which would be incurred for use of other tenancies in the Building, or (b) increase the burden on existing cleaning services or elevators over the burden prior to such proposed subletting or assignment, or (c) be inconsistent with the Permitted Use. (6) No subletting shall end later than one (1) day before the Expiration Date of this Lease or shall be for a term of less than two (2) years unless it commences less that two (2) years before the Expiration Date; (7) No subletting shall be for less than one-half of the floor space of the entire Demised Premises; (8) Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, the costs of making investigations as to the acceptability of the proposed assignee or subtenant, and reasonable legal costs incurred in connection with the granting of any requested consent; (9) The form of the proposed sublease shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article; (10) In Landlord's reasonable judgment the proposed assignee or subtenant is engaged in a business, and the Demised Premises, or the relevant part thereof, will be used in a manner, which (i) is in keeping with the then standards of the Building; (ii) is limited to a use which is for executive and general offices, and (iii) will not violate any negative covenant as to use contained in any other lease of space in the Building; (iv) will not materially increase the density of use by way of an increase in employees, customers and/or invitees such that the density of use is increased to a level which is not in keeping with the then average density of the remaining tenants in the Building at that time; (11) The proposed assignee or subtenant shall not be: a government or any subdivision or agency thereof; medical offices; a school, college, university or educational institution of any type, whether for profit or non-profit; an employment or recruitment agency; a travel agency; or a messenger service. (12) Tenant shall have complied with the provisions of Section 11.03 and Landlord shall not have exercised its option to terminate under said Section 11.03 within the time permitted therefor. 11.05. Every subletting hereunder is subject to the express condition, and by accepting a sublease hereunder each subtenant shall be conclusively deemed to have agreed, that if this Lease should be terminated prior to the Expiration Date or if Landlord should succeed to Tenant's estate in the Demised Premises, then at Landlord's election the subtenant shall either surrender the Demised Premises to Landlord within sixty (60) days of Landlord's request therefor, or attorn to and recognize Landlord as the subtenant's landlord under the sublease and the subtenant shall promptly execute and deliver any instrument Landlord may request to evidence such attornment. 11.06. Tenant shall furnish Landlord with a counterpart (which may be a reproduced copy) of each sublease or assignment made hereunder within ten (10) days after Lessor’s receipt the date of its execution. 11.07. Notwithstanding any assignment and assumption by the assignee of all required information concerning or any part of the proposed obligations of Tenant hereunder, Tenant herein named, and each immediate or remote successor in interest of Tenant named herein, shall remain liable jointly and severally (as a primary obligor) with its assignee and all subsequent assignees for the performance of Tenant's obligations hereunder, and, without limiting the generality of the foregoing, shall remain liable to Landlord for all acts and omissions on the part of any assignee subsequent to it in violation of any of the obligations of this Lease. 11.08. Notwithstanding anything to the contrary contained in this Lease, no assignment of Tenant's interest in this Lease shall be binding upon Landlord unless the assignee, and if the satisfaction of assignee is a partnership, the individual partners, shall execute and deliver to Landlord an agreement, in recordable form, whereby such assignee agrees unconditionally to be personally bound by and to perform all of the conditions specified obligations of Tenant hereunder and further expressly agrees that notwithstanding such assignment the provisions of this Article shall continue to be binding upon such assignee with respect to all future assignments and transfers. A failure or refusal of such assignee to execute or deliver such an agreement in (i) through (vi) above, Lessor recordable form shall have not release the following options:assignee from its liability for the obligations of Tenant hereunder assumed by acceptance of the assignment of this Lease. a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion11.09. If Lessor consents Tenant shall assign or sublet the Demised Premises to the proposed assignment and, if anyone for rents which for any period shall exceed the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Additional Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premisessame period, Tenant shall pay Landlord, as Additional Rent hereunder, (i) in the case of an assignment, the amount of all monies, if any, which assignee has agreed to Lessorand does pay to Tenant in consideration of making the assignment less, after Tenant has recouped however all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for costs actually incurred by the Tenant to enable such sublease or assignment, incurred in connection with the making of such permitted assignment assignment, including but not limited to any brokerage fees, legal fees and alteration costs, and (ii) in the case of a sublet, the amount of any rents, additional charges or subleaseother consideration payable under the sublease to Tenant by the sublessee which is in excess of the Base Rent and Additional Rent accruing during the term of the sublease allocable to that portion of the Demised Premises affected by the sublease pursuant to the terms hereof, plus the amounts, if any, payable by such sublessee to Tenant pursuant to any side agreement as consideration (partial or otherwise) for Tenant making such subletting, less, however, all reasonable out-of-pocket costs actually incurred by Tenant in connection with the making of the sublease such excess rent as brokerage fees, legal fees and other excess consideration alteration costs. The sums payable under this Section 11.09 shall be paid to Landlord as Additional Rent as and when payable by the subtenant to Tenant. 11.10. Any transfer, by operation of law or otherwise, of Tenant's interest in this Lease (in whole or in part) or of a fifty (50%) percent or greater interest in Tenant (whether stock, partnership interest or otherwise) shall be deemed an assignment of this Lease within the meaning of this Article. If there has been a previous transfer of less than a fifty (50%) percent interest in Tenant, then any simultaneous or subsequent transfer of an interest in Tenant which, when added to the total percentage interest previously transferred, total a transfer of greater than a fifty (50%) percent interest in Tenant, shall be deemed an assignment of Tenant's interest in this Lease within the meaning of this Article. 11.11. Notwithstanding the provisions of Section 11.04 hereof, if Tenant is a corporation, Tenant shall have the right, without the consent of Landlord, to assign its interest in this Lease to a parent, subsidiary or affiliate of Tenant or any corporation which is a successor to Tenant either by merger or consolidation, or in connection with the transfer of all of the business and assets of the Tenant or a public offering of Tenant's stock provided that the successor shall have a tangible net worth, determined in accordance with generally accepted accounting standards, at least equal to the tangible net worth of Tenant at the time of the transaction. No such assignment shall be valid unless, within ten (10) days following receipt thereof prior to the effective date thereof, Tenant shall deliver to Landlord (i) a duplicate original instrument of assignment in form and substance satisfactory to Landlord, duly executed by Tenant. Lessor shall have , (ii) an instrument in form and substance satisfactory to Landlord, duly executed by the right to sell, assign or otherwise transferassignee, in whole or in partwhich such assignee shall assume observance and performance of and to be personally bound by, its rights all of the terms, covenants and obligations under conditions of this Lease on Tenant's part to be observed and in the Projectperformed. 11.12. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee that (i) Landlord fails to exercise any of Lessor’s obligations its options under this Lease, Lessor shall have no liability following Article and (ii) Tenant fails to execute and deliver the date assignment or sublease to which Landlord consented within forty-five (45) days after the giving of such assignment to perform consent, then, Tenant shall again comply with all of the provisions and conditions of this Article before assigning its covenants under interest in this LeaseLease or subletting the Demised Premises.

Assignment and Subletting. Since Lessor wishes the party (a) Subtenant shall not, by operation of law or otherwise, assign, sell, mortgage, pledge or in possession any manner transfer this Sublease or any interest therein, or sub-sublet any portion of the Premises to be bound to Lessor by direct privity of contractSubleased Premises, Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of Lessor, Sublandlord (which consent may shall not be unreasonably withheld or delayed. In addition) and Prime Landlord in each instance, Tenant may not, voluntarily or by operation and otherwise required in accordance with the provisions of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity Article 11 of the persons Prime Lease. To the extent the rentals or income derived from any sublease or assignment exceed the rentals due hereunder, one hundred percent (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s100%) of the Building; (v) Tenant such excess rentals and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant income shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires paid to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days Sublandlord after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of Subtenant deducts its reasonable out-of-out of pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable costs incurred in connection with such sublease or assignment, incurred in connection with including, without limitation, leasing commissions, leasehold improvements, costs and allowances and legal fees, to the extent the rent payable by the proposed transferee equals the rent being paid by Sublandlord under the Master Lease. Thereafter, any excess rentals and income shall be shared by the parties on a 50%/50% basis. (b) If this Sublease shall be assigned or if the Subleased Premises or any portion thereof shall be sublet or occupied by any person(s) other than the original Subtenant named herein, then Sublandlord may collect rent from any such permitted assignee, subtenant or occupant, and apply the net amounts collected to Rent payable pursuant to this Sublease, but no such assignment, occupancy or collection shall be deemed a waiver of any of the provisions of this Paragraph, an acceptance of the assignee, subtenant or occupant as subtenant hereunder, or a release of any person from the further performance by such person of the obligations of Subtenant under this Sublease. The consent by Sublandlord and Prime Landlord to any assignment, mortgage, pledge, encumbrance, transfer or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment, mortgage, pledge, encumbrance, transfer or subletting. No such assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor subletting shall have the right cause Subtenant to sell, assign or otherwise transfer, in whole or in part, be released from its rights and obligations under this Sublease unless expressly agreed to in writing by Sublandlord. Any proposed assignment or subletting shall be subject to the restrictions regarding assignment and subletting contained in the Prime Lease and in the Projectrights of Prime Landlord thereunder. In For avoidance of doubt, the event Lessor provisions of Section 11 of the Prime Lease regarding Permitted Transfers shall sell, assign or otherwise transfer the Premises or the Project, upon assumption apply to any Permitted Transfer by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this LeaseSubtenant.

Assignment and Subletting. Since Lessor wishes 9.1 Tenant shall have the party in possession of the Premises right to be bound assign or pledge this Lease or to Lessor by direct privity of contract, Tenant may not sublease or license sublet the whole or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, whether voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) permit the use or occupancy of the Premises will comply with Section 7, and, in addition, by anyone other than Tenant. In the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If event Tenant desires to sublet, or permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, it Tenant shall so notify Lessor in writing give written notice thereof to Landlord at least thirty (30) days prior to the proposed effective commencement date of such subletting or assignment, which notice shall set forth the assignment. Tenant shall provide Lessor with: a copy name of the proposed subtenant or assignee and the relevant terms of any sublease or assignment. 9.2 Notwithstanding any assignment or subletting, financial informationpermitted or otherwise, bank references Tenant shall at all times remain directly, primarily and financial statements fully responsible and liable for the payment of the proposed assignee; a copy of the agreements referenced rent specified in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, this Lease and the satisfaction of for compliance with all of its other obligations under the conditions specified in (i) through (vi) aboveterms, Lessor shall have provisions and covenants of this Lease. Upon the following options: a. To consent to the proposed assignment with or without the imposition occurrence of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment andan Event of Default, if the Base Rent Premises or any part of them are then assigned or sublet, Landlord, in addition to any other remedies provided in this Lease or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable becoming due to Tenant under such assignment plus or sublease and apply such rent against any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable sums due to Landlord from Tenant under this Lease, and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. 9.3 In the event that Tenant sells, sublets, assigns or transfers this Lease for the Premisesto any Non-Affiliate (as hereinafter defined), Tenant shall pay to LessorLandlord as additional rent an amount equal to fifty percent (50%) of any Increased Rent (as defined below) when and as such Increased Rent is received by Tenant. As used in this Section, “Increased Rent” shall mean the excess of (i) all rent and other consideration which Tenant receives by reason of any sale, sublease, assignment or other transfer of this Lease, over (ii) the rent otherwise payable by Tenant under this Lease at such time after Tenant has recouped deducting all of its Tenant's reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations costs directly related to the Premises paid for by the Tenant to enable such sublease or assignmentassignment and the marketing thereof including, incurred in connection with such permitted assignment without limitation, brokerage commissions, reasonable legal fees, TI Work or subleaseallowances, all of such excess rent free rent, and other excess such concessions, costs and expenses. For purposes of the foregoing, any consideration within ten (10) days following receipt thereof received by Tenant. Lessor Tenant in form other than cash shall have the right to sell, assign or otherwise transfer, be valued at its fair market value as determined by Landlord in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Leasegood faith.

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract(a) Tenant shall not voluntarily, Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of Lessorinvoluntarily, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or by operation of law, assign, mortgagetransfer, pledge mortgage or otherwise transfer encumber (herein collectively referred to as an "assignment") this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, interest of Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transferherein, in whole or in part, its rights nor sublet the whole or any part of the Demised Premises, nor permit the Demised Premises or any part thereof to be used or occupied by others, without first obtaining in each and every instance the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Tenant shall have the right without the consent of Landlord to assign this lease to a lending institution of equal or better asset size. If this Lease or any interest of Tenant herein be assigned or if the whole or any part of the Demised Premises be sublet or used or occupied by others, after having obtained Landlord's prior written consent thereto, Tenant shall nevertheless remain fully liable for the full performance of all obligations under this Lease to be performed by Tenant, and Tenant shall not be released therefrom in the Project. In the event Lessor shall sellany manner, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability excepting only an assignment to a lending institution as described above whereupon following the date of such assignment to perform by Tenant and the assumption of this Lease by the said lending institution, Tenant shall be released from its covenants liabilities under this Lease. (b) If at any time during the term of this Lease any part or all of the corporate shares of Tenant, or of a parent corporation of which the Tenant is a direct or indirect subsidiary, shall be transferred by sale, assignment, bequest, inheritance, operation of law or other disposition so as to result in a change in the present affective voting control of Tenant or of such parent corporation by the person or persons owning or controlling a majority of the shares of Tenant or of such parent corporation on the date of this Lease, Tenant shall promptly notify Landlord in writing of such change, and such change in voting control shall constitute an assignment of this Lease for all purposes of this Section; provided, however, that this provision shall not apply in the event that over fifty (50%) percent of the voting power of the Tenant corporation or of such parent corporation is held by fifty (50) or more unrelated shareholders or distributors to such number of unrelated shareholders in a public distribution of securities.

Assignment and Subletting. Since Lessor wishes 9.01 Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, nor suffer, nor permit the party in possession of the Demised Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any part of the Premises thereof to be used or occupied by others, without the prior written consent of Lessor, Landlord in each instance which consent may shall not be unreasonably withheld withheld, conditioned or delayed. If this Lease be assigned, or if the Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In additionno event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent of Lessorin each instance. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant Notwithstanding anything to the Lease; and (vi) no default by Tenant shall be contrary contained in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.this

Assignment and Subletting. Since Lessor wishes Except as provided herein above, neither Tenant nor its successors or assigns shall transfer, assign, mortgage, or encumber this lease by operation of law or otherwise, sublet, or permit the party in possession of the Premises to be bound to Lessor by direct privity of contractleased premises, Tenant may not sublease or license the whole or any part of the Premises thereof, to be used by others without the prior written consent of Lessorthe Landlord in each instance, which consent shall not be unreasonably withheld. Any subletting consented to by the Landlord shall not relieve the Tenant of any of its responsibilities for all obligations under this lease. ▇. ▇▇▇▇▇▇ shall not mortgage or encumber this lease without Landlord's written consent, which consent may not be unreasonably granted or withheld in Landlord's sole and absolute discretion. B. Tenant shall pay the expense (including all attorney's fees) incurred by Landlord in connection with ▇▇▇▇▇▇'s request for Landlord to give its consent to any assignment, subletting, occupancy or delayed. In additionmortgage. C. If Tenant is a partnership then any dissolution of Tenant or a withdrawal or change, Tenant may notwhether voluntary, voluntarily involuntary or by operation of law, assign, mortgage, pledge or otherwise transfer partners owning a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease without the prior written consent of Lessorlease. If Tenant is not a natural personcorporation, then any transfer of this Lease by dissolution, merger, consolidation or liquidation other reorganization of Tenant, or any sale or transfer of a controlling interest on its capital stock, shall constitute an be deemed a voluntary assignment of this Leaselease. D. If Tenant wants to assign, andsublet or otherwise transfer all or part of the premises of this lease, as such, the Tenant shall require the prior give Landlord written consent notice ("Tenant's Request Notice") of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenantproposed assignee or subtenant and its business, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority all terms of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonablyor subletting, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the commencement date of the proposed assignment, whichever is greater; assignment or subletting (iithe "Proposed Sublease Commencement Date") and the area proposed to be assigned or sublet (the "Proposed Sublet Space"). Tenant shall also transmit therewith the most recent financial responsibilities of such assignee or subtenant and a certification executed by ▇▇▇▇▇▇ and the proposed assignee or subtenant stating whether any premium oti•.er CO7Isideration is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable paid for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract, (a) Tenant may shall not sublease hypothecate or license the whole encumber this Lease or any part of the Premises interest herein without the prior written consent of LessorLandlord, which consent may not be unreasonably withheld granted or delayeddenied in Landlord's absolute discretion. In addition, Tenant may shall not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of Lessor. If Tenant is not a natural personLandlord, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written which consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be unreasonably withheld unreasonablyby Landlord, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of transfer or assign this Lease or any interest herein, sublet the date of signing this LeasePremises or any part thereof, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) permit the use of the Premises will comply by any party other than Tenant. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law without the consent of Landlord, which consent shall not be unreasonably withheld. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. In connection with Section 7each consent requested by Tenant, andTenant shall submit to Landlord the terms of the proposed transaction, in additionthe identity of the parties to the transaction, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable documentation for the performance transaction, and all other information reasonably requested by Landlord concerning the proposed transaction and the parties involved. (b) If the Tenant is a privately held corporation, or is an unincorporated association or partnership, the transfer, assignment, or hypothecation of all obligations pursuant to any stock or interest in such corporation, association, or partnership in excess of fifty percent (50%) in the Lease; and (vi) no default by Tenant aggregate shall be deemed an assignment or transfer within the meaning and provisions of this Paragraph 16. For so long as Tenant is a publicly held corporation, the public trading of stock in existence Tenant, shall not be deemed an assignment or transfer within the meaning of this Paragraph. (c) 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) if at the time consent is requested or at any time prior to the granting of consent, there exists an Event of Default by Tenant under this Lease; (2) if the proposed assignee or sublease is a governmental agency; (3) if, in Landlord's reasonable judgment, the use of the request for consent Premises by the proposed assignee or at sublessee would not be comparable to the time types of office use by other tenants in the building or would entail alterations which would materially lessen the value of the actual assignment. leasehold improvements in the Premises; and (4) if, in Landlord's reasonable judgment, the financial worth of the proposed assignee or sublessee (taking into consideration Tenant’s continuing liability and financial ability) does not meet the credit standards applied by Landlord for other tenants under leases with comparable terms, or the character, reputation, or business of the proposed assignee or sublessee is not consistent with the quality of the other tenancies in the Project. (d) If at any time during the Term of this Lease Tenant desires to assign its interest in this LeaseLease or sublet any portion of the Premises (except any assignment or sublease permitted under subparagraph (e) below), it Tenant shall so notify Lessor in writing at least give notice to Landlord setting forth the terms of the proposed assignment or subletting ("Tenant's Notice"). Landlord shall have the option, exercisable by notice given to Tenant within thirty (30) days prior after Tenant's Notice is given ("Landlord's Option Period"), either (1) to consent to the proposed effective date assignment in which event the provisions of subparagraph (g) shall be applicable, or to consent to the assignment. Tenant subletting in which event the provisions of subparagraph (h) shall provide Lessor with: be applicable; (2) in the event of a copy of the proposed assignment, financial information, bank references to terminate this Lease and financial statements to retake possession of the Premises; (3) in the event of a proposed assignee; subletting of a copy portion of the agreements referenced Premises, to not unreasonably withhold Landlord’s consent; or (4) in (v) above; and, such further information as Lessor might request concerning the event of a proposed assignee. Within ten (10) days after Lessor’s receipt subletting of the entire Premises for all required information concerning the proposed assignee, and the satisfaction of or substantially all of the conditions specified remainder of the Term, to terminate this Lease with respect to, and to retake possession of, the space in question, together with, if only a portion of the Premises is involved, such rights of access to and from such portion as may be reasonably required for its use and enjoyment. (ie) through The provisions of subparagraphs (via) and (b) above notwithstanding, Tenant may assign this Lease or sublet the Premises or any portion thereof, with prior notice to Landlord but without the necessity of Landlord's consent and without extending any option to Landlord pursuant to subparagraph (d) above, Lessor to any corporation which controls, is controlled by or is under common control with Tenant, to any corporation resulting from the merger or consolidation with Tenant, or to any person or entity which acquires all or substantially all of the assets of Tenant as a going concern. Notwithstanding the foregoing, if Tenant is bound by commercially reasonable confidentiality restrictions that preclude advance notice of any transaction under this subparagraph (e), Tenant may give notice thereof to Landlord promptly after such restrictions are removed. (f) No sublessee shall have a right further to sublet without Landlord's prior consent, which shall not be unreasonably withheld, and any assignment by a sublessee of its sublease shall be subject to Landlord's prior consent in the following options:same manner as if Tenant were entering into a new sublease. a. To consent to (g) In the proposed case of an assignment with other than under subparagraph (e) above, 50% of any sums or without the imposition other economic consideration received by Tenant as a result of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds shall be paid to Landlord after first deducting the Base Rent then payable under this Lease unamortized cost of leasehold improvements paid for the Premisesby Tenant, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for real estate commissions incurred by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment, reasonable legal fees and any amounts paid to Landlord under subparagraph (j). (h) In the case of a subletting other than under subparagraph (e) above, 50% of any sums or economic consideration received by Tenant as a result of such subletting shall be paid to Landlord after first deducting (1) the rental due hereunder, prorated to reflect only rental allocable to the sublet portion of the Premises, (2) the cost of leasehold improvements made to the sublet portion of the Premises at Tenant's cost, amortized over the term of this Lease except for leasehold improvements made for the specific benefit of the sublessee, which shall be amortized over the term of the sublease, (3) the cost of any real estate commissions incurred by Tenant in connection with such subletting, amortized over the term of the sublease, (4) any reasonable financial concessions made by Tenant to consummate the sublease, and (5) reasonable legal fees not to exceed $20,000 in any one instance and any amounts paid to Landlord under subparagraph (j). (i) Regardless of Landlord's consent, no subletting or assignment shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to pay the rental and to perform all other obligations to be performed by Tenant hereunder. The acceptance of rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto, and such action shall not relieve Tenant of liability under this Lease. (j) In the event Tenant shall assign this Lease or sublet the Premises or request the consent of Landlord to any assignment, subletting, hypothecation or other action requiring Landlord's consent hereunder, then Tenant shall pay Landlord's then reasonable and standard processing fee and Landlord's reasonable attorneys' fees incurred in connection therewith, the combination of which shall not exceed $5,000 in any one instance. (k) Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor Landlord shall have the right to: (a) deem such sublease as merged and canceled and repossess the subject space by any lawful means, or (b) deem such termination as an assignment of such sublease to sellLandlord and not as a merger, assign or otherwise transferand require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If an Event of Default shall occur under this Lease, in whole Landlord is hereby irrevocably authorized, as Tenant's agent and attorney-in‑fact, to direct any subtenants and assignees to make all payments under or in part, its rights and obligations under this Lease and in connection with the Project. In the event Lessor sublease or assignment directly to Landlord (which Landlord shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s apply towards Tenant's obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease).

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract(a) Tenant shall not, Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of LessorLandlord, which shall not be unreasonably withheld or delayed as provided in this Section 15: (a) assign, mortgage, pledge, encumber or otherwise transfer this Lease, the term or estate hereby granted, or any interest hereunder; (b) permit the Premises or any part thereof to be utilized by anyone other than Tenant (whether as concessionaire, franchisee, licensee, permittee or otherwise); or (c) except as hereinafter provided, sublet or offer or advertise for subletting the Premises or any part thereof. Any assignment, mortgage, pledge, encumbrance, transfer or sublease without Landlord’s consent shall be voidable and, at Landlord’s election, shall constitute a default. Notwithstanding the foregoing and Subsections (b) and (c) below, Tenant may assign this Lease or sublet the Premises or a portion thereof, without Landlord’s consent, but with prior written notice, to any corporation, partnership, individual or other entity which controls, is controlled by or is under common control with Tenant; or to any corporation, partnership, individual or other entity, resulting from the merger or consolidation with Tenant; or to any person or entity which acquires all of the assets of Tenant’s business going concern, provided that (i) the assignee or subtenant assumes, in full, the obligations of Tenant under this Lease (or, in the case of a sublease, the non-monetary obligations relevant to the portion of the Premises being subleased), (ii) Tenant remains fully liable under this Lease, (iii) the use of the Lease by such transferee conforms with the requirements of this Lease, and (iv) if Tenant is no longer a viable operating business, the proposed transferee shall have a net worth which is comparable to that of Tenant as of the Lease Date. Provided that Tenant is a corporation, and (i) the stock of Tenant is traded on a national exchange, the transfer of stock in Tenant shall not be considered an assignment, sublease or transfer under the Lease, or (ii) the stock of Tenant is not traded on a national exchange, the collective transfer of fifty percent (50.00%) or less of such stock shall not be considered an assignment, sublease or transfer under this Lease. (b) If at any time or from time to time during the Term of this Lease, Tenant desires to assign this Lease with respect to, or to sublet, all or any part of the Premises, then at least twenty (20) days prior to the date when Tenant desires the assignment or subletting to be effective (the “Transfer Date”), Tenant shall give Landlord a notice (the “Transfer Notice”) which shall set forth the name, address and business of the proposed assignee or subtenant, information (including financial statements and references) concerning the character of the proposed assignee or subtenant, in the case of a proposed sublease, a detailed description of the space proposed to be sublet, which must be a single, self-contained unit (the “Space”), any rights of the proposed assignee or subtenant to use Tenant’s improvements and the like, the Transfer Date, and the fixed rent and/or other consideration and all other material terms and conditions of the proposed assignment or subletting, all in such detail as Landlord may reasonably require, if Landlord promptly (not later than ten (10) business days after receipt of the Transfer Notice) requests additional detail, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional detail. If this Lease or any interest in this Lease is sold, assigned or transferred by Tenant, or Tenant subleases any part of the Premises, without Landlord’s consent, Landlord may, cumulative of any other right or remedy available to Landlord, elect to terminate this Lease (as it affects the portion of the Premises sought to be sublet or assigned) as of the effective date of the proposed transfer. Landlord’s acceptance of any name for listing on the Building directory will not be deemed, not will it substitute for, Landlord’s consent, as required by this Lease, to any sublease, assignment or other occupancy of the Premises. (c) Landlord shall be permitted to consider any reasonable factor in determining whether or not to withhold its consent to a proposed assignment or sublease and Landlord shall make such determination within twenty (20) days following Landlord’s receipt of the Transfer Notice. The failure of Landlord to deliver written notice of such determination within such time period shall be deemed Landlord’s disapproval thereof. Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent if Landlord establishes that any of the following conditions are not satisfied: (1) The proposed use by the transferee shall (i) comply with Tenant’s permitted use, (ii) not materially increase the likelihood of damage or destruction, (iii) not materially increase the density of occupancy of the Premises or increase the amount of pedestrian and other traffic through the Building beyond the limits for which the Building was designed, (iv) not be likely to cause an increase in insurance premiums for insurance policies applicable to the Building, unless paid for by Tenant or the transferee, (v) not require new tenant improvements incompatible with then-existing Building systems and components, unless paid for by Tenant or the transferee, (vi) unless paid by Tenant or the transferee, not require Landlord to make material modifications to the Building outside of the Premises (in order, for example, to comply with laws such as the ADA), and (viii) not otherwise have or cause a material adverse impact on the Premises, the Building, the Project, or Landlord’s interest therein (2) The proposed transferee shall not be a foreign government entity, (3) Any ground lessor or mortgagee whose consent to such transfer is required fails to consent thereto, notwithstanding Landlord’s good faith and diligent efforts to obtain such consent. (d) Provided Landlord has consented to such assignment or subletting, Tenant shall be entitled to enter into such assignment or sublease with the third party identified in the Transfer Notice subject to the following conditions: (1) At the time of the transfer, no event of monetary default or monetary material default under this Lease (following the giving of notice and passage of the applicable cure period under Section 24) shall have occurred and be continuing; (2) The assignment or sublease shall be on the same terms substantially set forth in the Transfer Notice given to Landlord; (3) No assignment or sublease shall be valid and no assignee or sublessee shall take possession until an executed counterpart of the assignment or sublease has been delivered to Landlord; (4) No assignee or sublessee shall have a right further to assign or sublet without Landlord’s consent thereto in each instance, which consent may in the case of a future assignment should not be unreasonably withheld or delayed. In addition, ; (5) Any assignee shall have assumed in writing the obligations of Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer under this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any transfer Lease; (6) Any subtenant shall have agreed in writing to comply with all applicable terms and conditions of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require with respect to the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if:Space; (i7) The proposed assignee has a net worth at least equal In the event Tenant sublets the entire Premises or any part thereof, and where the Landlord’s consent is otherwise required, Tenant shall deliver to Tenant and Tenant’s Guarantor(s) Landlord fifty percent (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s50.00%) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least any excess rent within thirty (30) days prior of Tenant’s receipt thereof pursuant to such subletting. As used herein, “excess rent” shall mean any sums or economic consideration per square foot of the Premises received by Tenant pursuant to such subletting in excess of the amount of the rent per square foot of the Premises payable by Tenant under this Lease applicable to the proposed effective date part or parts of the assignment. Premises so sublet; provided, however, that no excess payment shall be payable until Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of have recovered therefrom all of the conditions specified in (i) through (vi) abovecosts incurred by Tenant for brokerage commissions, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if tenant improvement work approved by Landlord, reasonable grounds exist thereforrent concessions, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ attorneys fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignmentreasonable marketing fees, incurred in connection conjunction with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.; and

Assignment and Subletting. Since Lessor wishes the party (a) Except as otherwise provided in possession of this P▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ shall not assign this Lease, or any interest, voluntarily or involuntarily, and shall not sublet the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the agents and servants of Lessee excepted) to occupy or use the Premises Premises, or any portion thereof, without the prior written consent of LessorLessor in each instance pursuant to the terms and conditions set forth below, which consent may shall not be unreasonably withheld or delayed. In addition, Tenant may notsubject to the following provisions; provided, voluntarily or by operation of lawhowever, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment Lessee shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing assign this Lease, or any interest, voluntarily or involuntarily, and shall not sublet the date Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the agents and servants of Lessee excepted) to occupy or use the Premises, or any portion thereof, if Lessee shall be in default under this Lease past any applicable cure period. (b) Prior to any assignment or sublease which Lessee desires to make, other than a Permitted Transfer (as defined in Paragraph 18(f) below), Lessee shall provide to Lessor the name and address of the proposed assignmentassignee or sublessee, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant true and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance complete copies of all obligations pursuant documents relating to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires Lessee’s prospective agreement to assign this Leaseor sublease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the a then current financial statement for such proposed assignmentassignee or sublessee, financial information, bank references and financial statements any other relevant information reasonably requested by Lessor within five (5) days after receipt of notice of the proposed assignee; a copy assignment or sublease and Lessee shall specify all consideration to be received by Lessee for such assignment or sublease in the form of lump sum payments, installments of rent, or otherwise. For purposes of this Paragraph 18, the agreements referenced in (v) above; and, term “consideration” shall include all money or other consideration received by Lessee for such further information as Lessor might request concerning the proposed assigneeassignment or sublease. Within ten (10) days after Lessor’s the receipt of all required information concerning the proposed assigneesuch documentation and other information, and the satisfaction of all of the conditions specified Lessor (1) shall notify Lessee in (i) through (vi) above, writing that Lessor shall have the following options: a. To elects to consent to the proposed assignment with or without sublease subject to the imposition of one or more conditionsterms and conditions hereinafter set forth; or b. To refuse to consent if (2) shall notify Lessee in writing that Lessor refuses such consent, specifying reasonable grounds exist thereforfor such refusal; or (3) except with respect to a Permitted Transferee, if at the time Lessee requests that Lessor consent to an assignment or sublease for all or substantially all of the remaining Lease Term, Lessee is not conducting on-going operations for the use permitted in Paragraph 9, above, in at least fifty-one percent (51%) of the Building, Lessor may notify Lessee that Lessor elects to terminate this Lease, provided that if with respect to a proposed sublease of a portion of the conditions specified in (i) through (vi) above are not satisfied, Premises Lessor’s consent termination right shall apply only to the proposed assignment may sublease space, and specifying the effective date of termination which shall be withheld or granted in its sole and absolute discretionthe same as the commencement date of the proposed sublease. If Lessor consents elects to terminate this Lease pursuant to the proposed assignment andforegoing provision, if upon the Base Rent due effective date of termination, Lessor and payable by Lessee shall each be released and discharged from any assignee under any such permitted assignment (liability or combination of obligation to the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations accruing thereafter with respect to the Premises paid or the portion thereof to which the termination applies, except for any obligations then outstanding and except for any indemnity obligations which survive the expiration or termination of this Lease by the Tenant to enable such sublease or assignmentexpress terms hereof, incurred in connection and Lessee agrees that Lessor may enter into a direct lease with such permitted proposed assignee or sublessee without any obligation or liability to Lessee. In deciding whether to consent to any proposed assignment or sublease, all Lessor may take into account whether reasonable conditions have been satisfied, including, but not limited to, the following: (1) In Lessor’s reasonable judgment, the proposed assignee or subtenant is engaged in such a business, that the Premises, or the relevant part thereof, will be used in such a manner which complies with Paragraph 9 (Use) and Lessee or the proposed assignee or sublessee submits to Lessor documentary evidence reasonably satisfactory to Lessor that such proposed use constitutes a permitted use of the Premises pursuant to the ordinances and regulations of the City of Menlo Park; (2) The proposed assignee or subtenant is a reputable entity or individual with sufficient financial net worth so as to reasonably indicate that it will be able to meet its obligations under this Lease or the sublease in a timely manner; (3) If at the time of the proposed transfer, Lessor has substantially similar space available for rent in the Menlo Business Park, the proposed assignee or subtenant is not a tenant of the Building or any other building in the Menlo Business Park; and, (4) The proposed assignment or sublease is approved by Lessor’s mortgage lender if such excess rent and other excess consideration lender has the right to approve or disapprove proposed assignments or subleases. Lessor shall use its good faith efforts to obtain such approval from its lender within ten (10) days following after receipt thereof by Tenant. Lessor shall have of Lessee’s written request for consent and the right documentation and information referred to sellin the first sentence of Paragraph 18(b) above. (c) As a condition to Lessor’s granting its consent to any assignment or sublease, assign except with respect to any Permitted Transferees, (1) Lessor may require that Lessee pay to Lessor, as and when received by Lessee, fifty percent (50%) of the amount of any excess of the consideration received by Lessee in connection with said assignment or otherwise transfer, in whole or in part, its rights sublease over and obligations under above the Monthly Base Rent and Additional Rent fixed by this Lease and payable by Lessee to Lessor, after deducting (A) a standard leasing commission payable by Lessee in consummating such assignment or sublease, (B) the Projectcost of reasonable tenant improvements performed specifically for the sublease and required to be made to the Premises to effectuate the sublease, provided that such improvements are performed in compliance with Paragraph 15(d) of this Lease, and (C) reasonable attorneys’ fees incurred by Lessor in negotiating and reviewing the assignment or sublease documentation; and (2) Lessee and the proposed assignee or sublessee shall demonstrate to Lessor’s reasonable satisfaction that each of the criteria referred to in subparagraph (b) above is satisfied. (d) Each assignment or sublease agreement to which Lessor has consented shall be an instrument in writing in form satisfactory to Lessor, and shall be executed by both Lessee and the assignee or sublessee, as the case may be. Each such assignment or sublease agreement shall recite that it is and shall be subject and subordinate to the provisions of this Lease, that the assignee or sublessee accepts such assignment or sublease, that Lessor’s consent thereto shall not constitute a consent to any subsequent assignment or subletting by Lessee or the assignee or sublessee, and, except as otherwise set forth in a sublease approved by Lessor, agrees to perform all of the obligations of Lessee hereunder (to the extent such obligations relate to the portion of the Premises assigned or subleased), and that the termination of this Lease shall, at Lessor’s sole election, constitute a termination of every such assignment or sublease. (e) In the event Lessor shall sellconsent to an assignment or sublease, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee Lessee shall nonetheless remain primarily liable for all obligations and liabilities of Lessor’s obligations Lessee under this Lease, including but not limited to the payment of Rent. (f) Notwithstanding the foregoing, Lessee may, without Lessor’s prior written consent and without any participation by Lessor in assignment and subletting proceeds, but with prior notice and documentation, as required pursuant to this Paragraph 18(f), provided to Lessor, sublet a portion or the entire Premises or assign this Lease to (i) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Lessee (“affiliate”); (ii) to (1) Lessee shall have no liability following not be in default hereunder past any applicable cure period at the date time of the sublease or assignment; (2) in the case of an assignment or subletting to an affiliate, Lessee shall remain liable to Lessor hereunder if Lessee is a surviving entity; (3) the transferee or successor entity (in each case, if different than Lessee) shall expressly assume in writing all of Lessee’s obligations hereunder; and (4) Lessee shall provide Lessor with prior notice of such assignment proposed transfer and deliver to Lessor all documents reasonably requested by Lessor relating to such transfer, including but not limited to documentation sufficient to establish such proposed transferee’s (other than an affiliate) then current verifiable net worth prior to the transfer at least equal to that of Lessee on the Commencement Date of this Lease, or, if less, financial resources sufficient, in Lessor’s reasonable good faith judgment, to perform its covenants the obligations under the assignment or sublease, as applicable; provided, however, that Lessee not be required to comply with the foregoing requirements regarding net worth or financial resources if the entity acquiring Lessee shall provide a guaranty of this Lease. (g) Neither the sale nor transfer of Lessee’s capital stock shall be deemed an assignment, subletting, or other transfer of this Lease or the Premises, provided, that in the event of the sale, transfer or issuance of Lessee’s securities in connection with a transaction described in Paragraph 18(f), the conditions set forth in Paragraph 18(f) shall apply. (h) Subject to the provisions of this Paragraph 18 any assignment or sublease (if such consent is required hereunder) without Lessor’s prior written consent shall at Lessor’s election be void. The consent by Lessor to any assignment or sublease shall not constitute a waiver of the provisions of this Paragraph 18, including the requirement of Lessor’s prior written consent, with respect to any subsequent assignment or sublease. If Lessee shall purport to assign this Lease, or sublease all or any portion of the Premises, or permit any person or persons other than Lessee to occupy the Premises, without Lessor’s prior written consent (if such consent is required hereunder), Lessor may collect Rent from the person or persons then or thereafter occupying the Premises and apply the net amount collected to the Rent reserved herein, but no such collection shall be deemed a waiver of Lessor’s rights and remedies under this Paragraph 18, or the acceptance of any such purported assignee, sublessee, or occupant, or a release of Lessee from the further performance by Lessee of covenants on the part of Lessee herein contained. (i) Lessee shall not hypothecate or encumber its interest under this Lease or any rights of Lessee hereunder, or enter into any license or concession agreement respecting all or any portion of the Premises, without Lessor’s prior written consent which consent Lessor may grant or withhold in Lessor’s absolute discretion without any liability to Lessee. Lessee’s granting of any such encumbrance, license, or concession agreement shall constitute an assignment for purposes of this Paragraph 18. (j) In the event of any sale or exchange of the Premises by Lessor and assignment of this Lease by Lessor, Lessor shall, upon providing Lessee with written confirmation that the assignee has assumed all obligations of Lessor under this Lease and Lessor has delivered any Security Deposit held by Lessor to Lessor’s successor in interest, be and hereby is entirely relieved of all liability under any and all of Lessor’s covenants and obligations contained in or derived from this Lease with respect to the period commencing with the consummation of the sale or exchange and assignment. (k) Lessee hereby acknowledges that the foregoing terms and conditions are reasonable and, therefore, that Lessor has the remedy described in California Civil Code Section 1951.4 (Lessor may continue the Lease in effect after Lessee’s breach and abandonment and recover Rent as it becomes due, if Lessee has the right to sublet or assign, subject only to reasonable limitations).

Assignment and Subletting. Since Lessor wishes (a) Subject to the party in possession further provisions of this Article 9, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage, or encumber this lease or any of its rights or estates hereunder, sublet the Demised Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any part of thereof, or suffer, or permit, the Premises Demised Premises, or any part thereof, to be used or occupied by others, without the prior written consent of LessorLandlord in each instance, which except as otherwise provided in this lease. If this lease be assigned, or if the Demised Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant, or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, subletting, occupancy, or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, subtenant, or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Landlord's consent may not to an assignment or subletting shall not, in any wise, be unreasonably withheld construed to relieve Tenant from obtaining Landlord's express written consent to any further assignment or delayedsubletting, to the extent such consent is required pursuant to the terms of this lease. In additionno event shall any permitted sublessee assign or encumber its sublease, Tenant may notfurther sublet all or any portion of its sublet space, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease suffer or permit the sublet space, or any part thereof, to be used or occupied by others, without the Landlord's prior written consent of Lessor. If Tenant is in each instance which will be granted or denied on the same basis as a similar request by Tenant, except that Landlord's consent shall not be required with respect to any assignment, sublease or occupancy by others if such consent would not be required for a natural personsimilar transaction made by Tenant. (b) As used in this Article, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change except in the identity definition of the persons term "Related Entity," the word "control," (including the derivations of the word "control," such as "controlling" "controlled by" or "under common control with" or words of like import) shall mean: (i) having ownership of more than 50% of the power to participate in outstanding voting capital stock of a corporation or more than 50% of the management beneficial interests of Tenant, or in the election or appointment of directors, managers, trustees or any other persons exercising like functions in the management of Tenant, entity or (ii) who beneficially own the ability effectively to control or direct the business decisions of such corporation or entity. The term "Related Entity" shall mean an entity which controls, is controlled by or is under common control with Tenant, which for purposes hereof shall mean (x) ownership interests in the by Tenant which represent a majority of more than 40% of the aggregate outstanding voting power capital stock of all ownership a corporation or more than 40% of the beneficial interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: other entity and (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (iiy) the proposed assignee is creditworthy considering ability to effectively control or direct the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all decisions of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign corporation or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Leaseentity.

Assignment and Subletting. Since Lessor wishes 9.1 Tenant shall not have the party in possession of the Premises right to be bound assign or pledge this Lease or to Lessor by direct privity of contract, Tenant may not sublease or license sublet the whole or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, whether voluntarily or by operation of law, assignor permit the use or occupancy of the Premises by anyone other than Tenant, mortgageTenant’s employees, pledge agents and invitees, and shall not make, suffer or otherwise transfer this Lease permit such assignment, subleasing or occupancy without the prior written consent of Lessor. If Tenant is Landlord, such consent not a natural personto be unreasonably withheld, then and said restrictions shall be binding upon any transfer and all assignees of this the Lease by merger, consolidation or liquidation shall constitute an assignment and subtenants of this Lease, and, as such, shall require the prior written consent of LessorPremises. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If event Tenant desires to sublet, or permit such other occupancy of, the Premises, or any portion thereof, or assign this Lease, it Tenant shall so notify Lessor in writing give written notice thereof to Landlord at least thirty (30) days but no more than one hundred twenty (120) days prior to the proposed effective commencement date of such subletting or assignment, which notice shall set forth the assignment. Tenant shall provide Lessor with: a copy name of the proposed assignmentsubtenant or assignee, the relevant terms of any sublease or assignment and copies of financial information, bank references reports and other relevant financial statements information of the proposed subtenant or assignee; a copy . 9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the agreements referenced rent specified in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, this Lease and the satisfaction of for compliance with all of its other obligations under the conditions specified in (i) through (vi) aboveterms, Lessor shall have provisions and covenants of this Lease. Upon the following options: a. To consent to the proposed assignment with or without the imposition occurrence of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment andan Event of Default, if the Base Rent Premises or any part of them are then assigned or sublet, Landlord, in addition to any other remedies provided in this Lease or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable becoming due to Tenant under such assignment plus or sublease and apply such rent against any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable sums due to Landlord from Tenant under this Lease for Lease, and no such collection shall be construed to constitute a novation or release of Tenant from the Premises, Tenant shall pay to Lessor, after Tenant has recouped all further performance of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.

Assignment and Subletting. Since Lessor wishes (a) Tenant shall not have the party in possession of the Premises right to be bound to Lessor by direct privity of contractassign, Tenant may not sublease sublet, transfer or license the whole encumber this lease, or any part of the Premises interest therein, without the prior written consent of LessorLandlord, which consent may shall not be unreasonably withheld withheld, conditioned, or delayed. In additionAny attempted assignment, subletting, transfer or encumbrance by Tenant may in violation of the terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant’s interest in this lease (after deduction of the reasonable costs of said subletting or assignment, including but not limited to demising costs, free rent, leasing commissions, subtenant allowances, etc.) shall be paid one-half to Landlord and one-half to Tenant, whether such assignment, subletting or other transfer is consented to by Landlord or not, voluntarily unless Landlord agrees to the contrary in writing. Any assignment, subletting or by operation other transfer of law, assign, mortgage, pledge or otherwise transfer Tenant’s interest in this Lease without the prior written consent of Lessor. If Tenant is shall be for an amount not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity less than eighty percent (80%) of the persons (i) having rate for similar space within the power Development then being quoted by Landlord to participate in the management of Tenant, or in public. These covenants shall run with the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, land and shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to bind Tenant and Tenant’s Guarantor(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 (if any) all such assignees, sublessees and transferees being hereinafter referred to as “successors”), by 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 the date of signing this Lease, or the date of the proposed Paragraph. No assignment, whichever is greater; (ii) subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use occurrence of an “event of default” as hereinafter defined, if the Premises will comply with Section 7or any part thereof are then assigned or sublet, andLandlord, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted addition to any other tenant(s) remedies herein provided, as provided by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the Building; (v) Tenant and further performance of Tenant’s Guarantor(sobligations hereunder. (b) (if any) acknowledge in writing that they will remain liable for the performance of all obligations If this lease is assigned to any person or entity pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time provisions of the request for consent Bankruptcy Code 11 U.S.C. 101 et seq., (The “Bankruptcy Code”) any and all monies or at the time of the actual assignment. If Tenant desires other considerations payable or otherwise to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred delivered in connection with such permitted assignment shall be paid or subleasedelivered 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) Any person or entity to which this lease is assigned pursuant to the provisions of the Bankruptcy Code, shall be deemed, without further act or deed, to have assumed all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations arising under this Lease lease on and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following after the date of such assignment assignment. Any such assignee shall upon demand execute and deliver to perform its covenants under this LeaseLandlord an instrument confirming such assumption.

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract, (a) Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may shall not, voluntarily or by operation of lawlaw or otherwise, assign, mortgage, pledge or otherwise transfer encumber this Lease and shall not sublet all or any portion of the Premises or permit the Premises or any part thereof to be used or occupied by others without the Landlord’s prior written consent of Lessorin each instance. If this Lease is assigned, or if the Premises or any part thereof are sublet or occupied by anybody other than Tenant is not in violation of the terms hereof, Landlord may collect rent from the assignee, undertenant 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 natural person, then any transfer waiver of this Lease covenant, or the acceptance of the assignee, undertenant or occupant as Tenant, or a release of Tenant from the further performance by mergerTenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, consolidation or liquidation otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance. (b) Any transfer or assignment, whether made in one (1) transaction or in a series of transactions, which results in a transfer or assignment of fifty percent (50%) or more of the voting interests or control of Tenant, or any permitted subtenant or assignee of this Lease, shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, Lease or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenantsublease requiring Landlord’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Leaseconsent.

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract, 16.01 Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In addition, Tenant may will not, voluntarily or by operation of law, assign, mortgagesell, pledge convey, sublet or otherwise transfer all or any part of Tenant’s right or interest in this Lease Lease, or allow any other person or entity to occupy or use 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 LessorLandlord shall be void. If Tenant Without limiting the generality of the definition of “Transfer,” it is not agreed that each of the following shall be deemed a natural person, then any transfer “Transfer” for purposes of this Lease Article 16: (a) an entity other than Tenant becoming the tenant hereunder by merger, consolidation consolidation, or liquidation other reorganization; and (b) a transfer of any ownership interest in Tenant (unless Tenant is an entity whose stock is publicly traded). Tenant shall constitute 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 of its interest in this Lease. Regardless of whether consent by Landlord is granted in connection with any Transfer, no 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. Similarly, no Transfer, with or without the consent of Landlord, shall release any guarantor from its obligations under its guaranty. Upon any assignment or 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), not to exceed $1,000 per transfer or request to transfer. 16.03 Any consideration paid to Tenant for assignment of this Lease, andless 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 to a Transfer, terminate this Lease (or, as suchto a partial subletting, shall require terminate this Lease as to the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity portion of the persons (i) having the power Premises proposed to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if anysublet) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations Transfer was to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignmenteffective. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under Landlord terminates this Lease for as to only a portion of the Premises, then (a) this Lease shall cease as to such portion of the Premises, (b) Tenant shall pay to Lessor, after Tenant has recouped Landlord all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions Base Rent and other amounts accrued through the cost of any alterations termination date relating to the portion of the Premises paid for covered by the proposed Transfer, and (c) Tenant shall execute, upon request of Landlord, an amendment hereto setting forth matters related to enable such sublease partial termination. Landlord may physically separate the recaptured portion of the Premises and lease such portion of the Premises to the prospective transferee (or assignmentto any other person) without liability to Tenant. 16.05 Upon the occurrence of a Default, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer if the Premises or any portion thereof are sublet, Landlord may, at its option and in addition and without prejudice to any other remedies herein provided or provided by Law, collect directly from the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of sublessee(s) all rentals becoming due Tenant and apply such assignment rentals against other sums due hereunder to perform its covenants under this LeaseLandlord.

Assignment and Subletting. Since Lessor wishes the party in possession (a) Other than an assignment, transfer or sublet to a successor or assign of the Premises Lessee that agrees to assume and be bound by the terms of this Lease, Lessee shall not voluntarily, involuntarily, or by operation of law, assign, transfer, mortgage or otherwise encumber (herein collectively referred to Lessor by direct privity as an "assignment") this Lease or any interest of contractLessee herein, Tenant may in whole or in part, not sublease or license sublet the whole or any part of the leased Premises, not permit the leased Premises or any part thereof to be used or occupied by others, without first obtaining in each and every instance the prior written consent of Lessor, which consent may will not be unreasonably withheld or delayed. In additionAny consent by Lessor to an assignment or subletting or use or occupancy by others shall be held to apply only to the specific transaction thereby authorized and shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting or ▇▇▇ or occupancy by others, Tenant may notincluding, voluntarily but not limited to a subsequent assignment or subletting by operation any trustee, receiver, liquidator, or personal representative of lawLessee, assign, mortgage, pledge or otherwise transfer nor shall the references anywhere in this Lease to subtenants, licensees and concessionaires be construed as a consent by Lessor to an assignment. If this Lease or any interest herein be assigned or if the leased Premises or any part thereof be sublet or used or occupied by anyone other than Lessee without the Lessor's prior written consent having been obtained thereto, Lessor may nevertheless collect rent (including, but not limited to, Basic Monthly Rent, and Additional Rent) from the assignee, sublessee, user or occupant and apply the net amount collected to the rents herein reserved, and furthermore in any such event Lessee shall pay to lessor monthly, as additional rent, the excess of Lessor. If Tenant is the consideration received or to be received , during such month for such assignment, sublease or occupancy (whether or not a natural person, then any transfer of denoted as rent) over the rental reserved for such month in this Lease applicable to such portion of the leased Premises so assigned, sublet or occupied. No such assignment, subletting, use, occupancy or collection shall be deemed a waiver of the covenant herein against assignment, subletting or use or occupancy by mergerother, consolidation or liquidation shall the acceptance of the assignee, subtenant, user or occupant as lessee hereunder or constitute an assignment a release of Lessee from the further performance by Lessee of the terms and provisions of this Lease. If this Lease or any interest of Lessee herein be assigned or if the whole or any part of the Leased premises be sublet or used or occupied by others, and, as such, shall require the after having obtain Lessor's prior written consent of Lessor. In additionthereto, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, Lessee shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will nevertheless remain fully liable for the full performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant to be performed by Lessee and Lessee shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of not be released therefrom in any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Leasemanner.

Assignment and Subletting. Since Lessor wishes (a) Tenant shall not assign this Lease or any interest herein or sublet the party in possession Premises or any part thereof without the prior consent of Landlord, which consent shall not be unreasonably withheld; Tenant shall not hypothecate this Lease or any interest herein or permit the use of the Premises by any party other than Tenant without the prior consent of Landlord, which consent may be withheld by Landlord in its discretion. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law without the consent of Landlord. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. In connection with each consent requested by ▇▇▇▇▇▇, ▇▇▇▇▇▇ shall submit to Landlord the terms of the proposed 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 information reasonably requested by ▇▇▇▇▇▇▇▇ concerning the proposed transaction and the parties involved therein. As a further condition to any consent granted by ▇▇▇▇▇▇▇▇, the proposed assignee or sublessee shall agree in writing to perform for the benefit of Landlord all of the Tenant's obligations under this Lease or so much thereof as are allocable to any portion of the Premises proposed to be bound sublet. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇'s consent shall not be required, and Landlord shall not have the recapture right provided below in subparagraph (c) of this Paragraph, in the case of a registered public offering of Tenant's stock, the merger of Tenant into or with another entity, or a sale of all or substantially all of the assets or stock of Tenant as a going concern, provided, in the case of any such offering, merger or sale, that Tenant is not in default hereunder, and that Tenant or the merged entity, in the case of the issuance or sale of stock or a merger, or the purchaser of Tenant's assets, has a net worth equal to Lessor or in excess of $1,000,000 following the conclusion of such transaction and any related transactions. (b) 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 entail any alterations which would lessen the value of the leasehold improvements in the Premises, or would require increased services by direct privity Landlord; (3) in Landlord's reasonable judgment, the financial worth of contractthe proposed assignee or sublessee does not meet the credit standards applied by Landlord for other tenants under leases with comparable terms, or the character, reputation or business of the proposed assignee or sublessee is not consistent with the quality of the other tenancies in the Building; (4) in Landlord's reasonable judgment, the proposed assignee or sublessee does not have a good reputation as a tenant of property; (5) Landlord has received from any prior lessor to the proposed assignee or subtenant a negative report concerning such prior ▇▇▇▇▇▇'s experience with the proposed assignee or subtenant; (6) Landlord has experienced previous defaults by or is in litigation with the proposed assignee or subtenant; (7) the use of the Premises by the proposed assignee or subtenant will violate any applicable law, ordinance or regulation; (8) the proposed assignee or subtenant is a person with whom Landlord is negotiating to lease space in the Building or is currently a tenant in the Building; (9) Tenant may not sublease is in default of any obligation of Tenant under this Lease, or license Tenant has defaulted under this Lease on three or more occasions during the whole 12 months preceding the date that Tenant shall request consent; or (10) in the case of a subletting of less than the entire Premises, if the subletting would result in the division of the Premises into more than two subparcels or would require access to be provided through space leased or held for lease to another tenant or improvements to be made outside of the Premises. (c) If at any time or from time to time during the term of this Lease Tenant desires to sublet all or any part of the Premises without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed. In additionPremises, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without shall give notice to Landlord setting forth the prior written consent of Lessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity terms of the persons (i) having proposed subletting and the power space so proposed to participate in be sublet. Landlord shall have the management of Tenantoption, or in exercisable by notice given to Tenant within 20 days after ▇▇▇▇▇▇'s notice is given, to terminate the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority Lease as to that portion of the aggregate voting power of all ownership interests of the TenantPremises proposed to be sublet, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) effective as of the date of signing the proposed subletting. Landlord may enter into a lease with the proposed subtenant. If ▇▇▇▇▇▇ proposes to assign this Lease, or Landlord may, by notice given within 20 days of Tenant's notice, elect to terminate this Lease as of the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under . If Landlord so terminates this Lease, Landlord may, if it elects, enter into a new lease covering the Premises or a portion thereof with the intended assignee or subtenant 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 person; (iii) the proposed assignee has experience and expertise in operating a business similar such event, Tenant shall not be entitled to that being conducted in the Premises; (iv) the use any portion of the Premises will comply 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 Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted respect to any real estate brokerage commission(s) or any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default costs or expenses incurred by Tenant shall be in existence at the time of the request for consent connection with its proposed subletting or at the time of the actual assignment. If Tenant desires Landlord does not exercise its options to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under terminate this Lease for or sublet the Premises, Tenant shall pay be free to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and sublet such space to any third party on the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and same terms set forth in the Project. In notice given to Landlord, subject to obtaining Landlord's prior consent as hereinabove provided. (d) As used in this paragraph, the event Lessor term "assign" or "assignment" shall sellinclude, assign without limitation, any sale, transfer or otherwise transfer the Premises other disposition of all or the Project, upon assumption by Lessor’s transferee any portion of Lessor’s obligations Tenant's estate under this Lease, Lessor shall have no liability following whether voluntary or involuntary, and whether by operation of law or otherwise including any of the date of such assignment to perform its covenants under this Lease.following:

Assignment and Subletting. Since Lessor wishes A. Tenant shall not have the party in possession of the Premises right to be bound assign or pledge this Lease or to Lessor by direct privity of contract, Tenant may not sublease or license sublet the whole or any part of the Premises without the prior written consent of LessorPremises, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, whether voluntarily or by operation of law, assignor permit the use or occupancy of the Premises by anyone other than Tenant, mortgage, pledge or otherwise transfer this Lease without the prior written consent of LessorLandlord, which consent shall be based upon Landlord's reasonable subjective consent. If Tenant is not a natural person, then Such restrictions shall be binding upon any transfer of this Lease by merger, consolidation assignee or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessorsubtenant to which Landlord has consented. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If event Tenant desires to sublet the Premises, or any portion thereof, or assign this Lease, it Tenant shall so notify Lessor in writing give written notice thereof to Landlord at least thirty (30) days prior to the proposed effective commencement date of such subletting or assignment for the assignment. Tenant purpose of obtaining Landlord's written consent, which notice shall provide Lessor with: a copy set forth the name of the proposed assignmentsubtenant or assignee, the relevant terms of any sublease and copies of financial information, bank references reports and other relevant financial statements information of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed subtenant or assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor Landlord shall have the following options: a. To consent respond to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration Tenant's request within ten (10) business days following of its receipt of same. Failure of Landlord to respond within such time shall be deemed a denial of consent. Notwithstanding any permitted assignment or subletting or other conduct of Landlord, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an Event of Default, as hereinafter defined, if the Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant. Lessor 's obligations hereunder. B. In addition to, but not in limitation of, Landlord's right to approve of any subtenant or assignee, Landlord shall have the right to sell, assign or otherwise transferoption, in whole its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in partthe case of a proposed subletting of less than the entire Premises, its rights and obligations under to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within thirty (30) days following Landlord's receipt of Tenant's written notice as required above. If this Lease shall be terminated with respect to the entire Premises pursuant to this paragraph, the term of this Lease shall end on the date stated in Tenant's notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the term hereof; provided, however, that effective on such date Tenant shall pay Landlord all amounts, as estimated by Landlord, payable by Tenant to said expiration date, with respect to taxes, insurance, repairs, maintenance, restoration and in other obligations, costs or charges which are the Projectresponsibility of Tenant hereunder. In the event Lessor shall sell, assign or otherwise transfer the Premises or the ProjectFurther, upon assumption by Lessor’s transferee of Lessor’s any such cancellation, Landlord and Tenant shall have no further obligations or liabilities to each other under this Lease, Lessor shall have no liability following except with respect to obligations or liabilities which accrued hereunder as of such cancellation date (in the same manner as if such cancellation date were the date originally fixed in this Lease for the expiration of such assignment to perform its covenants the term hereof). If Landlord recaptures under this paragraph only a portion of the Premises, the rent during the unexpired term hereof shall ▇▇▇▇▇ proportionately based on the rent per square foot contained in this Lease as of the date immediately prior to such recapture. C. For purposes of this Lease, an assignment of this Lease by Tenant (or either of them) shall be deemed to include the following, whether accomplished directly or indirectly: (a) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, in the aggregate on a cumulative basis, or the dissolution of the partnership, and (b) if Tenant is a corporation (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), the: (i) dissolution, merger, consolidation or other reorganization of Tenant or (ii) sale or other transfer of more than a cumulative aggregate of 49% of the voting shares of Tenant.

Assignment and Subletting. Since Lessor wishes A. Tenant shall not have the party in possession of the Premises right to be bound assign or pledge this Lease or to Lessor by direct privity of contract, Tenant may not sublease or license sublet the whole or any part of the Premises without the prior written consent of LessorPremises, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, whether voluntarily or by operation of law, assignor permit the use or occupancy of the Premises by anyone other than Tenant, mortgage, pledge or otherwise transfer this Lease without the prior written consent of LessorLandlord, which consent shall not be unreasonably withheld, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. If In the event Tenant desires to sublet the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In no event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the Premises if the rent is not determined in whole or in part based upon the income or profits derived by the sublessee (other than a natural personrent based on a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, then any transfer Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of this Lease by mergerthe rent herein specified and for compliance with all of its other obligations under the terms, consolidation or liquidation shall constitute an assignment provisions and covenants of this Lease, and, . Upon the occurrence of an “event of default” (as such, shall require the prior written consent of Lessor. In additionhereinafter defined), if the Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. Tenant shall pay to Landlord, on demand, a reasonable service charge for the processing of the application for the consent and for the preparation of the consent. Such service charge shall be collectible by Landlord only where consent is granted by Landlord. B. Intentionally left blank C. In addition to, but not a natural personin limitation of, Landlord’s right to approve of any change subtenant or assignee, Landlord shall have the option, in its sole discretion, in the identity event of the persons (i) having the power any proposed subletting or assignment, to participate in the management of Tenantterminate this Lease, or in the election or appointment case of directorsa proposed subletting of less than the entire Premises, managers, trustees or other persons exercising like functions in to recapture the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority portion of the aggregate voting power of all ownership interests of the TenantPremises to be sublet, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, the subletting or the date of the proposed assignment, whichever assignment is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant effective. The option shall be in existence exercised, if at the time of the request for consent or at the time of the actual assignment. If all, by Landlord giving Tenant desires to assign this Lease, it shall so notify Lessor in writing at least written notice thereof within thirty (30) days prior following Landlord’s receipt of Tenant’s written notice and accompanying information as required above. If this Lease shall be terminated with respect to the proposed entire Premises pursuant to this Paragraph, the Term shall end on the date stated in Tenant’s notice as the effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced sublease or assignment as if that date had been originally fixed in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the expiration of the Term. If Landlord recaptures under this Paragraph only a portion of the Premises, the rent during the unexpired Term shall ▇▇▇▇▇ proportionately. Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding commission which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises are recaptured pursuant hereto and rented by Landlord to the proposed tenant or any other tenant. In the event of the recapture of a portion of the Premises by Landlord pursuant to the terms of this Paragraph, Tenant shall pay all costs associated with the separation of the recaptured premises from the portion not recaptured, including, but without limitation, the cost of all demising partitions, changes in lighting and HVAC Systems and all reasonable architectural and/or engineering fees. D. In the event that Tenant sublets, assigns or otherwise transfers its interest in this Lease and at any time receives Excess Rent, Tenant shall pay to Lessor, after Tenant has recouped all Landlord one hundred percent (100%) of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten Excess Rent (10less leasing costs) days following receipt thereof as received by Tenant. Lessor Tenant shall furnish Landlord with a sworn statement, certified by an officer of Tenant or an independent certified public accountant, setting forth in detail the computation of Excess Rent, and Landlord, or its representatives, shall have access to the right to sellbooks, assign or otherwise transfer, records and papers of Tenant in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.relation thereto,

Assignment and Subletting. Since Lessor wishes (A) Tenant shall not assign, mortgage, or hypothecate this Lease or any interest therein, or otherwise transfer any legal or equitable interest in this Lease, nor shall Tenant sublet the party in possession of the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole demised premises or any part thereof, whether voluntarily or involuntarily or by operation of the Premises law, without the prior written consent of LessorLandlord. Landlord may grant, withhold or condition its consent upon such terms and provisions which consent may not be unreasonably withheld or delayedLandlord in its sole and exclusive discretion determine, unless otherwise below provided in Paragraph 12(B). In additionFurther, Tenant may notshall not have any right hereunder to mortgage or encumber any of Tenant's leasehold improvements to be made within the demised premises, voluntarily and all such improvements shall be installed free and clear of any and all liens or encumbrances of any kind whatsoever. Any assignment or other transfer consented to by Landlord shall not relieve Tenant for any of its obligations under this Lease, and any such assignment or other transfer not first consented to in writing by Landlord shall be null and void. Any attempted assignment of this Lease by operation of lawany of the aforesaid events not consented to by Landlord in writing shall be null and void. In the event Landlord shall determine, assignin its sole and exclusive discretion, mortgageto approve a proposed subtenant or assignee of Tenant, pledge such assignee or otherwise transfer subtenant shall in any event be consistent with the type of tenants commonly found in other first- (B) Notwithstanding the aforesaid provisions contained in Paragraph 12(A) of the Lease, the Landlord shall be required to consent to any proposed assignment of this Lease without or subletting (in whole) of the demised premises, provided that the proposed assignment or subletting shall occur in connection with any merger, acquisition or consolidation of Tenant whereby the party succeeding to all (or substantially all) of Tenant's assets prior written consent to such merger, consolidation or acquisition shall succeed to Tenant's interest in this Lease, and further provided that the party succeeding to such interest shall execute and deliver unto Landlord such documents as Landlord shall reasonably request in order to evidence its or their assumption of Lessorall of the obligations, covenants, duties and agreements under this Lease of the Tenant, and further that the use of the demised premises is in compliance with Paragraph 4, herein. If Tenant is not a natural person, then In the event of any such permitted transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in additionhereinabove provided, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) original named Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will shall remain fully liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and no such permitted transfer shall relieve any such party of any liability hereunder. Tenant shall pay to Landlord upon request, the administrative expenses and reasonable attorneys' and accountants' fees incurred by Landlord in the Project. In the event Lessor shall sellreview of any proposed assignment or subletting, assign and in preparing or otherwise transfer the Premises reviewing any documents, financial data or the Project, upon assumption other information concerning a proposed assignment or subletting by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this LeaseTenant.

Assignment and Subletting. Since Lessor wishes the party in possession of (a) Tenant shall not assign, mortgage or encumber this Lease, nor sublet, suffer or permit the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any part of the Premises thereof to be used by others, without the prior written consent of LessorLandlord in each instance, which consent Landlord will not unreasonably withhold. If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant without Landlord’s prior written consent, such purported assignment or subletting shall be null and void; however, Landlord may collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent, and no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance of its covenants herein contained. The consent by Landlord to an assignment or subletting shall not be unreasonably withheld construed to relieve Tenant from obtaining Landlord’s written consent to any further assignment or delayedsubletting. In additionBRWHP Properties ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ 11 of 32 01/01/09 (b) For the purpose of this Lease, an “assignment” prohibited by this section shall be deemed to include the following: if Tenant may notis a partnership, voluntarily a withdrawal or change (voluntary, involuntary, by operation of law or otherwise) of any of the partners thereof, or the dissolution of the partnership; or, if Tenant consists of more than one person, a purported assignment, transfer, mortgage or encumbrance (voluntary, involuntary, by operation of law or otherwise) from one thereof unto the other or others thereof; or, if Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or any change in the ownership (voluntary, involuntary, by operation of law, assigncreation of new stock or otherwise) of 50 percent or more of its capital stock from the ownership existing on the date of execution hereof; or, mortgagethe sale of fifty percent (50%/or more of the value of the assets of Tenant (c) No assignment or subletting shall affect the continuing primary liability of Tenant (which, pledge or otherwise transfer this Lease without following assignment, shall be joint and several with the prior written consent assignee), and Tenant shall not be released from performing any of Lessor. If Tenant is not a natural personthe terms, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment covenants and conditions of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.

Assignment and Subletting. Since Lessor wishes the party The Tenant shall not assign this Lease in possession of the Premises to be bound to Lessor by direct privity of contractwhole or in part, Tenant may not sublease or license the whole nor sublet all or any part of the Premises, nor grant any license or part with possession of the Premises or transfer any other right or interest under this Lease, or, if the Tenant is a corporation, cause or permit to occur either directly or indirectly any change in its ownership or control, all without the prior written consent of Lessorthe Landlord in each instance, which consent may shall not be unreasonably withheld or delayed. In additiondelayed provided the proposed assignment or sublease or change in ownership or control complies with the following provisions: (a) notwithstanding any assignment or sublease, the Tenant shall remain fully liable on this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease; (b) if the Lease is assigned or if the Premises or any part thereof are sublet or occupied by anyone other than the Tenant, the Landlord may notcollect rent directly from the assignee, voluntarily subtenant or occupant, and apply the net amount collected, or the necessary portion thereof, to the rent herein reserved; (c) no assignment, sublease or transfer of ownership or control of the Tenant shall be made or proposed other than to substantial and responsible persons, firms, partnerships or bodies corporate who have financial strength equal to or greater than the Tenant and who are experienced in and agree to carry on the type of business conducted in the Premises by the Tenant, as set form in Section 1.1(h), and in the case of any assignment or subletting who undertake in favour of the Landlord to perform and observe the obligations of the Tenant hereunder by entering into an assumption agreement directly with the Landlord; (d) the prohibition against assigning or subletting without the consent required by this Article shall be construed to include a prohibition against any assignment or sublease by operation of law, assign, mortgage, pledge ; (e) the consent by the Landlord to any assignment or otherwise transfer this Lease without the prior written consent of Lessor. If Tenant is sublease shall not constitute a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity waiver of the persons (i) having the power to participate in the management necessity of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written such consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted subsequent assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.

Assignment and Subletting. Since Lessor wishes The Tenant shall not by operation of law or ------------------------- otherwise, assign, mortgage, pledge, encumber or otherwise transfer any interest in this Lease, and neither the party Premises, nor any part thereof, shall be encumbered in possession any manner by reason of any act or omission on the part of the Tenant or anyone claiming under or through the Tenant, nor shall the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any part of thereof be sublet or be used, occupied or utilized by anyone other than the Premises Tenant, without the prior written consent of Lessor, the Landlord (which consent may shall not be unreasonably withheld or delayedwithheld). In addition, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of Lessor. If Tenant is not a natural person, then any A transfer of this Lease by mergermore than 30% in interest of the Tenant (whether stock, consolidation partnership interest or liquidation otherwise), whether in a single transaction or a series of related or unrelated transactions taking place within a twelve (12) month period, shall constitute be deemed an assignment of this Lease. Any assignment, andsublease, as suchmortgage, pledge, encumbrance or transfer by the Tenant in contravention of this Article shall require the prior written consent of Lessorbe void. In addition, if Tenant If this Lease is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenantassigned, or in if the election Premises or appointment of directors, managers, trustees any part thereof is sublet or occupied other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of than by the Tenant, the Landlord may collect rent form the assignee, subtenant or occupant, and apply the net amount collected to the Basic Rent; provided, however, no such assignment, subletting, occupancy or collection shall constitute assignment be deemed a waiver of this Leasecovenant, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as or an acceptance of the date of signing assignee, subtenant or occupant as tenant under this Lease, or the date a release of the proposed assignment, whichever is greater; (ii) Tenant from the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the further performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant of any covenants contained herein. The consent by the Landlord to enable such sublease or assignment, incurred in connection with such permitted an assignment or sublease, all subletting shall not in any way be construed to relieve the Tenant from obtaining the express consent of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right Landlord to sell, assign any further assignment or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Leasesubletting.

Assignment and Subletting. Since Lessor wishes Tenant shall not assign, transfer, mortgage or otherwise encumber this Lease or sublet or rent (or permit a third party to occupy or use) the party in possession of the Premises to be bound to Lessor by direct privity of contractPremises, Tenant may not sublease or license the whole or any part thereof, nor shall any assignment or transfer of this Lease or the Premises right of occupancy hereunder be effected by operation of law or otherwise, without the prior written consent of Lessor, Landlord which consent may shall not be unreasonably withheld withheld, conditioned or delayed. In addition, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of Lessor. If The parties acknowledge that Tenant is negotiating a sublease of approximately 1,000 square feet with a certified public accountant which sublease would begin after the Commencement Date. Landlord agrees to approve such sublease, provided that the Tenant provides a written copy of such sublease to Landlord at least fifteen (15) days prior to the commencement date thereof and such sublease (I) provides for rent comparable to the rental rate of the Basis Rent, and (ii) the sublease does not a natural person, then contain any transfer provisions which are contrary to the terms and conditions of this Lease. For purposes of the foregoing prohibition, a transfer at any one time or from time to time of twenty percent (20%) or more of an interest in Tenant (whether stock, partnership interest or other form of ownership or control) by any person(s) or entity (ties) having an interest in ownership or control of Tenant at the Lease by merger, consolidation Date or liquidation thereafter shall constitute be deemed to be an assignment of this Lease. In the event of an assignment or subletting, the initial Tenant (and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural personapplicable, any change in the identity of the persons (isubsequent tenant) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for and the Premises, initial Tenant shall pay to LessorLandlord fifty percent (50%) of the amount of rent or other sums directly or indirectly received by Tenant from any subtenant or assignee which exceeds (a) actual reasonable costs incurred by Tenant for subtenant/assignee improvements and real estate brokerage commissions, after Tenant has recouped all each as amortized over the Term of its reasonable out-of-pocket expensesthe Lease, including reasonable attorneys’ fees, broker’s commissions and plus (b) the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or Rent due hereunder. Any assignment, incurred encumbrance, or sublease without Landlord's written consent, unless otherwise expressly permitted under this Section 11.1, shall be voidable by Landlord and, at Landlord's election, constitute an Event of Default hereunder. Neither the consent by Landlord to any assignment, transfer, encumbrance or subletting nor the collection or acceptance by Landlord of rent from any assignee, subtenant or occupant shall be construed as a waiver or release of the initial Tenant or any Guarantor from the terms and conditions of this Lease or relieve Tenant or any subtenant, assignee or other party from obtaining the consent in connection with such permitted assignment writing of Landlord to any further assignment, transfer, encumbrance or sublease, all of such excess subletting. Tenant hereby assigns to Landlord the rent and other excess consideration sums due from any subtenant, assignee or other occupant of the Premises and hereby authorizes and directs each such subtenant, assignee or other occupant to pay such rent or other sums directly to Landlord; provided, however, that until the occurrence of an Event of Default, Tenant shall have the license to continuing collecting such rent and other sums. In addition to the foregoing limitations on assignment and/or subletting, upon any written request by Tenant for approval or consent of an assignment, sublease or other use by a third party of more than fifty percent (50%) of the Premises (an informal or general oral request shall not trigger this provision), Landlord shall have the right, but not the obligation, to terminate the Lease, as to all or a portion of the Premises concerning which such request was made, which right shall be exercised, if at all, within ten (10) business days following after Landlord's receipt thereof by Tenant. Lessor shall have of such request; if the right is not so exercised, then Landlord shall maintain such right as to sell, assign or otherwise transfer, in whole or in part, its rights any and obligations under this Lease and in all future such requests for more than fifty percent (50%) of the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this LeasePremises.

Assignment and Subletting. Since Lessor wishes 14.1 The Tenant shall not assign, sublet or part with the party in possession of the Leased Premises or any part thereof, or part with or share the occupation or control thereof (each of the foregoing being referred to as a transfer transaction) without the consent of the Landlord in writing which shall not be unreasonably withheld. Such consent may be arbitrarily withheld if the Lease is not in good standing at the time consent is requested. 14.2 Any consent shall not release the Tenant from its covenants nor be deemed to authorize any further or other assignment or subletting of the Leased Premises. 14.3 The Tenant shall pay the Landlord's costs and expenses in connection with any such consent to assignment or in connection with any such consent to subletting the entire Leased Premises to a single subtenant comprising the sum of Five Hundred ($500.00) Dollars payable to the Landlord in full satisfaction of the Landlord's expenses other than legal. In addition, the Tenant shall also be bound required to Lessor by direct privity pay the Landlord's solicitors' reasonable legal fees in connection with any assignment or any subletting of contract, Tenant may not sublease or license the whole or any part or parts of the Leased Premises. For greater certainty, the Tenant shall not be required to pay the sum of Five Hundred ($500.00) Dollars to the Landlord in the case of a sublet unless the Tenant is subletting the whole of the Leased Premises without the prior written consent of Lessor, which to a single subtenant. 14.4 The Landlord's consent may not be unreasonably withheld or delayed. In additionprovide that such consent is only effective upon execution by the assignee of a covenant with the Landlord to assume all the Tenant's obligations under the Lease. 14.5 If the Tenant, Tenant may not, voluntarily either original or by assignment, is a corporation, the Tenant shall not permit the transfer, or transfer or issue by sale, assignment, bequest, inheritance, operation of lawlaw or other disposition or by subscription, assignof any part or all of the corporate shares of the Tenant, mortgageor of any parent or subsidiary corporation of the Tenant, pledge or otherwise transfer this Lease without any corporation which is associated or affiliated with the prior written consent of Lessor. If Tenant is not a natural person(as those terms are defined in any legislation), then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, so as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, to result in any change in the identity present effective voting control of the persons (i) having Tenant by the power to participate in party or parties who were holding such voting control immediately prior thereto, without first obtaining the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. the Landlord and the Tenant covenants that no such event shall take place. 14.6 The prior written consent of Lessor to any such proposed assignment Landlord shall not be withheld unreasonablyrequired to give consent, if: (i) The proposed assignee has a net worth at least equal and any failure to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Leaseconsent shall not be unreasonable, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of unless the request for consent or at is accompanied by such information as the time Landlord may reasonably require as to the financial background and business history of the actual assignment. If proposed assignee, sublessee, transferee, etc.; and payment of the Landlord's costs and legal fees as aforesaid. 14.7 Notwithstanding the foregoing, before any transfer transaction, the Tenant desires to assign this Lease, it shall so notify Lessor the Landlord in writing at least of its intention to transfer and thereupon the Landlord shall, within thirty (30) days prior to thereafter notify the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignmentin writing either, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To that it consents or does not consent to the proposed assignment with transfer transaction, or without the imposition of one or more conditions; or b. To refuse that it has elected to consent if reasonable grounds exist therefor, provided that if the conditions specified cancel this lease in (i) through (vi) above are not satisfied, Lessor’s consent preference to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all giving of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Projectconsent. In the event Lessor shall sell, assign or otherwise transfer that the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under Landlord elects to cancel this Lease, Lessor the Tenant shall have no liability following notify the date Landlord in writing within fifteen (15) days thereafter of the Tenant's intention either to refrain from such assignment transfer transaction or to perform its covenants under accept the cancellation of this Lease. Should the Tenant fail to deliver such notice within such period or should the Tenant accept the cancellation, this Lease shall terminate upon the expiration of the said fifteen (15) days. Should the Tenant notify the Landlord of its intention to refrain from such transfer transaction this Lease shall continue in full force.

Assignment and Subletting. Since Lessor wishes A. Tenant shall not have the party in possession of the Premises right to be bound assign or pledge this Lease or to Lessor by direct privity of contract, Tenant may not sublease or license sublet the whole or any part of the Premises without the prior written consent of LessorPremises, which consent may not be unreasonably withheld or delayed. In addition, Tenant may not, whether voluntarily or by operation of law, assignor permit the use or occupancy of the Premises by anyone other than the Tenant, mortgage, pledge or otherwise transfer this Lease without the prior written consent of LessorLandlord, which may be withheld in Landlord's sole discretion, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. If In the event Tenant is not a natural persondesires to sublet the Premises, then or any transfer of this Lease by mergerportion thereof, consolidation or liquidation shall constitute an assignment of assign this Lease, andTenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, as such, which notice shall require set forth the prior written consent name of Lessorthe proposed subtenant or assignee the relevant terms of any sublease and copies of financial reports and other relevant financial information on the proposed subtenant or assignee. In additionno event may Tenant sublease, nor will Landlord consent to any sublease of all or any portion of the Premises if the rent is determined in whole or in part upon the income or profits derived by the sublessee (other than a rent based upon a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under this Lease. Upon the occurrence of an event of default, if the Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant is under such assignment or sublease and apply such rent against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder. B. In addition to, but not a natural personin limitation of, Landlord's right to approve of any change subtenant or assignee, Landlord shall have the option, in its sole discretion, in the identity event of the persons (i) having the power any proposed subletting or assignment, to participate in the management of Tenantterminate this Lease, or in the election or appointment case of directorsa proposed subletting of less than the entire Premises, managers, trustees or other persons exercising like functions in to recapture the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority portion of the aggregate voting power of all ownership interests of the TenantPremises to be sublet, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within sixty (60) days following Landlord's receipt of signing Tenant's written notice as required above. If this LeaseLease shall be terminated with respect to the entire Premises pursuant to this paragraph, or the Term shall end on the date stated in the Tenant's notice as the effective date of the sublease or assignment as if that date had been originally fixed in the Lease for the expiration of the Term. If Landlord recaptures under this paragraph only a portion of the Premises, the rent during the unexpired Term shall ▇▇▇▇▇ proportionately based on the rent per square foot contained in this Lease. In the event that Tenant sublets, assigns or otherwise transfers its interest in this Lease and at any time receives periodic rent and/or other consideration which exceeds that which Tenant would at that time be obligated to pay to Landlord, Tenant shall pay to Landlord fifty percent (50%) of the gross increase in such rent and fifty percent (50%) of any other consideration as received by Tenant. Tenant shall pay to Landlord, on demand, a reasonable service charge for the processing of the application for consent and preparation of the consent and/or the assumption documents. C. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignmentassignment or sublease if (i) the proposed assignee's or sublessee's anticipated use of the Premises involves the generation, whichever is greater; (iistorage, use, treatment or disposal of Hazardous Materials;(ii) the proposed assignee is creditworthy considering or sublessee has been required by any prior landlord, lender, or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property if the obligations to be assumed under this Leasecontamination resulted from such assignee's or sublessee's actions or use of the property in question; or (iii) the proposed assignee has experience and expertise in operating a business similar or sublessee is subject to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable an enforcement order issued by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred governmental authority in connection with such permitted assignment the use, disposal, or sublease, all storage of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Leasea Hazardous Material.

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contractTenant shall not assign, Tenant may not sublease pledge, mortgage or license the whole otherwise transfer or encumber this Lease, nor sublet all or any part of the Premises or permit the same to be occupied or used by anyone other than Tenant or its employees or any subsidiary, parent or affiliated company of Tenant without the Landlord's prior written consent of Lessorapproval, which consent may Landlord agrees not unreasonably to withhold. It will not be unreasonably withheld unreasonable for Landlord to withhold consent if the reputation, financial responsibility, or delayedbusiness of a proposed assignee or subtenant is unsatisfactory to Landlord. In additionTenant's request for approval shall be in writing and contain the name, address and description of the business of the proposed assignee or subtenant, its most recent financial statement and other evidence of financial responsibility, its intended use of the Premises, and the terms and conditions of the proposed assignment or subletting. Within fifteen (15) days from receipt of such request, Landlord shall either: ▇. ▇▇▇▇▇ consent, or B. refuse consent, or C. require Tenant may notto 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, voluntarily or by operation together with an assignment of lawTenant's interest as sublessor in any such proposed sublease, assign, mortgage, pledge or otherwise transfer this Lease without or D. if the prior written request is for consent of Lessor. If Tenant is not to a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an proposed assignment of this Lease, and, as such, shall require terminate this Lease and the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) Term hereof effective as of the date of signing this Lease, or the date last day of the proposed assignment, whichever is greater; (ii) month in which the proposed request was received. Each assignee is creditworthy considering the obligations or sublessee of Tenant's interest hereunder shall assume and be deemed to have assumed this Lease and shall be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable jointly and severally with Tenant for all payments and for the due performance of all obligations pursuant terms, covenants, conditions and provisions herein contained on Tenant's part to be observed and performed. No assignment shall be binding upon Landlord unless the assignee shall deliver to Landlord an instrument in recordable form containing a covenant or assumption by 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 subletting to any party other than an affiliate, subsidiary or parent company, shall terminate any right of 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 Lease; and (vi) no default 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 shall be in existence at the time of the request for consent provisions of this Section 25 or at a release of Tenant from the time full performance by Tenant of any of the actual assignment. If Tenant desires to assign this Leaseterms, it shall so notify Lessor covenants, provisions or conditions in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Leasecontained.

Assignment and Subletting. Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contracta. Tenant shall not, Tenant may not sublease or license the whole or any part of the Premises without the prior written consent of Lessor, Landlord which consent may not will miot be unreasonably withheld withheld, (i) assign or delayed. In additionin any manner transfer this Lease or any estate or interest therein, Tenant may not, voluntarily (ii) permit an assignment of this Lease or any estate or interest therein by operation of law, assign(iii) sublet the Demised Premises or any part thereof, (iv) grant any license, concession or other right of occupancy of any portion of the Demised Premises or (v) permit the use of the Demised Premises by any parties other than Tenant, its agents and employees and any such acts without Landlord's prior written consent shall be void and of no effect. Landlord agrees to consent to any assignment by Tenant to any corporation succeeding to substantially all the business and assets of Tenant by merger, consolidation, purchase of assets or otherwise, or to any assignment or subletting all the business and assets of Tenant by merger, consolidation, purchase of assets or otherwise, or to any assignment or subletting to a corporation which is an affiliate of Tenant. Tenant shall not assign this Lease or sublet all or any portion of the Demised Premises for any monthly rental which is or could become, less than the Basic Rental from time to time due hereunder without Landlord's consent, and any such act shall be void and of no effect. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's rights as to any subsequent assignments and sublettings. Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant's other obligations under this Lease. If an event of default, hereinafter defined, should occur while the Demised Premises or any part thereof is then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may at its option collect directly from such assignee or sublessee all rents becoming due to Tenant under such assignment or sublease and apply such rent against any such sums due to Landlord by Tenant hereunder, and Tenant hereby authorizes and directs any such assignee or sublessee to make such payments of rent directly to Landlord upon receipt of notice from Landlord. No direct collection by Landlord from any such assignee or sublessee shall be construed to constitute a novation or a release of tenant or any guarantor of Tenant from the performance of its obligations hereunder. Receipt by Landlord of rent or additional payments from any assignee, sublessee or occupant of the Demised Premises shall not be deemed a waiver of the covenant contained in this Lease against assignment and subletting or a release of Tenant under this Lease. The receipt by Landlord from any such assignee or sublease obligated to make payments of rent or additional payments shall be a full and complete release, discharge, and acquittance to such assignee or sublessee to the extent of any amount so paid to Landlord. Landlord is authorized and empowered, on behalf of Tenant, to endorse the name of Tenant upon any check, draft, or other instrument payable to Tenant evidencing payment of rent or additional payments, or any part thereof, and to receive and apply the proceeds therefrom in accordance with the terms hereof. Tenant shall not mortgage, pledge or otherwise transfer encumber its interest in this Lease without or in the prior written consent of Lessor. Demised Premises. b. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute requests Landlord's consent to an assignment of this Lease or subletting of all or a part of the Demised Premises, it shall submit to Landlord, in writing, the name of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant, the term, use, rental rate and other particulars of the proposed subletting or assignment, including, without limitation, evidence satisfactory to Landlord that the proposed subtenant or assignee is financially responsible and will immediately occupy and thereafter use the Demised Premises (or any sublet portion thereof) for the remainder of the Lease Term (or for the entire term of the sublease, if shorter). Landlord shall have the option (to be exercised within thirty (30) days from submission of Tenant's written request) to cancel the applicable portion to be as of the commencement date stated in the above-mentioned subletting or assignment. If Landlord elects to cancel this Lease as stated, then the Lease Term, and the tenancy and occupancy of the Demised Premises by Tenant thereunder, shall cease, terminate, expire, and come to an end with respect to that portion of the Demised Premises so assigned or sublet as if the cancellation date were the original termination date of this Lease and Tenant shall pay to Landlord all costs or charges which are the responsibility of Tenant hereunder with respect to that portion of the Demised Premises so assigned or sublet. Thereafter Landlord may lease the Demised Premises or any other portion of the Building to the prospective subtenant or assignee without liability to Tenant. If Landlord does not thus cancel this Lease, andother terms and provisions of subparagraph 10(a) hereof will apply. c. If Landlord consents to any subletting or assignment by Tenant as hereinabove provided, as such, shall require the prior written consent of Lessor. In addition, if and subsequently any rents received by Tenant is not a natural person, under any change such sublease are in the identity excess of the persons rent payable by Tenant under this Lease, or any additional consideration is paid to Tenant by the assignee under such assignment, the Landlord may, at its option, either (i) having the power declare such excess rents under any sublease or such additional consideration for an assignment to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenantbe due and payable by Tenant to Landlord as additional rent hereunder, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor elect to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under cancel this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred as provided in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10subparagraph 10(b) days following receipt thereof by Tenant. Lessor hereof. d. Landlord shall have the right to selltransfer, assign or otherwise transferand convey, in whole or in part, the Building and any and all of its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following and in the date of such assignment to perform event Landlord assigns its covenants rights under this Lease, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such obligations.

Assignment and Subletting. Since Lessor wishes the party Section 8.1 Except as expressly set forth herein, neither Tenant nor its legal representatives or successors in possession interest shall, by operation of the Premises to be bound to Lessor by direct privity of contractlaw or otherwise, Tenant may not sublease assign, mortgage, pledge, encumber or license the whole otherwise transfer this Lease or any part hereof, or the interest of Tenant under this Lease, or in any sublease or the Premises rent thereunder without the prior written consent of Lessor, which consent may Landlord in each such instance. The Premises or any part thereof shall not be unreasonably withheld sublet, occupied or delayed. In additionused for any purpose by anyone other than Tenant, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without Tenant's obtaining in each instance the prior written consent of LessorLandlord in the manner hereinafter provided (subject to the provisions of Section 8.3 below). If Tenant shall not modify, extend, or amend a sublease previously consented to by Landlord without obtaining Landlord's prior written consent thereto. With respect to any proposed assignment or subletting by Tenant, Tenant shall pay Landlord on demand, as Additional Rent, Landlord's reasonable attorneys' fees and administrative charge actually incurred associated with such transaction, regardless of whether such transaction is consummated. Section 8.2 Tenant expressly covenants and agrees that (A) if Tenant is a corporation, a transfer of more than twenty-five percent (25%) at any one time or, in the aggregate from time to time of the shares of any class of the issued and outstanding stock of Tenant, its successors or assigns, or the issuance of additional shares of any class of its stock to the extent of more than 25% of the number of shares of said class of stock issued and outstanding at the time that it became the tenant hereunder or (B) if Tenant is a partnership, limited liability company, unincorporated association of other entity, the sale or transfer of more than 25% of the partnership, membership, joint venture, unincorporated association interests or other form of beneficial interests of Tenant, its successors or assigns, or (C) the involvement by Tenant or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, refinancing, transfer leveraged buy-out or otherwise) whether or not a natural person, then any transfer formal assignment or hypothecation of this Lease or Tenant's assets occurs (collectively, "Sale or Merger"), which results or will result in a reduction of the "Net Worth" of Tenant as hereinafter defined, by mergeran amount equal to or greater than twenty-five percent (25%) of the Net Worth of Tenant from the Tenant's Net Worth at the time of the execution by Landlord of this Lease which for all purposes shall conclusively be deemed to be $381,000,000.00 ("Net Worth Reduction"), consolidation or liquidation shall constitute an assignment of this Lease, Lease and, as such, shall require unless in each instance the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the TenantLandlord has been obtained, shall constitute assignment a default under this lease and shall entitle Landlord to exercise all rights and remedies provided for herein in the case of this Leasedefault. Notwithstanding the foregoing, andwith respect to (C) above, as suchprovided that Tenant shall notify Landlord within thirty (30) days of the Sale or Merger if a Net Worth Reduction has occurred, Tenant shall require not be required to provide the prior written consent of LessorLandlord to a Sale or Merger which results in a Net Worth Reduction. The prior written Thereafter, for a period of sixty (60) days, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of a security deposit, which will provide Landlord with reasonable adequate assurances of such entity's ability to perform fully all of Tenant's obligations under the Lease. If, for any reason, Landlord and Tenant do not agree such terms and conditions within such period of time, the Sale or Merger shall constitute an Event of Default hereunder. Notwithstanding the foregoing provisions of this Section 8.2, transfers of stock in a corporation whose shares are traded in the "over-the-counter" market or any recognized national securities exchange shall not constitute an assignment for purposes of this lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Article 8. A. If Tenant is a corporation, limited liability company, partnership or similar entity, Landlord's consent of Lessor to any such proposed assignment shall not be withheld unreasonablyrequired with respect to sublettings to any corporation or similar entity or to any limited liability company, if: partnership or similar entity which is an Affiliate of Tenant, provided that (i1) The proposed assignee has any such Affiliate is a net worth reputable entity of good character and (2) a duplicate original instrument of sublease in form and substance reasonably satisfactory to Landlord, duly executed by Tenant and such Affiliate, shall have been delivered to Landlord at least equal to Tenant and Tenant’s Guarantor(s) fifteen (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (3015) days prior to the proposed effective date of any such sublease. For purposes of this Article 8, the assignment. Tenant term "AFFILIATE" shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assigneemean any entity which controls or is controlled by or under common control with Tenant, and the satisfaction term "control" shall mean, in the case of a corporation, ownership or voting control, directly or indirectly, of at least twenty-five (25%) percent of all the voting stock, and in case of a joint venture, limited liability company, partnership or similar entity, ownership, directly or indirectly, of at least twenty-five (25%) percent of all the conditions specified in (i) through (vi) abovegeneral or other partnership, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment membership (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident theretosimilar) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Leaseinterests therein.

Assignment and Subletting. Since Lessor wishes 18.1 Lessee shall not transfer or assign (whether by instrument or operation of law, or if applicable, by withdrawal, sale, gift, exchange, change in partnership ownership or membership, chance in stock ownership, merger, consolidation, dissolution or reorganization of any type) this Lease or any right or privilege of Lessee hereunder without the party prior written consent of Lessor. Lessor, in possession of its sole discretion, may refuse to give its consent to any proposed transfer or assignment. Except as hereinafter provided, Lessee shall not sublet the Premises to be bound to Lessor by direct privity of contract, Tenant may not sublease or license the whole or any building built thereon or part of thereof, or any right or privilege appurtenant thereto, nor permit nor suffer any party other than Lessee to use or occupy the Premises or any portion thereof without the prior written consent of Lessor, which in Lessor's sole discretion, subject to the use of the Premises by the public. Any transfer, assignment, or subletting without the prior written consent may of Lessor shall be void ab initio and shall at the option of Lessor terminate this Lease. ▇▇▇▇▇▇'s consent to a transfer, assignment, or subletting, or to any use or occupancy by a party other than Lessee, shall not invalidate or constitute a waiver of this provision, and each subsequent use and occupancy by a party other than Lessee shall likewise be unreasonably withheld or delayed. In addition, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without made only with the prior written consent of Lessor. If Tenant is not a natural personNotwithstanding the foregoing, then Lessee shall have the right, without Lessor's consent, to enter into lease/management or management agreements respecting the operation of the Premises as long as any transfer such agreement expressly provides for its automatic expiration upon the expiration or earlier termination of this Lease by merger, consolidation or liquidation shall constitute an assignment the Term of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be withheld unreasonably, if: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a copy of the proposed assignment, financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (vi) above, Lessor shall have the following options: a. To consent to the proposed assignment with or without the imposition of one or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, provided that if the conditions specified in (i) through (vi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in whole or in part, its rights and obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to perform its covenants under this Lease.