Common use of Assignment and Subletting Clause in Contracts

Assignment and Subletting. Section 18.01 If Tenant should desire to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If (a) Tenant should desire shall be entitled to assign this Lease or sublet sublease the Premises, in whole or in part, to any person or entity provided, however, that prior to any assignment and/or sublease to a third party other than an entity owned or controlled by the same owning or controlling interest as Tenant or a current USA student who qualifies for USA housing and is leasing a portion of the Premises for said housing, Tenant must first offer Landlord the opportunity to lease the Premises under the same terms as those offered to or by the third party, provided, however, that Landlord and USA’s rights under this Paragraph 17 shall not apply to a foreclosure sale by a leasehold mortgagee or to a subsequent sale by such mortgagee who was the successful bidder at the foreclosure sale (provided, however, that no subsequent sale by a successful bidder may be made pursuant to the terms of this paragraph of this Lease without the prior written approval of Landlord which approval shall not be unreasonably withheld). Landlord shall have thirty (30) days from Tenant’s notification of potential assignment or any part thereof)sublease to a third party to lease the Premises pursuant to this Paragraph 17. No assignment by Tenant shall operate to release Tenant of its future obligations under this Lease, unless Landlord shall agree in writing to the contrary. As long as all rent and other obligations due are being timely paid to Landlord, Tenant shall give Landlord written notice at least 60 days be solely entitled to any consideration paid by the assignee, including, but not limited to, compensation for the Improvements or equipment located thereon, goodwill and rent in advance thereof. Landlord shall then have a period excess of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate the amounts set forth by this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;Lease. (b) to permit Tenant Landlord shall be entitled to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assigneein whole or in part, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sameany person or entity. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If Tenant should desire shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall hot sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. As a condition for granting this consent to any assignment, transfer, or subletting, Landlord may require that Tenant agrees to pay to Landlord, as additional rent, fifty percent (50%) of all rents or additional consideration provided, however, that for sharing such excess rent, Tenant shall first be entitled to recover from such excess rent the amount of any reasonable leasing commissions paid by Tenant to third parties not affiliated with Tenant received by Tenant from its assignees, transferees, or subtenants in excess of the rent payable by Tenant to Landlord hereunder. Tenant shall, by thirty (30) ------- days written notice, advise Landlord of its intent to assign this or transfer Tenant's interest in the Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 portion thereof for any portion of the term hereof. Within thirty (30) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of such notice within which to notify Tenant said written notice, Landlord may, in writing that Landlord elects either: (a) its sole discretion, elect to terminate this Lease as to the space so affected portion of the Premises described in Tenant's notice on the date specified in Tenant's notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord's approval, all in its noticeaccordance with the terms, in which event Tenantcovenants, subject to the provisions and conditions of this paragraph 19. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subjectterminated on the date specified in Tenant's notice. If, however, this Lease shall terminate pursuant to the subsequent written approval foregoing with respect to less than all the Premises, the rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of the proposed assignee or subtenant square feet retained by LandlordTenant, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages as so amended shall continue in full force and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateeffect. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed Tenant is allowed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all transfer or sublet the whole or any part of the Building and any and all Premises. with the prior written consent of its rights under Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, provided Landlord’s successor either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord which consent shall not be unreasonably withheld. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant's obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant. terminate this Lease. The Leasehold estate under this Lease shall not, nor shall any interest assumes Landlord’s obligations hereundertherein, be assignable for any purpose by operation of law without the written consent of Landlord which consent shall not be unreasonably withheld. As a condition to its consent, Landlord may require Tenant to pay all expenses in connection with the assignment, and Landlord may require Tenant's assignee or transferee (or other assignees or transferees) to assume in writing all of the event Landlord assigns its rights obligations under this Lease and for Tenant to remain liable to Landlord under the Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations. SEE PARAGRAPH 56.

Assignment and Subletting. Section 18.01 If In the event Tenant should desire to assign this the Lease or sublet the Premises (or any part thereof)Premises, Tenant shall give Landlord written notice of such desire at least 60 ninety (90) days in advance thereofof the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of 30 thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: either (ai) to terminate this the Lease as to of the space date so affected specified by Tenant in its noticeTenant, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall Tenant will be relieved of all further obligations hereunder as to such space; hereunder, or (bii) to permit Tenant to assign or sublet such space, subject, however, subject to the subsequent prior written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereundersuch consent not to be unreasonably withheld or delayed, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, so long as the same may be amended from time to time, use of the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless Premises by the proposed assignee or sub-lessee would be a permitted use and the proposed assignee is of sound financial condition as determined by Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall have agreed in writing with deemed to have waived option (i) above, but written approval by Landlord of the proposed assignee shall still be required. Failure by Landlord to assume and perform each approve a proposed assignee shall not cause a termination of the covenants, obligations, Lease. Any rents or other consideration realized by Tenant under any such sublease and agreements assignment in excess of the Rents hereunder, after amortization of the reasonable costs of extra tenant improvements for which Tenant in this Lease includinghas paid and reasonable subletting and assignment costs, shall be divided and paid ninety (90%) percent to Landlord and ten (10%) percent to Tenant. Notwithstanding the above, Tenant shall have the right to sublease or assign all or any portion of the Premises during the Term or any Option period to any related entity, subsidiary, or affiliate of Tenant, having at least fifty-one (51%) percent direct common ownership, without limitationhaving to receive Landlord's consent, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02but still requiring written notice to Landlord on or before such sublease or assignment. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations any obligation under this the Lease. Any attempted assignment or sublease by Tenant in violation of subletting which conflicts with the terms and provisions of this Section 18.01 hereof shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If Tenant should desire shall have the right to assign its interest in this Lease or sublet the Premises without Landlord’s prior written consent, except as follows: (or any part thereof), Tenant shall give Landlord written notice at least 60 days i) in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlordintends to use the Premises in a manner that is not permitted under Section 5.1, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant required to obtain Landlord’s prior written consent, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to which consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable unreasonably withheld, conditioned or delayed, and (ii) in withholding its consent and may arbitrarily withhold its consent until and unless the event the income generated by the proposed assignee or sub-lessee subtenant could jeopardize BioMed Realty Trust, Inc., a Maryland corporation (“Landlord’s REIT Entity”), status as a real estate investment trust within the meaning of Sections 856 through 860 of the Internal Revenue Code of 1986 (“REIT Status”) or cause the Landlord’s REIT Entity to be in receipt of income that does not constitute “rent from real property” within the meaning of Section 856(d) of the Code, Tenant shall be required to obtain Landlord’s prior written consent, which consent may be given or denied in Landlord’s sole and absolute discretion; provided, however, in the event Tenant is unable to determine whether the proposed assignment or sublease could jeopardize the Landlord’s REIT Entity’s REIT Status, Tenant shall have agreed in writing the right to deliver a notice to Landlord, complying with Landlord to assume and perform each of the covenantsrequirements of Section 15.2, obligationsrequesting that Landlord make such determination. Landlord shall notify Tenant within five (5) business days after Landlord receives such notice and such other information as Landlord may reasonably require, and agreements of whether such assignment or sublease could jeopardize the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02Landlord’s REIT Entity’s REIT Status. No Any purported assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and contrary to these provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees Consent by Landlord to one or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment more assignments of this Lease, the assignee, for purposes of this Agreement, be deemed Lease or to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all one or any part more sublettings of the Building and any and all of its Premises shall not operate to exhaust Landlord’s rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsSection.

Assignment and Subletting. Section 18.01 If 9.1 Tenant should desire shall not have the right to assign or pledge this Lease or to sublet the Premises (whole or any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, and shall not make, suffer or permit such assignment, subleasing or occupancy without the prior written consent of Landlord, such consent not to be unreasonably withheld, and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Premises. In the event Tenant desires to sublet, or permit such occupancy of, the Premises, or any portion thereof), or assign this Lease, Tenant shall give Landlord written notice thereof to Landlord at least 60 sixty (60) days in advance thereof. Landlord shall then have a period of 30 but no more than one hundred twenty (120) days following receipt prior to the proposed commencement date of such subletting or assignment, which notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to shall set forth the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval 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 by Landlordall 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 provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of no such excess Rental collection shall be considered additional Rental owed by construed to constitute a novation or release of Tenant to Landlord, and shall be paid by Tenant to Landlord in from the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant 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. Any attempted 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 by Tenant sublease, the termination notice shall be void and the Lease shall continue in violation 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 terms and provisions sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section 18.01 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 void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at 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 fair market rate. 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 Landlord as additional rent an amount equal to one hundred percent (100%) of an any Increased Rent (as defined below), 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 is entitled to receive by reason of any sale, sublease, assignment or other transfer of this Lease, over (ii) the assignee, for rent otherwise payable by Tenant under this Lease at such time. For purposes of this Agreementthe foregoing, be deemed to have adopted the warrants of attorney and confession of judgment, set forth any consideration received by Tenant in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord form other than cash shall be released from any further obligations hereundervalued 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 costs incurred by Tenant for leasing commissions and Tenant agrees to look solely to Landlord’s successor tenant improvements in interest for performance of connection with such obligationssublease, assignment or other transfer.

Assignment and Subletting. Section 18.01 If (a) In the event that Tenant should desire desires to assign or sublease the whole of the Demised Premises to any other party the terms and conditions of such assignment or sublease shall be communicated to Landlord in writing not less than thirty (30) days prior to the effective date of any such assignment or sublease, and, prior to such effective date, Landlord shall have the option, exercisable in writing to Tenant, to recapture this Lease so that such prospective assignee or sublessee shall then become the sole Tenant of Landlord hereunder or alternatively to recapture said space and Tenant shall be fully released from any and all obligations hereunder. Within thirty (30) days after such recapture has become effective, and provided Tenant is not in default under this Lease, Landlord shall return to Tenant the Security Deposit. (b) In the event that the Landlord elects not to recapture the Lease as hereinabove provided, or in the event that Tenant desires to assign or sublease less than the whole of the Demised Premises, and provided that the terms and conditions of such assignment or sublease shall be communicated to Landlord in writing no less than forty-five (45) days prior to the effective date of such assignment or sublease, Tenant may assign this Lease or sublet the Premises (whole or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period portion of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event TenantDemised Premises, subject to the Landlord’s prior written consent, which consent shall not be unreasonably withheld, and subject to the consent of any mortgagee, or ground lessor and on the basis of the following terms and conditions: (i) Tenant shall provide to Landlord the name and address of the assignee or sublessee. (ii) The assignee or sublessee shall assume, by written instrument, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to Landlord at least ten (10) days prior to the effective date of the assignment or sublease. (iii) Tenant and each assignee or sublessee shall be and remain liable for the observance of all the covenants and provisions of this Lease which expressly survive Lease, including, but not limited to, the termination hereofpayment of Fixed Rent, shall be relieved Additional Rent and other charges due hereunder through the entire term of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statutethis Lease, as the same may be amended from time renewed, extended or otherwise modified. In the case of a sublease for less than the entire Demised Premises, such sublessee’s obligations hereunder shall be limited to timeits proportionate share. (iv) Tenant shall promptly pay to Landlord fifty percent (50%) of any consideration other than rent received for or in connection with any assignment or sublease, however denominated, and fifty percent (50%) of all of the rent, as and when received, in excess of the Fixed Rent required to be paid by Tenant for the area assigned or sublet, after first deducting therefrom any reasonable and customary costs or expenses paid by Tenant in connection with the assignment or sublease (including brokerage commissions, reasonable attorney’s fees, build out allowances (other than Tenant’s Work), free rent and other normal and customary concessions). (v) In any event, the acceptance by Landlord of any rent from any of the subtenants or the failure of Landlord to insist upon a strict performance of any of the terms, conditions and covenants herein from any assignee or subtenant shall not release Tenant herein, from any and all of the obligations herein during and for the entire terms of this Lease. (vi) Tenant shall only assign or sublet the Demised Premises to an assignee or sublessee (1) whose financial status is acceptable to Landlord, at Landlord’s reasonable discretion, which denial shall be deemed to be unreasonable if such assignee or sublessee has a net worth equal to or greater than that of Tenant, and (2) whose use is the same use as Tenant’s use, the quality of tenant’s operations in the performance of said use to be acceptable to Landlord, at Landlord’s reasonable discretion. (vii) Landlord shall require One Thousand Five Hundred ($1,500) Dollars payment to cover its handling charges for each request for consent to any assignment or sublet prior to its consideration of the same. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no other claim or cause of action against Landlord as a result of Landlord’s actions in refusing to consent thereto. (viii) The assignment or sublease shall provide that there shall be no further assignments and/or subletting without Landlord’s consent. (c) Notwithstanding anything contained in this Paragraph 27 to the contrary, Tenant shall have the right to convert to a “C” corporation and such conversion shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted an assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsParagraph 27.

Assignment and Subletting. Section 18.01 If Tenant should desire shall have the right to assign its interest in this Lease or sublet the Premises without Landlord’s prior written consent, except as follows: (or any part thereof), Tenant shall give Landlord written notice at least 60 days i) in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlordintends to use the Premises in a manner that is not permitted under Section 5.1, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant required to obtain Landlord’s prior written consent, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to which consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable unreasonably withheld, conditioned or delayed, and (ii) in withholding its consent and may arbitrarily withhold its consent until and unless the event the income generated by the proposed assignee or sub-lessee subtenant could jeopardize BioMed Realty Trust, Inc., a Maryland corporation (“Landlord’s REIT Entity”), status as a real estate investment trust within the meaning of Sections 856 through 860 of the Internal Revenue Code of 1986 (“REIT Status”) or cause the Landlord’s REIT Entity to be in receipt of income that does not constitute “rent from real property” within the meaning of Section 856(d) of the Code, Tenant shall be required to obtain Landlord’s prior written consent, which consent may be given or denied in Landlord’s sole and absolute discretion; provided, however, in the event Tenant is unable to determine whether the proposed assignment or sublease could jeopardize the Landlord’s REIT Entity’s REIT Status, Tenant shall have agreed in writing the right to deliver a notice to Landlord, complying with Landlord to assume and perform each of the covenantsrequirements of Section 15.2, obligations, requesting that Landlord make such determination. Landlord shall notify tenant within five (5) business days after Landlord receives such notice and agreements of such other information as Landlord may reasonably require whether such assignment or sublease could jeopardize the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02Landlord’s REIT Entity’s REIT Status. No Any purported assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and contrary to these provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees Consent by Landlord to one or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment more assignments of this Lease, the assignee, for purposes of this Agreement, be deemed Lease or to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all one or any part more sublettings of the Building and any and all of its Premises shall not operate to exhaust Landlord’s rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsSection.

Assignment and Subletting. Section 18.01 (a) If at any time or from time to time during the term of this Lease Tenant should desire desires to sublet all or any part of the Premises, Tenant shall give notice to Landlord setting forth the terms of the proposed subletting and the space so proposed to be sublet. Landlord shall have the option, exercisable by notice given to Tenant within twenty (20) days after Tenant's notice is given, either to sublet from Tenant such space at the rental and other terms set forth in Tenant's notice, or, if the proposed subletting is for the entire Premises for the balance of the terms of this Lease, to terminate this Lease. If Landlord does not exercise such option, Tenant shall be free to sublet such space to any third party subject to the following conditions: (1) The sublease shall be on the same terms set forth in the notice given to Landlord; (2) No sublease shall be made without the prior written consent of Landlord, which consent Landlord agrees will not unreasonably be withheld as to a subletting of the entire Premises; (3) No sublease shall be valid and no subtenant shall take possession of the Premises subleased until an executed counterpart of such sublease has been delivered to Landlord; (4) No subtenant shall have a right further to sublet; and (5) Any sums or other economic consideration received by Tenant as a result of such subletting (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements, other than building standard tenant improvements, made to the public portion of the Premises by Landlord) whether denominated rentals under the sublease or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the Premises subject to such sublease) shall be payable to Landlord as additional rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (b) Notwithstanding the provisions of paragraph 13 and 31(a) above, Tenant may assign this Lease or sublet the Premises (or any part portion thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by without Landlord, 's consent and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant without extending any option to Landlord, and shall be paid to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from the merger or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant to Landlord in as a going concern of the business that is being conducted on the Premises, provided that said assignee has substantially the same manner that or better financial condition than Tenant pays Annual Base Rental; orand assumes, in full, the obligations of Tenant under this Lease. (c) Regardless of Landlord's consent, no subletting or assignment shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to refuse pay the rental and to consent perform all other obligations to Tenant’s assignment or subleasing be performed by Tenant hereunder. The acceptance of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended rental by Landlord from time to time, the Landlord, any other person shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with a waiver by Landlord of any provision hereof. Consent to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No one assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted not be deemed consent to any subsequent assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market ratesubletting. In the event of an assignment 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 LeaseLease or amendments or modifications to this Lease with assignee of Tenant's, the assigneewithout notifying Tenant, for purposes or any successor of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assignTenant, and convey all without obtaining its or any part their consent thereto and such action shall not relieve Tenant of the Building and any and all of its rights liability under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in . (d) In the event Tenant shall assign or sublet the Premises or request the consent of Landlord assigns its rights under this Leaseto any assignment or subletting or if Tenant shall request the consent of Landlord for any act that Tenant proposes to do, Landlord then Tenant shall be released from any further obligations hereunder, and Tenant agrees to look solely to pay Landlord’s successor 's reasonable attorneys' fees incurred in interest for performance of such obligationsconnection therewith.

Assignment and Subletting. Section 18.01 If Prohibition against Leasehold Financing. (a) Tenant should desire shall not have the right to assign this Lease or sublet more than twenty-five percent (25%) of the Premises leaseable space in the Improvements except as otherwise expressly set forth in this Paragraph 21. (b) Tenant shall have the right upon thirty (30) days prior written notice to Landlord and Lender, with no consent of Landlord or Lender being required, to assign this Lease to any Person, provided that, unless such Person is a wholly-owned subsidiary of either Guarantor or any part thereofTenant, as a condition to any such assignment Tenant shall provide to Landlord, no later than the date on which such assignment shall become effective, a security deposit equal to eighteen (18) months of the Basic Rent then in effect (the "Assignment Security Deposit"). (c) Tenant shall have the right to sublease all or any portion of any Related Premises to any one or more subtenants without the prior written consent of Landlord or Lender provided, that, (i) if at any time there are subleases which in the aggregate result in there being under sublease more than twenty-five percent (25%) but less than fifty percent (50%) of the leasable space in the Improvements (a "Level 1 Subleasing") then, Tenant shall provide to the Landlord a security deposit equal to six (6) months of the Basic Rent then in effect (a "Level 1 Sublease Security Deposit") no later than the date on which the Level 1 Subleasing shall become effective, and (ii) if at any time there are subleases which in the aggregate sublease more than fifty percent (50%) of the leaseable space in the Improvements (a "Level 2 Subleasing") then, Tenant shall increase the Level 1 Sublease Security Deposit to equal twelve (12) months of the Basic Rent then in effect (a "Level 2 Sublease Security Deposit"). (d) If Tenant assigns all its rights and interest under this Lease, the assignee under such assignment shall expressly assume all the obligations of Tenant hereunder, actual or contingent, including obligations of Tenant which may have arisen on or prior to the date of such assignment, by a written instrument delivered to Landlord at the time of such assignment. Each sublease of any of the Related Premises shall (A) be expressly subject and subordinate to this Lease and any Mortgage encumbering the Leased Premises; (B) not extend beyond the then current Term minus one day; (C) terminate upon any termination of this Lease, unless Landlord elects in writing, to cause the sublessee to attorn to and recognize Landlord as the lessor under such sublease, whereupon such sublease shall continue as a direct lease between the sublessee and Landlord upon all the terms and conditions of such sublease; and (D) bind the sublessee to all covenants contained in Paragraphs 4(a), 10 and 12 with respect to subleased premises to the same extent as if the sublessee were the Tenant. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder or the Guarantors under the Guaranty. All such obligations of Tenant shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. No assignment or sublease shall impose any additional obligations on Landlord under this Lease. (e) Tenant shall, within ten (10) days after the execution and delivery of any assignment or sublease, deliver a duplicate original copy thereof to Landlord which, in the event of an assignment, shall be in recordable form. (f) As security for performance of its obligations under this Lease, Tenant hereby grants, conveys and assigns to Landlord all right, title and interest of Tenant in and to all subleases now in existence or hereafter entered into for any or all of the Leased Premises, any and all extensions, modifications and renewals thereof and all rents, issues and profits therefrom. Landlord hereby grants to Tenant a license to collect and enjoy all rents and other sums of money payable under any sublease of any of the Leased Premises, provided, however, that if at any time either (i) an Event of Default has occurred or (ii) there are subleases which in the aggregate result in there being under sublease more than twenty-five percent (25%) of the leaseable space in the Improvements Landlord shall have the absolute right at any time upon notice to Tenant and any subtenants to revoke said license and to collect such rents and sums of money. Any rents and other sums of money received by Landlord shall be applied to Rent next due and owing. Tenant shall not accept any rents more than thirty (30) days in advance of the accrual thereof nor do nor permit anything to be done, the doing of which, nor omit or refrain from doing anything, the omission of which, will or could be a breach of or default in the terms of any of the subleases. (g) Except as otherwise specifically provided in this Paragraph 21(g), Tenant shall give Landlord written notice at least 60 days not have the power to mortgage, pledge or otherwise encumber its interest under this Lease or any sublease of any of the Related Premises, and any such mortgage, pledge or encumbrance made in advance thereofviolation of this Paragraph 21 shall be void and of no force and effect. Landlord hereby waives (i) any right to distrain Tenant's Personal Property and (ii) any Landlord's lien or similar lien upon Tenant's Personal Property, regardless of whether such lien is created by statute or otherwise, specifically excluding, however, the Equipment. At the request of Tenant, Landlord shall then have execute a period waiver (in form reasonably satisfactory to Landlord) of 30 days following receipt any Landlord's or similar lien for the benefit of any holder of a security interest in or lessor of any of Tenant's Personal Property. Landlord agrees to acknowledge (in a written form reasonably satisfactory to Landlord) to such notice within which Persons at such times and for such purposes as Tenant may reasonably request that trade fixtures owned by Tenant are Tenant's Personal Property and not party of the Leased Premises (regardless of whether or to notify Tenant in writing that Landlord elects either:what Tenant's Personal Property is affixed to the Leased Premises) or otherwise subject to the terms of this Lease. (ah) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject Subject to the provisions of this Lease which expressly survive the termination Paragraph 35 hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign Landlord may sell or sublet such space, subject, however, to transfer the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to Leased Premises at any time without Tenant's consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall any third party who is not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform a Competitor (each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate"Third Party Purchaser"). In the event of an assignment any such transfer, Tenant shall attorn to any Third Party Purchaser as Landlord so long as such Third Party Purchaser and Landlord notify Tenant in writing of this Leasesuch transfer. At the request of Landlord, Tenant will execute such documents confirming the assignee, for purposes of this Agreement, be deemed agreement referred to have adopted the warrants of attorney above and confession of judgment, set forth in Section 24.02 such other agreements as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Leasereasonably request, provided Landlord’s successor in interest assumes Landlord’s that such agreements do not increase the liabilities and obligations of Tenant hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 No assignment of this Lease or sublease of all or any part of the Premises shall be permitted, except as provided in this Article 16. a. Tenant shall not, without the prior written consent of Landlord, assign or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Tenant. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. This Lease shall not, nor shall any interest of Tenant herein, be assignable by operation of law without the written consent of Landlord. b. If at any time or from time to time during the Term Tenant should desire desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord setting forth the terms and provisions of the proposed assignment or sublease, and the identity of the proposed assignee or subtenant. Tenant shall promptly supply Landlord with such information concerning the business background and financial condition of such proposed assignee or subtenant as Landlord may reasonably request. Landlord shall have the option, exercisable by notice given to Tenant within twenty (20) days after Tenant's notice is given, either to sublet such space from Tenant at the rental and on the other terms set forth in this Lease for the term set forth in Tenant's notice, or, in the case of an assignment, to terminate this Lease. If Landlord does not exercise such option, Tenant may assign the Lease or sublet such space to such proposed assignee or subtenant on the following further conditions: (1) Landlord shall have the right to approve such proposed assignee or subtenant, which approval shall not be unreasonably withheld; (2) The assignment or sublease shall be on the same terms set forth in the notice given to Landlord; (3) No assignment or sublease shall be valid and no assignee or sublessee shall take possession of the Premises until an executed counterpart of such assignment or sublease has been delivered to Landlord; (4) No assignee or sublessee shall have a further right to assign or sublet except on the terms herein contained; and (5) Any sums or other economic consideration received by Tenant as a result of such assignment or subletting, however denominated under the assignment or sublease, which exceed, in the aggregate, (i) the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased), plus (ii) any real estate brokerage commissions or fees payable in connection with such assignment or subletting, shall be paid to Landlord as additional rent under this Lease without affecting or reducing any other obligations of Tenant hereunder. c. Notwithstanding the provisions of paragraphs a and b above, Tenant may assign this Lease or sublet the Premises (or any part portion thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the without Landlord's consent and without extending any recapture or termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant option to Landlord, and shall be paid to any corporation which controls, is controlled by Tenant or is under common control with Tenant, or to Landlord in any corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to assets of Tenant’s assignment or subleasing of such space's business as a going concern, provided such refusal notwithstanding anything contained that (i) the assignee or sublessee assumes, in legislation, law or statute, as the same may be amended from time to timefull, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each obligations of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights (ii) Tenant remains fully liable under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance (iii) the use of such obligationsthe Premises under Article 8 remains unchanged.

Assignment and Subletting. Section 18.01 If (a) Subject to the approval of Landlord, which shall not be unreasonably withheld, Tenant should desire shall be entitled to assign this Lease or sublet sublease the entirety of the Premises to any person or entity provided, however, that prior to any assignment and/or sublease to a third party other than an entity owned or controlled by the same owning or controlling interest as Tenant or a current USA student who qualifies for USA housing and is leasing a portion of the Premises for said housing, Tenant must first offer Landlord the opportunity to lease the Premises under the same terms as those offered to or by the third party, provided, however, that Landlord and USA’s rights under this Paragraph 17 shall not apply to a foreclosure sale by a leasehold mortgagee or to a subsequent sale by such mortgagee who was the successful bidder at the foreclosure sale (provided, however, that no subsequent sale by a successful bidder may be made pursuant to the terms of this paragraph of this Lease without the prior written approval of Landlord which approval shall not be unreasonably withheld). Landlord shall have thirty (30) days from Tenant’s notification of potential assignment or any part thereof)sublease to a third party to lease the Premises pursuant to this Paragraph 17. No assignment by Tenant shall operate to release Tenant of its future obligations under this Lease, unless Landlord shall agree in writing to the contrary. As long as all rent and other obligations due are being timely paid to Landlord, Tenant shall give Landlord written notice at least 60 days be solely entitled to any consideration paid by the assignee, including, but not limited to, compensation for the Improvements or equipment located thereon, goodwill and rent in advance thereof. Landlord shall then have a period excess of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate the amounts set forth by this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;Lease. (b) to permit Tenant Landlord shall be entitled to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assigneein whole or in part, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sameany person or entity. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If (a) Tenant should desire shall not have the right to assign or pledge this Lease or to sublet the whole or any part of the Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, or assign this Lease for security purposes, without the prior written consent of Landlord, which shall not unreasonably be withheld, conditioned, or delayed, 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 (Premises, or any part portion thereof), or assign this Lease, Tenant shall give Landlord written notice thereof to Landlord at least 30 days but no more than 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt prior to the proposed commencement date of such subletting or assignment, which notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to shall set forth the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval name of the proposed assignee subtenant or subtenant by Landlordassignee, the relevant terms of any sublease and provided that if copies of financial reports and other relevant financial information of the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s or assignee. Notwithstanding any permitted assignment or subleasing of such spacesubletting, provided such refusal notwithstanding anything contained in legislation, law or statute, as Tenant shall at all times remain directly and primarily responsible and liable for the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each payment of the covenants, obligations, rent herein specified and agreements for compliance with all of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s its other obligations under this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Premises or any part thereof are then sublet, Landlord, in addition to any other remedies provided herein or by law, may collect directly from such subtenant all rents due and becoming due to Tenant under such sublease and apply such rent against any sums due to Landlord from Tenant hereunder. No such collection directly from an assignee or subtenant shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. (b) Notwithstanding the generality of the foregoing, Landlord’s consent shall not be required for an assignment of the Lease or a subletting of the Premises, or part thereof (each a “Permitted Transfer”), to an entity (i) into or with which Tenant is merged or consolidated, (ii) to which substantially all of Tenant’s assets are transferred, or (iii) that controls, is controlled by, or is under common control with, Tenant, provided that (x) such entity has a net worth not less than that of Tenant (and during the Initial Term, not less than that of Tenant or Guarantor, whichever is greater and other equivalent security reasonably satisfactory to Landlord is provided to Landlord), (y) Tenant shall notify Landlord no less than 10 business days prior to the effective date of such transaction by providing Landlord with the name of the resulting entity and such other details as Landlord may reasonably request, and (z) Tenant shall exercise a renewal option in accordance with Paragraph 6 hereof, if at all, prior to such Permitted Transfer (failure to so exercise a renewal option shall act to terminate all renewal options). (c) To the extent required hereunder, consent by Landlord to any assignment or subletting shall not be construed as consent to any other assignment or subletting. Any attempted sale, assignment, mortgage, transfer of this Lease or subletting which does not comply with the provisions of this paragraph shall be void. (d) Except in connection with a Permitted Transfer, in the event that Tenant sells, sublets, assigns, or transfers 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 75% of the net increase in such rent as such rent is received by Tenant and 75% of any other consideration received by Tenant, after reduction for customary and reasonable brokerage commissions and legal fees incurred in negotiating and documenting the assignment or sublease. (e) Should Landlord agree to authorize and execute an assignment or sublease by agreement, Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than will pay to Landlord on demand a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed sum equal to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor costs, including attorney’s fees, incurred in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of connection with such obligationsassignment or transfer.

Assignment and Subletting. Section 18.01 Not without prior written consent of Landlord (which consent shall not be unreasonably withheld or delayed by Landlord) to 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, it being understood that Tenant shall, as additional rent, reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting. No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee). No consent to any of the foregoing in a specific instance shall operate as waiver in any subsequent instance. If Tenant should desire requests Landlord's consent to assign this Lease or sublet more than forty percent (40%) of the Premises (or any part thereof)Premises, Tenant Landlord shall give Landlord have the option, exercisable by written notice at least 60 to Tenant given within thirty (30) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) request, to terminate this Lease as to of a date specified in such notice which shall be not less than forty-five (45), or more than sixty (60) days after the space so affected date of such notice, and any rental received by Tenant from sub-tenant must be remitted to Landlord, provided, however, in the event Landlord notifies Tenant of its right to recapture as aforesaid, Tenant shall have the right, exercisable by written notice within fifteen (15) days of receipt of Landlord's notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as withdraw its request to such space; (b) to permit Tenant to so assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, Premises. Landlord and provided Tenant hereby further agree that if the Rental rate agreed upon between Tenant and its proposed subtenant is Landlord approves a sublease or assignment with a total rentable amount greater than the Rental rate that total rent due from Tenant must pay to Landlord hereunderunder this Lease, then 100% Tenant shall pay to Landlord forthwith upon Tenant's receipt of each such installment of such excess Rental shall be considered rent during the term of any approved sublease or assignment, as additional Rental owed rent hereunder, an amount equal to fifty percent (50%) of the positive excess between all fixed rent and additional rent received by Tenant under the sublease or assignment (after reimbursement to LandlordTenant of all reasonable brokerage fees, reasonable attorney fees, reasonable tenant improvement allowances and shall be paid any other subletting costs reasonably incurred by Tenant Tenant) and the Fixed Rent and additional rent to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment In the event the sublease is less than the full Premises hereunder, the above rent adjustment shall be equally prorated on a square foot basis. Notwithstanding the foregoing, Tenant shall have the right, without Landlord's consent, to sublet, assign or sublease otherwise transfer its interest in this Lease to any parent, affiliate or operating subsidiary of Tenant, or subsidiary or affiliate of Tenant's parent, or to a corporation with which it may merge or consolidate, provided, however, that such sublessee, assignee, or transferee agrees to be bound by Tenant in violation of all the terms and provisions of this Section 18.01 Lease and written documentation evidencing same is provided to Landlord. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any other person having interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Premises which provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession or other agreement shall be void. In no event shall Tenant solicit assignees absolutely void and ineffective as a conveyance of any right or sub lessees interest in other Buildings owned by Landlordthe possession use, occupancy or at less than a fair market rate. In the event utilization of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.Premises,

Assignment and Subletting. Section 18.01 Tenant shall not, without the prior written consent of Landlord (which shall not be unreasonably withheld or delayed), assign this Lease Agreement or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void. If at any time during the Term Tenant should desire desires to assign this Lease Agreement or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building Premises, Tenant shall give notice (and any valid notice must be in writing) to Landlord of such desire, including the name, address and all contact party for the proposed assignee or subtenant, the effective date of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunderthe proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), and in the instance of a proposed sublease, the square footage to be subleased, a floor plan professionally drawn to scale depicting the proposed sublease area (recognizing that the one attached as Exhibit “A” meets such criteria), and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms no later than prior to the scheduled expiration of this Lease Agreement, and immediately upon the sooner termination hereof). Landlord may, at its option, exercisable by written notice given to Tenant within forty-five (45) days next following Landlord’s receipt of Tenant’s notice, elect to recapture the Premises if Tenant is proposing to sublet or terminate this Lease Agreement in the event Landlord assigns its rights under this Leaseof an assignment. 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 Rent and to perform all other obligations to be performed by Tenant hereunder for the remainder of the then current Lease Term. Landlord shall be released from entitled to a one-time $250.00 fee for consenting to any further obligations hereundersublet or assignment. Provided, and Tenant agrees however, that at no time shall the use of the Premises by Tenant’s bank affiliates be considered an assignment or subletting (including but not limited to look solely to Landlord’s successor as that described in interest for performance of such obligationsthis Article 9).

Assignment and Subletting. Section 18.01 If (a) Tenant should desire shall have the right to assign or transfer all or any portion of its interest in this Ground Lease or sublet the Ground Leased Premises (or any part thereof), Tenant shall give without the prior approval of Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days the following receipt of such notice within which to notify Tenant in writing that Landlord elects eithercircumstances: (ai) An assignment or transfer to terminate this Lease as to an Affiliate of Tenant; or (ii) A transfer that is made in connection with a sale, assignment, or other transfer of Tenant’s interest in the space so affected Ground Leased Premises and the improvements constructed thereon by Tenant, provided any such transfer by Tenant in its notice, in which event Tenant, shall be subject to this Ground Lease and the transferee shall be required to assume in writing Tenant’s obligations under this Ground Lease. Except as provided in the preceding provisions of this Section 10.1, Tenant may not sell, assign, convey or transfer Tenant’s interest in this Ground Lease and the leasehold estate created hereby, for purposes of security or otherwise, other than as expressly permitted in this Ground Lease, without the prior written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed. Any authorized assignment, conveyance or transfer of Tenant’s interest in this Ground Lease shall be subject to compliance with the provisions of this Lease, including without limitation, Article 4 above. Notwithstanding anything to the contrary set forth herein, Tenant shall in no event be released from this Ground Lease, and shall remain fully liable for all of the terms, provisions, covenants, conditions, indemnifications and obligations binding upon Tenant under this Ground Lease which expressly survive unless Landlord agrees to the termination hereofrelease in writing; and in the event of an approved sale or transfer of Tenant’s interest in this Ground Lease, any approved assignee shall be relieved of all further required to assume in writing the “Tenant” obligations hereunder as to such space;under this Lease. (b) Tenant shall have the right to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval portions of the proposed assignee or subtenant by Landlord, Ground Leased Premises at any time and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time. However, the Landlord, each sublease shall not be deemed subject to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord subordinate to assume and perform each of the covenants, obligationsthis Ground Lease, and agreements any sublease shall be subject to compliance with the provisions of the Tenant in this Lease Lease, including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateArticle IV above. In the event of an assignment of such a sublease, Tenant shall not be released from this Ground Lease, and shall remain fully liable for all the assigneeterms, provisions, covenants, conditions, indemnifications and obligations binding upon Tenant under this Ground Lease. (c) Tenant shall have the right from time to time to assign the leasehold estate created by this Ground Lease as security for a loan or loans which are obtained by Tenant to develop improvement upon the Ground Leased Premises. A copy of such assignment shall be delivered to Landlord. In the event on any occasion hereafter Tenant seeks to mortgage its interest in the Ground Leased Premises, Landlord agrees to amend this Ground Lease from time to time to the extent reasonably required by a lender proposing to make a loan secured by a first lien upon Tenant’s interest in the Ground Leased Premises, provided that such proposed amendments do not materially and adversely affect the rights or obligations of Landlord or the rights or obligations of Tenant or Tenant’s interest in the Ground Leased Premises. All reasonable expenses incurred by Landlord in connection with any such amendment shall be paid by Tenant. (d) For purposes of this AgreementSection 10.1, be deemed Affiliate shall mean, with respect to have adopted Tenant, any party directly or indirectly controlling, controlled by, or under common control with Tenant at any time during the warrants period for which the determination of attorney and confession affiliation is being made. For purposes of judgmentthis definition, set forth in Section 24.02 as if the assignee has executed term “control” (including the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part correlative meanings of the Building terms “controlled by” and “under common control with”), as used with respect to any and all party, means the possession, directly or indirectly, of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees power to look solely to Landlord’s successor in interest for performance direct or cause the direction of management policies of such obligationsparty, whether through the ownership of voting securities or by contract or otherwise.

Assignment and Subletting. Section 18.01 If Tenant should desire agrees not to assign this Lease ------------------------- or any interest therein nor to sublet the Premises (whole or any part thereof), Tenant shall give of the Premises unless and until the area encompassed by the proposed sublease or assignment is first offered in writing to Landlord written notice at least 60 days in advance thereof. Landlord shall then have for a period of 30 days following receipt ten (10) days, with Landlord having the option to take said proposed assigned or sublet space for its own account and to relet the same for its own account and proportionately abating Tenant's rent during the term of such notice within said proposed sublease or assignment. If Landlord chooses not to exercise this option, Tenant with Landlord's written consent first obtained may sublet or assign all or a portion of the Premises, providing the proposed sublessee or assignee first pays in advance two months' rent which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as will be applied to the space so affected by Tenant in its notice, in which event Tenant, subject to rent due during the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval last two months of the proposed subleasing or assignment and provided further that, in the event said sublessee or assignee pays rent (or other form of compensation however designated) greater than that due from Tenant, said excess shall be paid over to Landlord by Tenant as received and the same shall constitute additional rent due Landlord from Tenant under this Lease. Consent to any assignment or subletting shall apply only in the given instance and a further assignment or subletting by Tenant or its assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to made only after obtaining Landlord, and shall be paid by Tenant to 's prior written consent as provided in Section 8. Nothing contained herein will obligate Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s any proposed assignment or subleasing sublease if the proposed sublessee or assignee does not meet Landlord's reasonable financial criteria or would otherwise be considered an undesirable tenant, because of such space, provided such refusal notwithstanding anything contained in legislation, law its business or statute, as the same may be amended from time to timebusiness reputation, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each character of the covenantsBuilding and the types and mix of other tenants. Upon any subletting, obligations, and agreements nothing contained herein shall be construed to relieve Tenant of the Tenant any of its obligations contained in this Lease including, without limitation, the provision obligation to pay rent. Tenant shall not require Landlord's consent to sublease Premises or assign the lease to a bona fide subsidiary or affiliate of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 18.01. If Tenant should desire to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant subTenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s 's assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time space and to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in continue this Lease includingin full force and effect as to the entire Premises, without limitationin which case, the provision any judgment against Landlord for unreasonable denial shall be limited to specific performance of the entry approval of judgment by confession for monetary damages and possession as set forth in Section 24.02said assignment or sublease. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s 's obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees sublessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 18.02. Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s 's successor in interest assumes Landlord’s 's obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s 's successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If (a) In the event that Tenant should desire desires to (x) assign the Lease or (y) sublease the whole or a portion of the Premises, to any other party the terms and conditions of such assignment or sublease shall be communicated to Landlord in writing not less than thirty (30) days prior to the proposed effective date of any such assignment or sublease. (b) Tenant may assign this Lease or sublet the Premises Premises, subject to the Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed on the basis of the following terms and conditions: (or any part thereof), i) Tenant shall give provide to Landlord the name and address of the assignee or sublessee. (ii) The assignee shall assume, by written notice instrument, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to Landlord at least 60 ten (10) days in advance thereofprior to the effective date of the assignment. Landlord The subtenant shall then have agree by written instrument not to take any action that would cause a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:default under this Lease. (a) to terminate this Lease as to Tenant and each assignee shall be and remain liable for the space so affected by Tenant in its notice, in which event Tenant, subject to observance of all the covenants and provisions of this Lease which expressly survive Lease, including, but not limited to, the termination hereof, shall be relieved payment of all further obligations rent and additional rent due hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to through the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statuteentire Term, as the same may be amended from time renewed, extended or otherwise modified, (b) each sublessee shall, in accordance with the terms of the sublease, be and remain liable for the observance of all applicable non-monetary covenants and provisions of this Lease with respect to timethe subleased premises, through the entire term of this Lease, as the same may be renewed, extended or otherwise modified and no sublease shall permit any subtenant to violate any of the terms of this Lease. (iv) Tenant shall promptly pay to Landlord seventy-five (75%) percent of the rent and any other consideration received for or in connection with any assignment or sublease, however denominated, as and when received, in excess of the rent required to be paid by Tenant hereunder after first deducting any actual out-of-pocket expenses (including, but not limited to brokerage fees, attorneys’ fees, and tenant fit-up costs) incurred by Tenant in effecting such assignment or sublease. (v) In any event, the acceptance by Landlord of any rent from any of the subtenants or the failure of Landlord to insist upon a strict performance of any of the terms, conditions and covenants herein from any assignee or subtenant shall not release Tenant herein, from any and all of the obligations herein during and for the entire terms of this Lease. (vi) Tenant shall only assign or sublet the Premises to an assignee or sublessee (1) whose financial status is acceptable to Landlord, at Landlord’s reasonable discretion, and (2) whose use is acceptable to Landlord, at Landlord’s sole, but commercially reasonable, discretion. (vii) Landlord shall require Tenant to pay to Landlord the amount of Seven Hundred Fifty and 00/100 ($750.00) Dollars as payment to cover its handling charges for each request for consent to any assignment or sublet prior to its consideration of the same. (viii) Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no other claim or cause of action against Landlord as a result of Landlord’s actions in refusing to consent thereto. (ix) The assignment or sublease shall provide that there shall be no further assignments and/or subletting without Landlord’s consent which consent shall not be unreasonably withheld or delayed. (c) Notwithstanding anything contained in this Paragraph 25 to the contrary, Tenant shall have the right to assign this Lease or sublease the whole of the Premises to an entity controlling, controlled by, or under common control with Tenant or in connection with a merger or consolidation of Tenant with another company or a sale of all or substantially all of the assets of Tenant. Any assignment in connection with a transaction of the nature permitted pursuant to the preceding sentence, shall not be deemed subject to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee provisions of subsections, (a), b(iv) or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenantsb(vi)(1) hereof, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and but all other provisions of this Section 18.01 Paragraph shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sameapply. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If In the event Tenant should desire to assign this Lease or sublet the Premises (or any part thereof)Premises, Tenant shall give Landlord written notice of such desire at least 60 forty-five (45) days in advance thereofof the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of 30 fifteen (15) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: either (ai) to terminate this Lease lease as to of the space date so affected specified by Tenant in its noticeTenant, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall Tenant will be relieved of all further obligations hereunder as to such space; hereunder, or (bii) to permit Tenant to assign or sublet such space, subject, however, subject to the subsequent prior written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall consent not to be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, unreasonably withheld so long as the same may be amended from time to time, use of the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless Premises by the proposed assignee or sub-lessee would be a permitted use and the proposed assignee is of sound financial condition as reasonably determined by Landlord. If Landlord should fail to notify Tenant in writing of such election within said fifteen (15) day period, Landlord shall have agreed in writing with deemed to have consented to such assignment or sublease. Failure by Landlord to assume approve a proposed assignee shall not cause a termination of this Lease. Any rents or other consideration realized by Tenant under any such sublease and perform each assignment in excess of the covenantsRents hereunder, obligations, and agreements after amortization of the reasonable costs of extra tenant improvements for which Tenant in this Lease includinghas paid and reasonable subletting and assignment costs, without limitation, the provision of the entry of judgment by confession for monetary damages shall be divided and possession as set forth in Section 24.02paid ninety percent (90%) to Landlord and ten percent (10%) to Tenant. No Upon assignment or subletting by Tenant, approved by Landlord, Tenant shall relieve Tenant be relieved of Tenant’s obligations any obligation under this Lease. Any attempted assignment or sublease by Tenant in violation of subletting which conflicts with the terms and provisions of this Section 18.01 hereof shall be void. In no event Notwithstanding the above, to the extent that Tenant has more than fifty (50%) percent direct common ownership with Tenant's proposed assignee or sublessee, Tenant shall Tenant solicit assignees be allowed to assign or sub lessees sublease this Lease subject only, in other Buildings owned by the case of an assignment, to Tenant's proposed assignee executing, with Landlord, or at less than a fair market rate. In an assumption agreement agreeing to be fully bound to the event of an assignment terms and conditions of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. (a) Notwithstanding anything to the contrary contained in this Lease, except as provided in the following sentence, beginning on the Commencement Date of the Initial Premises, so long as Tenant is Target Corporation, Target Corporation shall have the right to Transfer all or any portion of the Premises without Landlord’s prior approval, provided that: (i) in connection with any assignment, Target Corporation and any assignee shall be jointly and severally liable for all of the obligations of Tenant under this Lease pursuant to any assignment; and (ii) in connection with any Transfer, Target Corporation will be entitled to retain 100% of all income from any Transfer. This Section 18.01 If 18(a) is personal to Target Corporation and is not assignable. Any assignee of Target Corporation is subject to the remaining terms of Section 18 of this Lease. Notwithstanding Target Corporation’s rights contained in this Section 18(a), Target Corporation shall provide Landlord written notice of any Transfer under this Section 18(a) and deliver applicable fully executed documentation related thereto to Landlord within thirty (30) days after the execution thereof. In addition to the above in this Section 18(a), Landlord’s prior written consent will also not be required in connection with a Corporate Transaction where Target Corporation does not survive if the surviving entity has a Tangible Net Worth and Net Current Assets immediately following the Corporate Transaction which is not less than the Tangible Net Worth and Net Current Assets of Target Corporation as of the Effective Date. Tenant should desire will not partially assign its rights under this Lease but may sublet the Premises in whole or in part pursuant to the terms of this Section 18. (b) Except for a Corporate Transaction or as provided in Section 18(a) above, Tenant shall not assign this Lease or sublet sublease the Premises or any part thereof or mortgage, pledge or hypothecate its leasehold interest or grant any concession or license within the Premises (any such assignment, sublease, mortgage, pledge, hypothecation, or grant of a concession or license being hereinafter referred to in this Section 18 as a “Transfer”) without the prior written consent of Landlord (which consent shall not be unreasonably withheld); provided, however, so long as Target Corporation is Tenant, Target Corporation shall not be required to obtain the prior written consent of Landlord for any part thereofTransfer. For any Transfer requiring Landlord’s prior written consent as provided in this Section 18(b), Tenant such request shall give Landlord written notice at least 60 days in advance thereofinclude the name of the proposed assignee or sublessee, current financial information on the proposed assignee or sublessee and the terms of the proposed Transfer. Landlord shall then have a period of 30 shall, within fifteen (15) days following receipt of such notice within which to request, notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b1) to permit Tenant to assign or sublet such space, subject, however, to space in accordance with the subsequent written approval of the proposed assignee or subtenant by Landlord, and terms provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, or (2) to refuse consent to Tenant’s requested Transfer and to continue this Lease in full force and effect as to the entire Premises (in which event detailed reasons shall be paid by submitted with such refusal). If Landlord shall fail to notify Tenant in writing of such election within said fifteen (15) day period, Tenant shall send to Landlord a second request and if Landlord fails to notify Tenant in writing within five (5) days after receipt of the same manner that second notice, Landlord shall be deemed to have elected option (1) above. If Landlord elects to exercise option (1) above, Tenant pays Annual Base Rental; oragrees to provide, at its expense, direct access from any sublet space or concession area to a public corridor of the Building, and such other improvements, alterations or additions as may be required by applicable law. The prohibition against a Transfer contained herein shall be construed to include a prohibition against any Transfer by merger, sale of assets, sale of a controlling interest in stock or by operation of law. Any assignment or sublease must be in writing and Tenant shall have provided Landlord with copy of the executed copy of assignment or sublease within ten days after the date of such sublease or assignment. (c) Notwithstanding that the prior express written consent of Landlord to refuse to a Transfer has been obtained under the provisions of Section 18(b) or that such written consent to Tenant’s assignment or subleasing of such space, Landlord is not required as provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to timeSection 18(a) and Section 18(b), the Landlordfollowing shall apply to all Transfers: (1) Tenant shall, shall not be deemed in the case of an assignment, cause the assignee to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed expressly assume in writing with Landlord and to assume and agree to perform each all of the covenants, obligationsduties and obligations of Tenant hereunder, and agreements of the such transferee shall be jointly and severally liable therefor along with Tenant in this Lease including(i.e., without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Landlord’s consent to any Transfer shall not release Tenant shall relieve Tenant of Tenant’s from performing its obligations under this Lease. Any attempted , but rather Tenant and its transferee shall be jointly and severally liable therefor); (2) Except as provided in Section 18(a), in the event that the rent or other consideration due and payable by a sublessee or assignee under any such permitted sublease or assignment or sublease exceeds the Rent for the portion of the Premises so transferred, then Tenant shall pay to Landlord, as additional Rent, fifty percent (50%) of all such excess rental and other consideration, immediately upon receipt thereof by Tenant in violation from such transferee; (3) No usage of the Premises different from the Permitted Use by Tenant shall be permitted, and all of the terms and provisions of this Section 18.01 Lease shall continue to apply after a Transfer; (4) Any such transferee’s obligations shall include, without limitation, the obligation to pay Rent as to the portion of the Premises subject to the Transfer, and Landlord shall be void. In no event shall permitted to enforce the provisions of this Lease against the undersigned Tenant solicit assignees or sub lessees in other Buildings owned by Landlordany transferee, or at less than a fair market rateboth, without demand upon or proceeding in any way against any other persons. After an Event of Default, Landlord may collect Rent directly from the transferee and apply the net amount collected to the Rent reserved in this Lease, without the requirement of any consent or approval from Tenant; and (5) In the case of a sublease, the subtenant shall have no privity of contract with Landlord and shall deal exclusively with its sublessor with respect to its sublease and occupancy, except in the event and to the extent Landlord exercises its rights hereunder to collect Rent directly from any subtenant after an Event of an assignment of Default by Tenant. (d) The consent by Landlord to a particular Transfer shall not be deemed a consent to any other subsequent Transfer. If this Lease, the assigneePremises or the Tenant’s leasehold interest therein, for or if any portion of the foregoing is transferred, or if the Premises are occupied in whole or in part by anyone other than Tenant without the prior consent of Landlord as provided herein, Landlord may nevertheless collect rent from the transferee or other occupant and apply the net amount collected to the Rent payable hereunder, but no such transaction or collection of rent or application thereof by Landlord shall be deemed a waiver of the provisions hereof or a release of Tenant from the further performance by Tenant of its covenants, duties and obligations hereunder. (e) For purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder18, and in addition to any other reasonable grounds for denial, Landlord’s consent to a Transfer will be deemed reasonably withheld if, in Landlord’s good faith judgment, any one or more of the event Landlord assigns its rights following apply: (a) the Transfer would require alterations to the Building or the Complex to comply with applicable Laws; (b) the transferee is a government (or agency or instrumentality thereof); or (c) an Event of Default exists under this Lease, Landlord shall be released from any further obligations hereunder, and Lease at the time Tenant agrees requests consent to look solely to Landlord’s successor in interest for performance of such obligationsthe proposed Transfer.

Assignment and Subletting. Section 18.01 No assignment of this Lease or sublease of all or any part of the Premises shall be permitted, except as provided in this Article 16. (a) Tenant shall not, without the prior written consent of Landlord, assign or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Tenant. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. This Lease shall not, nor shall any interest of Tenant herein, be assignable by operation of law without the written consent of Landlord. (b) If at any time or from time to time during the Term Tenant should desire desires to assign this Lease or sublet the Premises (all or any part thereof)of the Premises, Tenant shall give notice to Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to setting forth the space so affected by Tenant in its notice, in which event Tenant, subject to the terms and provisions of this Lease which expressly survive the termination hereofproposed assignment or sublease, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to and the subsequent written approval identity of the proposed assignee or subtenant. Tenant shall promptly supply Landlord with such information concerning the business background and financial condition of such proposed assignee or subtenant as Landlord may reasonably request. Landlord shall have the option, exercisable by notice given to Tenant within twenty (20) days after Tenant's notice is given, either to sublet such space from Tenant at the rental and on the other terms set forth in this Lease for the term set forth in Tenant's notice, or, in the case of an assignment, to terminate this Lease. If Landlord does not exercise such option, (1) Landlord shall have the right to approve such proposed assignee or subtenant, which approval shall not be unreasonably withheld; (2) The assignment or sublease shall be on the same terms set forth in the notice given to Landlord; (3) No assignment or sublease shall be valid and no assignee or sublessee shall take possession of the Premises until an executed counterpart of such assignment or sublease has been delivered to Landlord; (4) No assignee or sublessee shall have a further right to assign or sublet except on the terms herein contained; and (5) Any sums or other economic consideration received by Tenant asa result of such assignment or subletting, and provided however denominated under the assignment or sublease, that if exceed, in the Rental rate agreed upon between aggregate, (i) the total sums which Tenant and its proposed subtenant is greater than the Rental rate that Tenant must obligated to pay Landlord hereunderunder this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased), then 100% of plus (ii) any real estate brokerage commissions or fees payable in connection with such excess Rental shall be considered additional Rental owed by Tenant to Landlordassignment or subletting, and shall be paid by Tenant to Landlord in the same manner that as additional rent under this Lease without affecting or reducing any other obligations of Tenant pays Annual Base Rental; orhereunder, (c6) to refuse to consent to Tenant’s The assignee or sublessee shall assume, in full, the obligations of Tenant under this Lease; (7) In the event of any assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, with the Landlord's consent, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations in any event remain fully liable under this Lease. Any attempted assignment If Tenant is a corporation, limited liability company or sublease by Tenant in violation partnership, the sale or other transfer of forty-nine percent (49%) or more of the terms and provisions shares or other equity interest of this Section 18.01 Tenant shall be voiddeemed an assignment under this Article 16 and shall require the consent of Landlord. In Tenant understands and acknowledges that any options granted under this Lease, including without limitation renewal options, are personal to the named Tenant and shall terminate and be of no event shall Tenant solicit assignees further force or sub lessees effect in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, Lease or a subleasing of the assignee, for purposes Premises. (e) No subletting or assignment shall release Tenant of Tenant's obligations under this Agreement, Lease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed to have adopted 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 warrants event of attorney and confession default by an assignee or subtenant of judgmentTenant or any successor of Tenant in the performance of any of the terms hereof, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sellproceed directly against Tenant without the necessity of exhausting remedies against such assignee, transfersubtenant or successor . Landlord may consent to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, assignwithout notifying Tenant, or any successor of Tenant, and convey all without obtaining its or any part of the Building their consent thereto and any and all such actions shall not relieve Tenant of its rights liability under this Lease. (f) If Tenant assigns the Lease or sublets the Premises or requests the consent of Landlord to any assignment or subletting or if Tenant requests the consent of Landlord for any act that Tenant proposes to do, provided Landlord’s successor then Tenant shall, upon demand, pay Landlord an administrative fee of One Hundred Fifty and No/100 Dollars ($150.00) plus any attorneys' fees reasonably incurred by Landlord in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of connection with such obligationsact or request.

Assignment and Subletting. Section 18.01 18.01. If Tenant should desire to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant subTenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s 's assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time space and to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in continue this Lease includingin full force and effect as to the entire Premises, without limitationin which case, the provision any judgment against Landlord for unreasonable denial shall be limited to specific performance of the entry approval of judgment by confession for monetary damages said assignment or sublease and possession as set forth in Section 24.02reasonable attorneys' fees along with costs related to obtaining such judgement. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s 's obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees sublessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 18.02. Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s 's successor in interest assumes Landlord’s 's obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s 's successor in interest for performance of such obligations.

Assignment and Subletting. The Tenant will not have the right to effect a Transfer without first complying with Section 18.01 If Tenant should desire to assign this Lease 14.4 and without the prior written consent of the Landlord in each instance, which consent will not be unreasonably withheld or sublet delayed beyond fifteen (15) business days from the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as date tire request together with all the information pertaining to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statuteTransfer, as requested by the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease acting reasonably including, without limitation, the provision name, address, telephone numbers of the entry proposed transferee and its principals, bank and other credit references, experience of judgment the transferee or principals to operate for the permitted use, the type of proposed Transfer, the portion of the Premises which is subject to the proposed Transfer, as well as all other information that may be reasonably requested by confession the Landlord or the Mortgagee, including the financial conditions of the Transfer, is received. The Landlord shall be entitled to be reimbursed for monetary damages all reasonable expenses it incurs resulting from a proposed Transfer, whether or not it consents thereto. The Landlord will advise the Tenant of the amount of such expenses at the time it notifies the Tenant as to whether or not it is granting its consent, and possession such amount shall be due and payable on the day which is fifteen (15) days following delivery of the Landlord’s notice. If the Landlord consents, the consent will not be effective until such time as set forth in Section 24.02the amount payable to the Landlord under this Article has been paid. No assignment or subletting by Tenant Transfer shall relieve Tenant be permitted unless the transferee shall have expressly agreed to be bound directly towards the Landlord for the due fulfilment of all of the Tenant’s obligations under this LeaseLease which relate to the Transfer. Any attempted assignment If Landlord consents to a Transfer, all sub-rentals and/or any other amounts or sublease consideration payable by a subtenant, assignee or other person to the Tenant for this Lease (and for greater certainty, not with respect to the Tenant’s goodwill or interest in violation of leasehold improvements) are hereby irrevocably and unconditionally assigned to the terms Landlord such that the subtenant or other person will pay all such sums directly to the Landlord and provisions of this Section 18.01 shall the amounts so paid will be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In credited against the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights Tenant’s monetary obligations under this Lease. Furthermore, provided Landlord’s successor it is understood that if Landlord does not collect any sub-rentals or other amounts from any subtenant or other person the Tenant will have no claim or defense against the Landlord in interest assumes Landlord’s obligations hereunder, and in any manner whatsoever however the event Landlord assigns its rights under this Lease, Landlord Tenant shall be released entitled to claim the amounts to which it is entitled from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsthe sub-tenant.

Assignment and Subletting. Section 18.01 If Tenant should desire desires to assign this Lease lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days of such desire together with the name of the proposed assignee or sublessee, a detailed description of its business, and current financial information about it in advance thereofsufficient detail to allow Landlord to assess the financial condition of such proposed assignee or sublessee. Landlord shall then have a period not unreasonably withhold its consent to any assignment or subletting. Landlord will consider the financial condition of the proposed assignee and/or sublessee and will compare such financial condition to Tenant's financial condition as of December 31, 2000, as reflected in Tenant's audited financial statement(s). Tenant shall give such notice and information to Landlord at least 30 days prior to the date on which Tenant desires to make such assignment or sublease. For the purposes hereof, transfer of more than half of the stock or other voting control of Tenant shall be deemed to constitute an assignment of this Lease. Landlord shall, within 10 days following receipt of such notice within which to notice, notify Tenant in writing that Landlord elects either: either (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (bi) to permit Tenant to assign this lease or sublet such space, subject, however, or (ii) refuse to the subsequent written approval of the proposed assignee permit Tenant to assign this lease or subtenant by Landlord, and provided that if the Rental rate agreed upon between sublet such space. If Landlord should fail to notify Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% in writing of such excess Rental election within such thirty-day period, Landlord shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted elected (ii) above. 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. Tenant shall pay all costs incurred by Landlord in connection with the warrants foregoing provisions including without limitation legal fees, construction costs to reconfigure the Premises, and credit checks. Notwithstanding any assignment or subletting, Tenant and any guarantor of attorney Tenant's obligations under this lease shall at all times remain fully responsible and confession liable for the payment of judgmentthe rent herein specified and for compliance with all of Tenant's other obligations under this lease. Moreover, set forth in Section 24.02 as if the rental or other consideration (or a combination of the rental and any bonus or other consideration therefor or incident thereto) due and payable to Tenant by an assignee has executed or sublessee exceeds the same. Section 18.02 rental payable under this lease (appropriately prorated in the case of a sublease of less than all of the Premises), then Tenant shall be bound and obligated to pay Landlord may sell(after deduction of the standard brokerage commission paid to the broker representing the pertinent sublessee, transfer, assignif in fact such a commission is paid, and convey any alteration costs) fifty percent (50%) of all such excess rental and other excess consideration within ten (10) days after receipt thereof by Tenant. Finally, upon any assignment or any part of subletting all rentals paid to Tenant by an assignee or sublessee shall be received by Tenant in trust for Landlord, to be forwarded immediately to Landlord. If Landlord transfers and assigns its interest in this lease and the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in containing the event Landlord assigns its rights under this LeasePremises, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s such successor in interest of the Landlord for performance of such obligations. Tenant shall not mortgage, pledge or otherwise encumber its interest in this lease or in the Premises. Notwithstanding anything contained herein to the contrary, Tenant agrees not to sublease any of its Premises or assign its lease to any lawyers or law firms in the event ▇▇▇▇▇▇ and ▇▇▇▇▇ is a tenant in the Building.

Assignment and Subletting. Section 18.01 If a. Tenant should desire may not assign this Lease, sublet, encumber of grant a license as to assign the Premises or permit any use of the Premises by another party (collectively, “Transfer”), without the prior written consent of Landlord. A transfer or series of transfers whereby fifty percent (50%) or more of the ownership interests in Tenant are transferred, or an assignment or transfer by operation of law or otherwise in connection with a merger, consolidation, reorganization, stock sale or other like transaction, shall also constitute a Transfer. Landlord’s consent to one Transfer shall not constitute consent to a subsequent Transfer. Any Transfer without Landlord’s consent shall be void and, at the option of Landlord, shall terminate this Lease. Landlord’s waiver or consent to any Transfer shall be ineffective unless set forth in writing, and Tenant shall not be relieved from any of its obligations under this Lease unless Landlord’s consent expressly so provides. The acceptance of Rent hereunder, or the acceptance of performance of any other term, covenant, or condition hereof, from any other person or entity shall not be deemed to be a waiver of any of the provisions of this Lease or sublet a consent to any Transfer. b. If Tenant desires to Transfer this Lease or the Premises Premises, then at least thirty (or any part thereof30) days before the date Tenant desires the Transfer to be effective (the “Transfer Date”), Tenant shall give Landlord a notice (the “Transfer Notice”) containing such information, including a copy of any proposed assignment or sublease, as Landlord may deem reasonably necessary to its consideration whether to grant its consent. Landlord may, by giving written notice at least 60 to Tenant within thirty (30) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of the Transfer Notice: (i) grant such consent, (ii) refuse such consent, in its reasonable discretion, or (iii) terminate this Lease with respect to the space described in the Transfer Notice as of the Transfer Date (a “Transfer Termination”). If Landlord delivers notice within which of its election to notify Tenant exercise a Transfer Termination, this Lease, and the term and estate herein granted, shall terminate as of the Transfer Date with respect to the space described in writing that such Transfer Notice. No failure of Landlord elects either: (a) to exercise any such option to terminate this Lease as Lease, or to deliver a timely notice in response to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereofTransfer Notice, shall be relieved of all further obligations hereunder as deemed to such space; (b) to permit Tenant to assign or sublet such space, subject, however, be Landlord’s consent to the subsequent written approval proposed Transfer. Tenant shall reimburse Landlord for all of the proposed assignee or subtenant by Landlord, ’s reasonable out-of-pocket expenses in connection with its consideration of any Transfer Notice. The parties acknowledge and provided agree that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental it shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to reasonable for Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to a Transfer to an existing occupant of the Project or to an entity with which Landlord is then negotiating, or has negotiated in the preceding month, to lease premises in the Project. c. If the rental due and payable by a transferee (or a combination of the rental payable under such Transfer plus any bonus or other consideration therefor or incident thereto in any form) exceeds the sum of the Rent payable under this Lease (“Profit”), then Tenant shall pay Landlord as additional Rent hereunder fifty percent (50%) of the Profit within three (3) days following receipt thereof by Tenant’s assignment . If Tenant shall sublet the Premises or subleasing of such spaceany part thereof, provided such refusal notwithstanding anything contained in legislation, law or statuteTenant hereby immediately and irrevocably assigns to Landlord, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession security for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms , all rent from any such subletting, and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, collect such rent and convey all or any part of the Building and any and all of its rights apply it toward Tenant’s obligations under this Lease; except that, provided Landlord’s successor in interest assumes Landlord’s obligations hereunderuntil the occurrence of a default, and in Tenant shall have the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees right to look solely to Landlord’s successor in interest for performance of collect such obligationsrent.

Assignment and Subletting. Section 18.01 If (a) Tenant should desire shall have the right, without Landlord's consent, to assign this Lease lease or to sublet the Demised Premises as an entirety pursuant to a sublease (or any part thereofthe "Master Sublease") in a form agreed to by Tenant and the sublessee thereunder (the "Master Sublessee"), Tenant provided: 23.1.1. Such assignee of this lease shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant assume and agree in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination Section 31.1 hereof), shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, howeverduly executed and acknowledged and in form for recording, to perform and observe, from and after the subsequent written approval effective date of such assignment, all of the proposed assignee or subtenant by Landlordterms, covenants, and provided that if conditions of this lease to be observed and performed by the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each bound by all of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and other provisions of this Section 18.01 lease, and that any Master Sublessee shall agree in writing, duly executed and acknowledged and in form for recording, to comply with and be subject to all the provisions of this lease; and 23.1.2. A duplicate original of such assignment or Master Sublease and the assumption agreement shall be void. In delivered to the Landlord promptly after the execution and delivery thereof, and no event such assignment or Master Sublease shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market ratebe effective unless and until the foregoing conditions have been complied with. In the event of an any such assignment in conformity with the foregoing, Tenant shall be released from the obligations of this Lease, lease accruing after the assignee, for purposes effective date of such assignment. All subsequent assignments of this Agreementlease or Master Sublease shall likewise be subject to the terms and conditions of this Section. (b) Any Master Sublessee shall have the right to (i) mortgage, pledge, hypothecate or encumber its interest under a Master Sublease and (ii) assign or further sublease the Demised Premises in the same manner as Tenant may assign or sublease the Demised Premises as herein provided. In connection therewith, any mortgagee of the Master Sublessee's subleasehold interest in the Master Sublease shall have the same benefits afforded to any Leasehold Mortgagee of Tenant's leasehold interest as provided in Article 24 hereof. Additionally, any Master Sublease shall be deemed entitled to have adopted the warrants of attorney and confession of judgment, benefits set forth in Section 24.02 as if 25.1 and, in connection therewith, shall not be required to comply with the assignee has executed the sameprovisions of Article 25. Section 18.02 Landlord 23.2. Notwithstanding anything to the contrary contained herein, this lease may sell, transfer, assign, and convey all or be assigned at any part time without Landlord's consent pursuant to the provisions of Article 24. Section 23.3. Tenant shall have the right to sublet portions of the Building Demised Premises at any time and any and all of its rights under this Leasefrom time to time without Landlord's consent, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunderprovided, and Tenant agrees hereby agrees, that (a) each sublease of any portion of the Demised Premises which is hereafter made shall be in writing, (b) each sublease shall be made on an arms' length basis, on reasonable rentals and terms, (c) no such sublease shall in any way affect or reduce any of the obligations of Tenant under this lease and (d) a true copy of each sublease shall be delivered by Tenant to look solely Landlord promptly after the execution and delivery thereof. In the event that Tenant wishes to Landlord’s successor let the Demised Premises or any portion thereof for a term extending beyond the term hereof, or to grant any subtenant the option to extend the terms of its letting beyond the terms of this lease, Landlord hereby covenants to enter into a direct lease for such additional term, or extension, as the case may be, with such subtenant on the same terms and conditions as set forth in interest for performance such sublease, other than the term of such obligationsdirect lease. Section 23.4. If this lease shall be sublet in part by Tenant, Landlord may, after default by Tenant, collect rent from the subtenant and apply the net amount collected to the Fixed Annual Rent and Additional Rent payable under this lease, but no such subletting or collection shall be deemed a waiver of the provisions of this Section, or acceptance of the subtenant as a tenant.

Assignment and Subletting. Section 18.01 If (a) Subject to ▇▇▇▇▇▇'s rights pursuant to subparagraph (b) below, Tenant should desire shall have the right to assign this Lease or sublet all or part of the Premises (or any part thereof), Tenant shall give Landlord with the prior written notice at least 60 days in advance thereof. Landlord shall then have a period consent of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to which consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed unreasonably withheld, conditioned, or delayed, and which shall include Landlord’s consideration of any change in use and the creditworthiness of such proposed subtenant or assignee. Tenant shall continue to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless remain primarily liable to Landlord for the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each payment of the covenantsrent and the performance of all of Tenant's other obligations under this Lease for the remainder of the term of this Lease, obligationsunless Landlord, in its reasonable discretion, determines that the assignee is at least as creditworthy as the original Tenant, and agreements of has the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of ability to perform Tenant’s obligations under this Lease. Any attempted assignment Except as specifically permitted herein, Tenant shall not allow or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment permit any transfer of this Lease, the assignee, for purposes or of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth any interest in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in by operation of law and shall not mortgage, pledge, or encumber this Lease or any interest assumes Landlord’s obligations hereunderherein. Except for an assignment or sublease to a permitted assignee or subtenant pursuant to subparagraph (b) below, and in no assignee or subtenant shall have any right to extend the event Landlord assigns its rights under this Lease, Landlord shall be released from term of the Lease or exercise any further obligations hereunder, and option to purchase. (b) Tenant agrees to look solely will have the right upon fifteen (15) days' prior written notice to Landlord’s successor in , but without Landlord's prior written consent, to assign this Lease or sublease all or part of the Premises to any affiliate of Tenant or the parent of Tenant or to any successor-in-interest for performance by merger or acquisition to the operating bank so long as such entity has a net worth equal to or greater than that of Tenant and provided further that such obligationspermitted assignee or subtenant shall have the right to exercise any option to extend or option to purchase set forth herein.

Assignment and Subletting. Section 18.01 If 17.1 Except as otherwise set forth herein, Tenant should desire shall not assign, mortgage, pledge, hypothecate or encumber this Lease nor the leasehold estate hereby created or any interest herein, or sublet the Premises or any portion thereof, or license the use of all or any portion of the Premises without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion. Provided, however, that Tenant shall have the right, upon giving notice to Landlord, to assign this Lease or sublet all or any portion of the Premises (or any part thereof), to an Affiliate of Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of so long as such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed Affiliate agrees to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment bound by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Lease and, in the case of an assignment, assumes Tenant's obligations under this Lease. The restriction or limitation on use of the Premises shall continue to apply to any subtenant or assignee hereunder. Any consent by Landlord to any act requiring consent pursuant to this Section 18.01 17.1 shall not constitute a waiver of the necessity for such consent to any subsequent act. Tenant shall pay all reasonable costs, expenses and reasonable attorneys' fees that may be void. In no event shall incurred or paid by Landlord in processing, documenting or administering any request of Tenant solicit assignees for Landlord's consent required pursuant to this Section 17.1. 17.2 Landlord may reasonably require that each proposed assignee or sub lessees sublessee agree, in other Buildings owned by a written agreement satisfactory to Landlord, or at less than a fair market rate. In to assume and abide by all the event of an assignment terms and provisions of this Lease, including those which govern the assigneepermitted uses of the Premises. 17.3 In the absence of an express agreement in writing to the contrary executed by Landlord, for purposes no assignment, mortgage, pledge, hypothecation, encumbrance, subletting or license hereof or hereunder shall act as a release of Tenant from any of the provisions, covenants and conditions of this Agreement, be deemed to have adopted Lease on the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building Tenant to be kept and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.performed. SECTION 18 LEASEHOLD FINANCING

Assignment and Subletting. Section 18.01 If Tenant should desire to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s 's assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time space and to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in continue this Lease includingin full force and effect as to the entire Premises, without limitationin which case, the provision any judgment against Landlord for unreasonable denial shall be limited to specific performance of the entry approval of judgment by confession for monetary damages and possession as set forth in Section 24.02said assignment or sublease. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s 's obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s 's successor in interest assumes Landlord’s 's obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s 's successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If Tenant should desire to assign 16.1 Except as provided in this Lease or sublet the Premises (or any part thereof)Article, Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease includingnot, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of TenantLandlord’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transferprior consent, assign, and convey encumber or otherwise transfer this lease or any interest in this lease, by operation of law or otherwise, or sublet or permit others to occupy all or any part of the Building Premises, or license concessions or lease departments in the Premises, and any and assignment, encumbrance, transfer, sublet, occupancy agreement, license or department lease shall be void ab initio if not in accordance with this Article. The transfer or issuance (by one or more related or unrelated transactions) of ownership interests of Tenant, or any Guarantor, or any direct or indirect owner of Tenant, which results in 50 percent or more of the ownership interests of that person being held by persons who did not hold 50 percent or more of those ownership interests on the date of this lease shall be considered an assignment of this lease which requires Landlord’s consent, unless such ownership interests are publicly traded on a national stock exchange or over-the-counter market. Tenant shall not permit any advertising or circulars regarding availability of the Premises for sublease or assignment to publicize an asking price that is equal to or less than Landlord’s then current asking price. Section 16.2 If Tenant desires to assign this lease or to sublet all or substantially all of its rights under this Leasethe Premises, provided then upon Landlord’s successor in interest assumes Landlord’s obligations hereunderreceipt of the Consent Request (hereinafter defined), together with the documents and in the event Landlord assigns its rights information required under this LeaseSection 16.4(d), Landlord may, at its option, elect to terminate this lease by notice given to Tenant, which notice shall specify a date for the termination of this lease (the “Recapture Termination Date”). Such option shall be released from any further obligations hereunderexercised by giving Tenant notice of exercise within thirty (30) days after the date Landlord receives the Consent Request and the documents and information required under Section 16.4(d). The Recapture Termination Date shall be a date no earlier than two (2) months and no later than four (4) months after the date the Consent Request and such supplemental documents and information are delivered to Landlord. Upon the Recapture Termination Date, this lease and the term thereof shall end and expire as fully and completely as if such date were the date set forth herein as the stated Expiration Date. Tenant agrees to look solely shall thereupon quit, surrender and vacate the Premises, without prejudice, however, to Landlord’s successor rights and remedies against Tenant under the lease provisions in interest effect prior to the Recapture Termination Date or with respect to periods prior to the Recapture Termination Date, and any Rent owing shall be paid up to such date and any payments of Rent made by Tenant which were on account of any period subsequent to such date shall be returned to Tenant. If Landlord so terminates this lease, Landlord may, at its option and without liability to Tenant, lease the Premises to any person or entity that was negotiating with Tenant or that signed a lease, sublease or assignment agreement with Tenant for performance the Premises. Section 16.3 Notwithstanding any provision of this lease to the contrary, provided that Tenant shall not be in Default at the time of time of each such transaction, and provided further, that each such transaction is for a good business purpose and not principally for the purpose of transferring the leasehold estate created by this lease, Landlord’s consent shall not be required with respect to the following transactions (the “Permitted Transactions”): (a) a merger, or consolidation of Tenant with another entity (provided that the resulting entity has a net worth at least equal to or in excess of the net worth of Tenant as of the date of this lease or as of the date immediately prior to such merger or consolidation, whichever is greater); and (b) an assignment of this lease to an entity in connection with such entity’s purchase of all or substantially all of Tenant’s assets, provided that the assignee has a net worth at least equal to or in excess of the net worth of Tenant as of the date of this lease or as of the date immediately prior to such transfer, whichever is greater; and (c) an assignment of this lease or a sublease of all or part of the Premises, to an entity that is controlled by, in control of, or under common control with, Tenant, and remains under such control for the remainder of the Term, provided such assignee or subtenant has a net worth at least equal to or in excess of the net worth of Tenant as of the date of this lease or as of the date immediately prior to such sublease, whichever is greater. Section 16.4 Tenant acknowledges that the character and nature of the stores, store management and operations within the Building are important to Landlord and to the success of the Building. Subject to Tenant’s compliance with the applicable provisions of this Article, ▇▇▇▇▇▇▇▇ agrees not to unreasonably withhold or delay its consent to a proposed assignment of this lease or sublease of the entire Premises provided all the following conditions are met: (a) Such assignee or subtenant shall use and occupy the Premises only for the (b) Such assignment or sublease shall not, in Landlord’s judgment, adversely affect the quality and type of business operation which Tenant has conducted theretofore at the Premises in compliance with the provisions of this lease. (c) The principal(s) of such obligationsassignee or subtenant shall possess qualifications for operating Tenant’s business that are substantially equivalent to Tenant’s qualifications, and have demonstrated recognized experience in successfully operating such a business. (d) ▇▇▇▇▇▇ delivers to Landlord a written request (the “Consent Request”) for Landlord’s consent which shall include (i) the name and address of the proposed subtenant or assignee, (ii) the nature and character of the business of the proposed subtenant or assignee, (iii) current bank, financial and other credit information on the proposed subtenant or assignee, and

Assignment and Subletting. Section 18.01 If Tenant should desire Not without the prior written consent of Landlord to assign this Lease Lease, to make any sublease, or sublet to permit occupancy of the Premises (or any part thereof)thereof by anyone other than Tenant, Tenant shall give voluntarily or by operation of law, except as hereinafter provided; as Additional Rent, to reimburse Landlord written notice at least 60 days promptly for reasonable legal and other expenses incurred by Landlord in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected connection with any request by Tenant in its notice, in which event Tenant, for consent to assignment or subletting (subject to the provisions of this Lease which expressly survive Section 5.1.12 hereof); no assignment or subletting shall affect the termination hereofcontinuing primary liability of Tenant (which, following assignment, shall be relieved joint and several with the assignee); no consent to any of all further obligations hereunder the foregoing in a specific instance shall operate as a waiver in any subsequent instance. Landlord's consent to any proposed assignment or subletting is required both as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, the terms and conditions thereof and as to the subsequent written approval consistency of the proposed assignee's or subtenant's business with other uses and tenants in the Building. In addition, as to any assignee (but not as to any sublessee) Landlord's consent shall be required as to the reasonable creditworthiness of the proposed assignee or subtenant by in view of market conditions then prevailing for leases having terms and conditions comparable to this Lease. Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to 's consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No any assignment or subletting by Tenant shall relieve not be unreasonably withheld, provided that Tenant is not then in default under this Lease and that such assignee or subtenant pays therefor the greater of the Fixed Rent, Additional Rent, and all other payments then payable hereunder, or the then fair market rent for the Premises. If Tenant requests Landlord's consent to assign this Lease or to sublet any portion of the Premises such that Tenant shall not occupy at least 50,000 r.s.f. of the Premises after the date of commencement of such sublease, Landlord shall have the option, exercisable by written notice to Tenant given within 10 days after receipt of such request, to terminate this Lease as of the date of commencement the proposed sublease or assignment; provided, however, that Tenant shall have the right to rescind any such request in the event Landlord elects to so terminate this Lease by notice given to Landlord within five (5) days after the date of such termination notice from Landlord, in which event such termination notice shall be of no further force or effect; If, at any time during the Term of this Lease, Tenant is: (i) a corporation or a trust (whether or not having shares of beneficial interest) and there shall occur any change in the identity of any of the persons then having power to participate in the election or appointment of the directors, trustees or other persons exercising like functions and managing the affairs of Tenant’s obligations under this Lease. Any attempted assignment ; or (ii) a partnership or sublease by Tenant association or otherwise riot a natural person (and is not a corporation or a trust) and there shall occur any change in violation the identity of any of the terms persons who then are members of such partnership or association or who comprise Tenant; Tenant shall so notify Landlord and Landlord may terminate this Lease by notice to Tenant given within 90 days thereafter if, in Landlord's reasonable judgment, the credit of Tenant is thereby impaired. This paragraph shall not apply if the initial Tenant named herein is a corporation and the outstanding voting stock thereof is listed on a recognized securities exchange. Notwithstanding the foregoing provisions of this Section 18.01 shall be void5.2.1, Tenant may assign this Lease or sublet any portion of the Premises without Landlord's consent to (i) any successor of Tenant resulting from an acquisition of all or substantially all of Tenant's assets or a merger or consolidation of Tenant and (ii) any Affiliate of Tenant (as hereinafter defined) whose net worth is equal to or greater than the net worth of Tenant as of the date hereof, provided that Tenant provides Landlord at least thirty (30) days prior notice of such assignment or subletting pursuant to either of the foregoing clauses (i) or (ii). In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this LeaseAs used herein, the assigneeterm "Affiliate of Tenant" shall mean and refer to any entity controlled by, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the samecontrolling or under common control with Tenant. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If Tenant should desire to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval 13 of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant Lease is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be hereby amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in this Section 24.026. No In connection with requesting Lessor's consent to an assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building Premises, Lessee shall deliver to Lessor a statement setting forth the proposed terms of the subletting or assignment, together with such background information concerning the proposed assignee or subtenant as Lessor may reasonably request (which information shall include, at a minimum, the name and any state of organization of the proposed subtenant or assignee, the name of the executive officers or managers of the proposed subtenant or assignee, a description of the business in which the proposed subtenant or assignee is engaged and will engage in at the Premises, and financial statements for the proposed subtenant or assignee for the prior two fiscal years consisting, at a minimum, of a balance sheet and statements of profit and loss). Lessor's 20-day period under Section 13 of the Lease, to consent to such subletting or assignment, or to recapture the portion of the Premises proposed to be sublet or assigned, shall commence only when all of the foregoing information has been provided. If Lessor does not elect to recapture the Premises (or applicable portion thereof) in accordance with its rights under this Section 13, as amended hereby, then Lessor shall not unreasonably withhold its consent to the proposed subletting or assignment. To the extent that any subletting or assignment permitted to be made under Section 13, as amended hereby, results in the payment to Lessee of any amount that exceeds Lessee's obligation of payment to Lessor under the Lease, provided Landlord’s successor then Lessee shall pay one-half of such excess, upon receipt, to Lessor as additional rent under the Lease. Notwithstanding any provision of Section 13 seemingly to the contrary, in interest assumes Landlord’s obligations hereunder, and no event shall Lessee (a) advertise the Premises or any part thereof for subletting or assignment at a rental rate that is lower than the rental rates then being charged in the event Landlord assigns Project for comparable space, (b) assign the Lease or sublease the Premises, or any portion thereof, to another tenant in the Project, or (c) assign the Lease or sublet the Premises, or any portion thereof, to any third party with whom Lessor has, within the twelve (12) months preceding such assignment or subletting, negotiated concerning a lease in the Project. If Lessor exercises its rights right under this LeaseSection 13, Landlord as amended hereby, to recapture the Premises, or the portion thereof that Lessee proposes to sublease or assign, Lessee shall be released from any further obligations hereunderpay Lessor's managing agent, and Tenant agrees to look solely to Landlord’s successor in interest for performance at the effective date of such obligationsrecapture by Lessor, a leasing commission for two and one-half percent (2.5%) of the aggregate minimum annual rent payable in respect of such space during the remaining Lease term.

Assignment and Subletting. Section 18.01 If A. Tenant should desire shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. Tenant's failure to obtain Landlord's prior written consent before entering into any such assignment, transfer and/or subletting shall be considered a default under this Lease and Landlord shall retain all of its rights under the Lease, including the right to elect, at Landlord sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for granting this consent to any assignment, transfer, or subletting, Landlord shall require that: (i) the sublease be a TRIPLE NET SUBLEASE and that the basic rent due under any such sublease be no less than the then current market rent with annual increases at the then prevailing market rent; (ii) the sublease shall require that the security deposit due under the sublease be in the form of a letter of credit drawn upon an institutional Initial:________ Multi Tenant/Complex Page 13 of 27 BUILDING: Wesport 17 PROPERTY: 30-0017 UNIT: 4 LEASE ID: 0117-FVCC01-01 lender acceptable and accessible to Landlord in form and content reasonably acceptable to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease or an option to expand the sublet space; and (iii) Tenant shall pay to Landlord, monthly throughout the term of any approved sublease, all rents and/or additional consideration due Tenant from its assignees, transferees, or subtenants in excess of the Rent payable by Tenant to Landlord hereunder for the assigned, transferred and/or subleased space ("Excess Rent") (with said Excess Rent subject to the terms of Lease Paragraph 4.C ("Late Charge") and Lease 24 ("Bankruptcy and Default"). Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign this or transfer Tenant's interest in the Lease or sublet the Premises (or any portion thereof for any part thereof), Tenant shall give Landlord written notice at least 60 of the Term hereof. Within thirty (30) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of such notice within which to notify Tenant said written notice, Landlord may, in writing that Landlord elects either: (a) its sole discretion, elect to terminate this Lease as to the space so affected portion of the Premises described in Tenant's notice on the date specified in Tenant's notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord's approval, all in its accordance with the terms, covenants, and conditions of this Paragraph 21. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant's notice. If, in which event however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the Rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, subject and this Lease as so amended shall continue in full force and effect. In the event Tenant is allowed to assign, transfer or sublet the provisions whole or any part of the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord. NOTWITHSTANDING THE ABOVE, IN NO EVENT SHALL LANDLORD CONSENT TO A SUB-SUBLEASE. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant's obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease which expressly survive by Tenant and shall, at the termination hereofoption of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be relieved assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord shall require Tenant to pay all further obligations hereunder as expenses in connection with any and all subleases and/or assignments and/or any amendments related thereto, including but not limited to such space; Landlord's fees for the processing and administration of the consent documentation and Landlord's attorneys' fees (bif any), and Landlord shall require Tenant's subtenant, assignee or transferee (or other assignees or transferees) to permit assume in writing all of the obligations under this Lease and for Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant remain liable to Landlord in under the same manner Lease. B. Notwithstanding the foregoing, Landlord and Tenant agree that Tenant pays Annual Base Rental; or (c) it shall not be unreasonable for Landlord to refuse to consent to Tenant’s assignment a proposed assignment, sublease or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law other transfer ("Proposed Transfer") if the Premises or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each any other portion of the covenants, obligations, and agreements Property would become subject to additional or different Government Requirements as a direct or indirect consequence of the Tenant in this Lease including, without limitation, Proposed Transfer and/or the provision Proposed Transferee's use and occupancy of the entry of judgment by confession for monetary damages Premises and possession as set forth the Property. However, Landlord may, in Section 24.02. No assignment or subletting its sole discretion, consent to such a Proposed Transfer where Landlord is indemnified by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment and (i) Subtenant or sublease (ii) Assignee, in form and substance satisfactory to Landlord and/or to Landlord's counsel, by Tenant in violation and/or Proposed Transferee from and against any and all costs, expenses, obligations and liability arising out of the terms Proposed Transfer and/or the Proposed Transferee's use and provisions occupancy of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, Premises and the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sameProperty. Section 18.02 Landlord may sell, transfer, assign, C. Any and convey all or any part of the Building sublease agreement(s) between Tenant and any and all subtenant(s) (which agreements must be consented to by Landlord, pursuant to the requirements of its rights under this Lease) shall contain the following language: "If Landlord and Tenant jointly and voluntarily elect, provided for any reason whatsoever, to terminate the Master Lease prior to the scheduled Master Lease termination date, then, if Landlord so elects, this Sublease (if then still in effect) shall terminate concurrently with the termination of the Master Lease. Subtenant expressly acknowledges and agrees that (1) the voluntary termination of the Master Lease by Landlord and Tenant and the resulting termination of this Sublease shall not give Subtenant any right or power to make any legal or equitable claim against Landlord’s successor in interest assumes Landlord’s obligations hereunder, including without limitation any claim for Initial:________ Multi Tenant/Complex Page 14 of 27 BUILDING: Wesport 17 PROPERTY: 30-0017 UNIT: 4 LEASE ID: 0117-FVCC01-01 interference with contract or interference with prospective economic advantage, and in (2) Subtenant hereby waives any and all rights it may have under law or at equity against Landlord to challenge such an early termination of the event Landlord assigns Sublease, and unconditionally releases and relieves Landlord, and its rights under this Leaseofficers, Landlord shall be released directors, employees and agents, from any further obligations hereunderand all claims, demands, and/or causes of action whatsoever (collectively, "Claims"), whether such matters are known or unknown, latent or apparent, suspected or unsuspected, foreseeable or unforeseeable, which Subtenant may have arising out of or in connection with any such early termination of this Sublease. Subtenant knowingly and intentionally waives any and all protection which is or may be given by Section 1542 of the California Civil Code which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with debtor. The term of this Sublease is therefore subject to early termination. Subtenant's initials here below evidence (a) Subtenant's consideration of and agreement to this early termination provision, (b) Subtenant's acknowledgment that, in determining the net benefits to be derived by Subtenant under the terms of this Sublease, Subtenant has anticipated the potential for early termination, and Tenant agrees (c) Subtenant's agreement to look solely to Landlord’s successor in interest for performance the general waiver and release of such obligationsClaims above.

Assignment and Subletting. (a) Tenant will not assign this Lease in whole or part, nor sublet all or any part of the Leased Premises, without the prior written approval of the Landlord in each instance, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding any approved assignment or approved 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 at any time during the term or any renewal term, Tenant shall have received a bona fide offer from a prospective subtenant of the Leased Premises with respect to the proposed occupancy as subtenant of all or a portion of the Leased Premises, Tenant shall furnish a copy of such offer to Landlord. In addition to the right to exercise consent with respect to the proposed subtenancy, Landlord shall have the right, by written notice given to Tenant within twenty (20) days of Landlord's receipt of the copy of such offer, to agree to accept the proposed subtenant as a direct tenant of Landlord. In the event that (i) Landlord shall have given timely notice as aforesaid to Tenant, (ii) Landlord and the prospective subtenant shall have entered into a written agreement for direct tenancy by such subtenant, and (iii) such subtenant shall have entered into occupancy of the Leased Premises and commenced direct payment of rent to Landlord, then automatically upon the occurrence of all three such events, Landlord and Tenant hereunder shall be and become released from any further obligation under this Lease with respect to the portion of the Leased Premises recaptured and the Lease between Landlord and Tenant hereunder shall be deemed terminated and of no further force and effect (rental to be adjusted as of the date of termination) as to such portion of the Leased Premises. It is understood and agreed that neither party hereto shall be released from its obligations to the other party as to the recaptured portion of the Leased Premises unless and until Landlord shall have entered into an agreement in writing as aforesaid with the proposed subtenant and the term of the tenancy with such subtenant shall have commenced. Unless and until the said events shall have occurred by virtue of which Landlord and Tenant shall have been released from their obligations under this Lease with respect to the recaptured portion of the Leased Premises this Lease shall remain in full force and effect and shall continue to be binding upon Landlord and Tenant as to the entire Leased Premises. (c) Notwithstanding anything contained in this Section 18.01 If 10 to the contrary, Tenant should desire shall have the right on reasonable prior notice to Landlord but without consent of Landlord to assign this Lease or sublet all or a portion of the Premises to a person or entity which is an "Affiliate" (as such term is defined below) of Tenant or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have which results from a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event merger or consolidation with Tenant, subject or to any person or entity which acquires all the provisions assets or stock of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder Tenant as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord a going concern in the same manner business that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such spaceis being conducted on the Premises, provided such refusal notwithstanding anything contained entity, in legislationthe case of an assignment, law or statute, as assumes all the same may be amended from time to time, obligations of Tenant under the Landlord, Lease. Tenant shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No promptly after any such assignment or subletting by Tenant shall relieve Tenant provide notice of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely such to Landlord’s successor in interest for performance of such obligations.. For purposes hereof, "AFFILIATE" shall mean any person, entity, firm or corporation which

Assignment and Subletting. The following additional provisions shall apply to any sublease, assignment or other transfer of this Sublease (each, a "Transfer"): 20.1 In the event that Subtenant seeks to make any Transfer, Sublandlord shall have the right to terminate this Sublease or, in the case of a sublease of less than all of the Subleased Premises, terminate this Sublease as to that part of the Subleased Premises proposed to be so sublet, either (i) on the condition that the proposed transferee immediately enter into a direct sublease of the Subleased Premises with Sublandlord (or, in the case of a partial sublease, a sublease for the portion proposed to be sublet) on the same terms and conditions contained in the Assignment Notice (as that term is defined in Section 18.01 If Tenant should desire 25.3 of the Master Lease, as incorporated into this Sublease), or (ii) so that Sublandlord is thereafter free to assign this Lease or sublet lease the Subleased Premises (or any part thereofor, in the case of a partial sublease, a sublease for the portion proposed to be sublet) to whomever it pleases on whatever terms are acceptable to Sublandlord. In the event that Sublandlord elects to so terminate this Sublease, then (a) if such termination is conditioned upon the execution of a sublease between Sublandlord and the proposed transferee, Subtenant's obligations under this Sublease shall not be terminated until such transferee executes a new sublease with Sublandlord, enters into possession and commences the payment of rent, and (b) if Sublandlord elects simply to terminate this Sublease (or, in the case of a partial sublease, a sublease for the portion proposed to be sublet), Tenant this Sublease shall give Landlord written notice at least 60 so terminate in its entirety (or as to the space to be so sublet) fifteen (15) days after Sublandlord has notified Subtenant in advance thereof. Landlord shall then have a period of 30 days following receipt writing of such notice within election. Upon such termination, Subtenant shall be released from any further obligation under this Sublease if it is terminated in its entirety, or shall be released from any further obligation under this Sublease with respect to the space proposed to be sublet in the case of a proposed partial sublease. In the case of a partial termination of this Sublease, Base Monthly Rent shall be reduced to an amount which bears the same relationship to notify Tenant in writing the original amount thereof as the area of that Landlord elects eitherpart of the Subleased Premises which remains subject to the Sublease bears to the original area of the Subleased Premises. Sublandlord and Subtenant shall execute a cancellation and release with respect to the Sublease to effect such termination. 20.2 If Sublandlord consents to a Transfer proposed by Subtenant, the following shall apply: (a) If Subtenant assigns its interest in this Sublease, then Subtenant shall pay to terminate Sublandlord fifty percent (50%) of all Subrent (hereinafter defined) received by Subtenant over and above (i) the assignee's agreement to assume the obligations of Subtenant under this Lease as Sublease, and (ii) all Permitted Transfer Costs (hereinafter defined) related to such assignment. In the space so affected by Tenant in its noticecase of an assignment, in which event Tenant, subject the amount of Subrent owed to the provisions of this Lease which expressly survive the termination hereof, Sublandlord shall be relieved of all further obligations hereunder as paid to Sublandlord on the same basis, whether periodic or in lump sum, that such space;Subrent is paid to Subtenant by the assignee. (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey If Subtenant sublets all or any part of the Building Subleased Premises then with respect to the space so sub-subleased, Subtenant shall pay to Sublandlord fifty percent (50%) of the positive difference, if any, between (i) all Subrent paid by the sub-subtenant to Subtenant less (ii) the sum of all Base Monthly Rent and any Operating Costs fairly allocable to the space sublet and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord Permitted Transfer Costs related to such sub-sublease. Such amount shall be released from any further obligations hereunderpaid to Sublandlord on the same basis, and Tenant agrees whether periodic or in lump sum, that such Subrent is paid to look solely to Landlord’s successor in interest for performance of such obligationsSubtenant by its sub-subtenant.

Assignment and Subletting. Section 18.01 If 19.1 After the completion of the Initial Project, and provided there is no i) monetary Tenant should desire Default and ii) non-monetary Tenant Default which will not be cured contemporaneously by the proposed assignment, the Lease may be assigned by Tenant without Landlord’s consent, but subject to compliance with this Article 19. Any assignee must assume all obligations of Tenant under the Lease. The assigning Tenant shall continue to be liable for all unperformed obligations under the Lease during its period of ownership of the Lease, but is not responsible for any obligations after the assignment. Tenant must provide Landlord at least thirty (30) days advance notice of its intent to assign this the Lease or sublet with the Premises following information: (or any part thereof)i) name, Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval contact information and background of the proposed assignee or subtenant by Landlordassignee, (ii) proposed assignment form, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (ciii) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed any other documentation assignee or sub-lessee shall have agreed in writing with requests Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateexecute. In the event of an the assignment of this Lease, the assignee, for purposes Tenant shall be fully and finally relieved of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and liability under any and all of its rights covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the consummation of such assignment; and the assignee shall be deemed, without any further agreement between the parties or their successors-in-interest or between the parties and any such assignee to have assumed all duties, liabilities and obligations of Tenant under this Lease, provided LandlordLease accruing after any such assignment. Neither (i) Tenant's making of a Leasehold Mortgage (and a subsequent assignment of Tenant's rights hereunder pursuant to a foreclosure or a deed in lieu thereof) nor (ii) a member or partner exercising a buy-sell right under Tenant's or its members' organizational documents shall constitute an assignment or transfer of this Lease or Tenant's interest hereunder. Landlord may charge Tenant up to but not to exceed One Thousand Five Hundred and 00/100 Dollars ($1,500.00) for processing and legal fees and consultant’s successor fees reasonably incurred by Landlord in interest assumes Landlord’s obligations hereunder, responding to inquiries and in the event Landlord assigns its rights under this Lease, Landlord documentation requests relating to a proposed assignment or subletting. Such fee shall be released from due prior to Landlord reviewing any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance proposed assignment or sublease. The fees are payable regardless of whether such obligationsassignment or sublease is ultimately fully executed. Landlord may require an advance deposit with Landlord of the estimated fees.

Assignment and Subletting. Section 18.01 If Tenant should desire to assign 16.1 Except as provided in this Lease or sublet the Premises (or any part thereof)Article, Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease includingnot, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of TenantLandlord’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transferprior consent, assign, and convey encumber or otherwise transfer this lease or any interest in this lease, by operation of law or otherwise, or sublet or permit others to occupy all or any part of the Building Premises, or license concessions or lease departments in the Premises, and any and assignment, encumbrance, transfer, sublet, occupancy agreement, license or department lease shall be void ab initio if not in accordance with this Article. The transfer or issuance (by one or more related or unrelated transactions) of ownership interests of Tenant, or any Guarantor, or any direct or indirect owner of Tenant, which results in 50 percent or more of the ownership interests of that person being held by persons who did not hold 50 percent or more of those ownership interests on the date of this lease shall be considered an assignment of this lease which requires Landlord’s consent, unless such ownership interests are publicly traded on a national stock exchange or over-the-counter market. Tenant shall not permit any advertising or circulars regarding availability of the Premises for sublease or assignment to publicize an asking price that is equal to or less than Landlord’s then current asking price. Section 16.2 If Tenant desires to assign this lease or to sublet all or substantially all of the Premises, then upon Landlord’s receipt of the Consent Request (hereinafter defined), together with the documents and information required under Section 16.4(d), Landlord may, at its option, elect to terminate this lease by notice given to Tenant, which notice shall specify a date for the termination of this lease (the “Recapture Termination Date”). Such option shall be exercised by giving Tenant notice of exercise within thirty (30) days after the date Landlord receives the Consent Request and the documents and information required under Section 16.4(d). The Recapture Termination Date shall be a date no earlier than two (2) months and no later than four (4) months after the date the Consent Request and such supplemental documents and information are delivered to Landlord. Upon the Recapture Termination Date, this lease and the term thereof shall end and expire as fully and completely as if such date were the date set forth herein as the stated Expiration Date. Tenant shall thereupon quit, surrender and vacate the Premises, without prejudice, however, to ▇▇▇▇▇▇▇▇’s rights and remedies against Tenant under the lease provisions in effect prior to the Recapture Termination Date or with respect to periods prior to the Recapture Termination Date, and any Rent owing shall be paid up to such date and any payments of Rent made by Tenant which were on account of any period subsequent to such date shall be returned to Tenant. If Landlord so terminates this Leaselease, Landlord may, at its option and without liability to Tenant, lease the Premises to any person or entity that was negotiating with Tenant or that signed a lease, sublease or assignment agreement with Tenant for the Premises. Section 16.3 Notwithstanding any provision of this lease to the contrary, provided that Tenant shall not be in Default at the time of time of each such transaction, and provided further, that each such transaction is for a good business purpose and not principally for the purpose of transferring the leasehold estate created by this lease, Landlord’s successor consent shall not be required with respect to the following transactions (the “Permitted Transactions”): (a) a merger, or consolidation of Tenant with another entity (provided that the resulting entity has a net worth at least equal to or in interest assumes excess of the net worth of Tenant as of the date of this lease or as of the date immediately prior to such merger or consolidation, whichever is greater); and (b) an assignment of this lease to an entity in connection with such entity’s purchase of all or substantially all of Tenant’s assets, provided that the assignee has a net worth at least equal to or in excess of the net worth of Tenant as of the date of this lease or as of the date immediately prior to such transfer, whichever is greater; and (c) an assignment of this lease or a sublease of all or part of the Premises, to an entity that is controlled by, in control of, or under common control with, Tenant, and remains under such control for the remainder of the Term, provided such assignee or subtenant has a net worth at least equal to or in excess of the net worth of Tenant as of the date of this lease or as of the date immediately prior to such sublease, whichever is greater. Section 16.4 Tenant acknowledges that the character and nature of the stores, store management and operations within the Building are important to Landlord and to the success of the Building. Subject to Tenant’s compliance with the applicable provisions of this Article, ▇▇▇▇▇▇▇▇ agrees not to unreasonably withhold or delay its consent to a proposed assignment of this lease or sublease of the entire Premises provided all the following conditions are met: (a) Such assignee or subtenant shall use and occupy the Premises only for the (b) Such assignment or sublease shall not, in Landlord’s obligations hereunderjudgment, adversely affect the quality and type of business operation which Tenant has conducted theretofore at the Premises in compliance with the provisions of this lease. (c) The principal(s) of such assignee or subtenant shall possess qualifications for operating Tenant’s business that are substantially equivalent to Tenant’s qualifications, and have demonstrated recognized experience in successfully operating such a business. (d) ▇▇▇▇▇▇ delivers to Landlord a written request (the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to “Consent Request”) for Landlord’s successor in interest for performance consent which shall include (i) the name and address of such obligations.the proposed subtenant or assignee, (ii) the nature and character of the business of the proposed subtenant or assignee, (iii) current bank, financial and other credit information on the proposed subtenant or assignee, and

Assignment and Subletting. Section 18.01 If In the event Tenant should desire desires to assign this Lease or sublet the Premises (premises or any part thereof), Tenant shall give Landlord written notice of such desire at least 60 sixty (60) days in advance thereofprior to the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of 30 within thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: either (ai) to terminate this Lease lease as to the space so affected as of the date so specified by Tenant in its noticeTenant, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall Tenant will be relieved of all further obligations hereunder as to such space; ; or (bii) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant sublessee by Landlord, and provided that if which approval shall not be unreasonably withheld. If Landlord should fail to notify Tenant in writing of such election within said thirty-day period, Landlord shall be deemed to have elected (ii) above, but subsequent written approval by Landlord of the Rental proposed assignee or sublessee shall be required. If the rental rate agreed upon between to by Tenant and its proposed subtenant is greater than the Rental rental rate that Tenant must pay Landlord payable hereunder, then 100% of such excess Rental rental shall be considered deemed to be additional Rental rental owed by Tenant to Landlord, Landlord and shall be paid by Tenant to Landlord at the same time and in the same manner that Tenant pays Annual Base Rental; or (c) as the basic rental. Consent by Landlord to refuse one or more assignments or sublettings shall not operate as a waiver of Landlord's rights as to consent to Tenant’s any subsequent assignments and subletting. Notwithstanding any assignment or subleasing of such spacesubletting, provided such refusal notwithstanding anything contained in legislation, law Tenant and any guarantor or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s 's obligations under this Lease. Any attempted assignment or sublease by Tenant in violation lease shall at all times remain fully responsible and liable for the payment of the terms rent herein specified and provisions for compliance with all of Tenant's other obligations under this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market ratelease. In the event of an the transfer and assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 by Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under interest in this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, lease and in the event Landlord assigns its rights under this Leasebuilding containing the premises, Landlord shall be thereby by released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s such successor in interest of the Landlord for performance of such obligations. Tenant shall not mortgage, pledge or otherwise encumber its interest in this lease or in the premises.

Assignment and Subletting. Section 18.01 7.1 If Tenant should desire wants to assign this Lease assign, sublet or sublet otherwise transfer all or part of the Premises (or any part thereof)this Lease, then Tenant shall give Landlord written notice ("Tenant's Request Notice") of the anticipated terms of any proposed assignment or subletting, the area proposed to be assigned or sublet (the "Proposed Sublet Space") and such other information as Landlord reasonably might request. 7.2 Landlord shall have the right in its sole and absolute discretion to terminate this Lease with respect to the Proposed Sublet Space by sending Tenant written notice within thirty (30) days after Landlord's receipt of Tenant's Request Notice. If the Proposed Sublet Space does not constitute the entire Premises and Landlord elects to terminate this Lease with respect to the Proposed Sublet Space, then (a) Tenant shall tender the Proposed Sublet Space to Landlord on the Proposed Sublease Commencement Date as if the Proposed Sublease Commencement Date had been originally set forth in this Lease as the expiration date of the Lease Term with respect to the Proposed Sublet Space and (b), as to all portions of the Premises other than the Proposed Sublet Space, this Lease shall remain in full force and effect except that the additional rent payable pursuant to Article V and the Base Rent shall be reduced proportionately. If the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then (x) Tenant shall tender the Premises to Landlord on the Proposed Sublease Commencement Date, and (y) the Lease Term shall terminate on the Proposed Sublease Commencement Date. Notwithstanding the foregoing, if Landlord elects to terminate this Lease with respect to any Proposed Sublet Space, Landlord's election will be rendered null, void and of no force or effect if, within fifteen (15) days of Landlord's sending Tenant written notice of Landlord's election to terminate this Lease with respect to the Proposed Sublet Space, Tenant sends Landlord written notice withdrawing Tenant's request to assign, sublease or otherwise transfer the Proposed Sublet Space and confirming Tenant's intention to remain in possession of the Proposed Sublet Space, with this Lease remaining in full force and effect. 7.3 Notwithstanding the foregoing provisions of this Article VII, Tenant shall not assign this Lease or any of Tenant's rights or obligations hereunder, or sublet or permit anyone to occupy the Premises or any part thereof, without (a) the prior written consent of Landlord, which consent may be granted or withheld in Landlord's sole and absolute discretion, and (b) the prior written consent of the holder of any Mortgage (as defined in Section 21.1) (which written consent shall confirm, without limitation, that any permitted assignment or sublease shall not increase any of Landlord's obligations to such holder); provided, however, that if the holder of any mortgage fails to approve or disapprove such assignment or subletting within thirty (30) days of Landlord's request for such holder's approval of such assignment or subletting, then for purposes of this Lease such holder shall be deemed to have approved such assignment or subletting. Notwithstanding any of the foregoing to the contrary, and provided that no Event of Default exists and is continuing hereunder, Landlord shall not unreasonably withhold or delay its consent to any proposed assignment or subletting of the Premises if (p) the use of the Premises pursuant to such assignment or sublease is in compliance with Article VI hereof; (q) the proposed assignee or subtenant is of a type and quality consistent and compatible with a first-class office building and with the Building and its tenants; (r) Landlord is reasonably satisfied with the financial condition and liquidity of the assignee under any such assignment or the sublessee under any such sublease; and (s) the initial Tenant remains fully liable as a primary obligor for the payment of all rent and other charges payable hereunder and for the performance of all its other obligations hereunder. No assignment or transfer of this Lease may be effected by operation of law or otherwise without Landlord's prior written consent. In connection with obtaining such consent, Tenant shall provide to Landlord the following: (u) the identity of the proposed assignee or subtenant and its business; (v) all terms of the proposed assignment or subletting; (w) the proposed commencement date of the proposed assignment or subletting; (x) the most recent financial statement of the proposed assignee or subtenant or other evidence of financial responsibility of the proposed assignee or sublessee; (y) a certification executed by Tenant and such proposed assignee or subtenant stating whether any premium or other consideration is being paid for the proposed assignment or subletting; and (z) such other information as Landlord reasonably might request. Tenant shall notify Landlord when Tenant believes that it has delivered to Landlord all of aforesaid materials, documents and information. Within seven (7) business days of Tenant's notice to Landlord, Landlord shall confirm to Tenant by notice either that Landlord has received all of the aforesaid materials, documents and information (as well as the date on which Landlord has received all of the aforesaid materials, documents and information) or that Landlord has not received all of the aforesaid materials, documents and information (as well as a description of the materials, documents or information not received). Notwithstanding any of the foregoing to the contrary, if Landlord has failed to approve or disapprove any proposed assignment or subletting within thirty (30) days after Tenant has provided Landlord with all of the aforesaid materials, documents and information, as certified by Landlord's notice to Tenant, then for purposes of this Lease Landlord shall be deemed to have approved such assignment or subletting. Any assignment, subletting or occupancy, Landlord's consent thereto or Landlord's collection or acceptance of rent from any assignee, subtenant or occupant shall not be construed as a waiver or release of Tenant from liability hereunder (it being understood that Tenant shall at least 60 all times remain primarily liable as a principal and not as a guarantor or a surety) and shall not be construed as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord's prior written consent to any subsequent assignment, subletting or occupancy. Tenant assigns to Landlord any sum due from any assignee, subtenant or occupant of Tenant as security for Tenant's performance of its obligations pursuant to this Lease. Tenant authorizes each such assignee, subtenant or occupant, upon any default by Tenant under this Lease, to pay such sum directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord. Landlord's collection of such rent shall not be construed as an acceptance of such assignee, subtenant or occupant as a tenant nor a waiver of any default hereunder by Tenant. All restrictions and obligations imposed pursuant to this Lease on Tenant or the use and occupancy of the Premises shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall not mortgage or hypothecate this Lease without Landlord's written consent, which consent may be granted or withheld in Landlord's sole and absolute discretion. Tenant shall pay the reasonable expenses (including attorneys' fees and hourly fees for Landlord's employees and agents) incurred by Landlord in connection with reviewing Tenant's request for Landlord to give its consent to any assignment, subletting, occupancy or mortgage. 7.4 If Tenant is a partnership, then any dissolution of Tenant or a withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease. Subject to the provisions of Section 7.6 below, if Tenant is a corporation or a partnership with a corporate general partner, then any dissolution, merger, consolidation or other reorganization of Tenant (or such corporate general partner), or any sale or transfer of a controlling interest of its capital stock, shall be deemed a voluntary assignment of this Lease. Whether Tenant is a partnership, corporation or any other type of entity, then at the option of Landlord a sale of all or substantially all of its assets also shall be deemed a voluntary assignment of this Lease. 7.5 If any sublease, assignment or other transfer (whether by operation of law or otherwise) provides that the subtenant, assignee or other transferee (or any affiliate thereof) is to pay any amount in excess of the rent and other charges due under this Lease, then, whether such excess be in the form of an increased rental, lump sum payment, payment for the sale or lease of fixtures or other leasehold improvements or any other form (and, if the applicable space does not constitute the entire Premises, the amount and existence of such excess shall be determined on a pro rata basis), Tenant shall pay to Landlord fifty percent (50%) of any net profit that Tenant realizes on account of such sublease, assignment or other transfer after taking into account the rent and other charges due under this Lease and the actual expenses Tenant incurs in connection with such sublease, assignment or other transfer (which costs and expenses shall include usual and customary leasing commissions; usual and customary legal fees incurred in negotiating the terms of such sublease, assignment or other transfer; expenses incurred in installing tenant improvements in the space so sublet, assigned or transferred; and advertising and marketing expenses; but which costs and expenses shall not include any lost revenues) upon such terms as shall be specified by Landlord and in no event later than ten (10) days after Tenant's receipt thereof. Tenant in advance thereofall events shall pursue diligently the collection of all amounts owed by any subtenant, assignee or other transferee. Landlord shall then have a period the right, at reasonable times during normal business hours, to inspect and audit Tenant's books and records-relating to any sublease, assignment or other transfer (and treat such books and records confidentially); provided, however, that (unless an Event of 30 days following receipt Default (as hereinafter defined) has occurred) Landlord shall have no right to inspect and audit Tenant's books and records relating to any sublease, assignment or other transfer more frequently than twice in every twelve (12) month period. Any sublease, assignment or other transfer shall be effected on forms supplied or approved by Landlord. 7.6 Notwithstanding anything contained in this Article VII to the contrary, and provided that no event has occurred that, with the passage of such time or the giving of notice within which or both would be an Event of Default (as hereinafter defined) under this Lease, Tenant, upon prior written notice to notify Tenant Landlord but without Landlord's prior written consent and without being subject to Landlord's rights and Tenant's obligations set forth in writing that Landlord elects eitherSection 7.5 above, may assign or transfer this Lease or sublease all or any portion of the Premises: (a) to terminate this Lease a corporation or other business entity (herein sometimes referred to as a "successor corporation") into or with which Tenant shall be merged or consolidated, or to which substantially all of the assets of Tenant may be transferred, provided that (1) such successor corporation shall have a net worth at least equal to the space so affected net worth of Tenant as of the Lease Commencement Date (as such net worth is adjusted upwardly by multiplying the net worth of Tenant in its noticeas of the Lease Commencement Date by a fraction the denominator of which shall be the Consumer Price Index for Urban wage Earners and Clerical Workers, 1982-84 Base Year, All Items, Washington, D.C.-MD-VA Metropolitan Area (the "Index"), as published by the Bureau of Labor Statistics of the U.S. Department of Labor (the "Bureau"), for the period including the month that is three (3) months prior to the month in which event Tenantthe Lease Commencement Date falls, subject and the numerator of which shall be the Index for the period including the month that is three (3) months prior to the provisions month in which the proposed commencement date of such assignment or subletting falls), (2) the successor corporation shall assume in writing all of the obligations and liabilities of Tenant under this Lease, and (3) the use of the Premises pursuant to such assignment or sublease is in compliance with Article VI of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; Lease; or (b) to permit Tenant a corporation or other business entity (herein sometimes referred to assign as a "related corporation") that shall control, be controlled by or sublet be under common control with Tenant, provided that (1) such space, subject, however, related corporation shall have a net worth at least equal to the subsequent written approval net worth of Tenant as of the proposed assignee or subtenant Lease Commencement Date (as such net worth is adjusted upwardly by Landlordmultiplying the net worth of Tenant as of the Lease Commencement Date by a fraction the denominator of which shall be the Index for the period including the month that is three (3) months prior to the month in which the Lease Commencement Date falls, and provided the numerator of which shall be the Index for the period including the month that if is three (3) months prior to the Rental rate agreed upon between Tenant and its month in which the proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% commencement date of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by falls), (2) the related corporation shall assume in writing all of the obligations and liabilities of Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted Lease and (3) the use of the Premises pursuant to such assignment or sublease by Tenant is in violation of the terms and provisions compliance with Article VI of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateLease. In the event of an assignment any such assignment, transfer or subletting, Tenant shall remain fully liable as a primary obligor for the payment of rent and other charges required hereunder and for the performance of obligations to be performed hereunder. For purposes of Paragraph (b) above, control shall be deemed to be the ownership of fifty percent (50%) or more of the stock or other voting interest of the controlled corporation or other business entity. A successor corporation described in Paragraph (a) above or a related corporation described in Paragraph (b) above shall be referred to sometimes in this Lease as a "Permitted Transferee." For purposes of this LeaseSection, if the Index is changed so that a base year other than 1982-84 is used, the assigneeIndex shall be converted in accordance with the conversion factor published by the Bureau. If the Index is discontinued or otherwise revised during the Lease Term, then Landlord shall select and utilize another government index or computation in use in the commercial real estate industry in Northern Virginia for purposes of this Agreement, determining the economic occurrence commonly known as "inflation" in order to obtain substantially the same result as would be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as obtained if the assignee has executed the sameIndex had not been discontinued or revised. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If The Tenant should desire shall not assign this Lease or sublet the whole or any part of the Leased Premises, unless (1) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with, and the acceptance of which would not breach any provision of this Lease if this section is complied with and which the Tenant has determined to accept subject to this section being complied with, and (2) it shall have first requested and obtained the consent in writing of the Landlord thereto. Any request for such consent shall be in writing and accompanied by a true copy of such offer, and the Tenant shall furnish to the Landlord all information available to the Tenant and requested by the Landlord as to the responsibility, reputation, financial standing and business of the proposed assignee or subtenant. Within 30 days after the receipt by the Landlord of such request for consent and of all information which the Landlord shall have requested hereunder (and if no such information has been requested, within 30 days after receipt of such request for consent) the Landlord shall have the right upon written notice to the Tenant, if the request is to assign this Lease or sublet the whole of the Leased Premises, to cancel and terminate this Lease, or if the request is to sublet a part of the Leased Premises (or any part thereof)only, Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to cancel and terminate this Lease with respect to such part, in each case of a termination date to be stipulated in the notice of termination which shall not be less than 60 days or more than 90 days following the giving of such notice, and in such event the Tenant shall surrender the whole or part, as the case may be, of the Leased Premises in accordance with such notice and rent shall be apportioned and paid to the space so affected by Tenant in its noticedate of surrender and, in which event Tenantif a part only of the Leased Premises is surrendered, subject rent payable under section 4.01 shall thereafter abat▇ ▇▇▇portionately. If the Landlord shall not exercise the foregoing right of cancellation then the Landlord's consent to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant Tenant's request for consent to assign or sublet shall not be unreasonably withheld and if such spaceconsent shall be given, subjectthe Tenant shall assign or sublet, howeveras the case may be, only upon the terms set out in the offer submitted to the subsequent written approval of the proposed assignee or subtenant by Landlord, Landlord as aforesaid and provided not otherwise. The Tenant further agrees that if the Rental rate agreed upon between Landlord consents to any such assignment or subletting, the Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, responsible for and shall be paid by Tenant hold the Landlord harmless from any and all capital costs for Leasehold Improvements and all other expenses, costs and charges in respect to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s or arising out of any such assignment or subleasing of subletting. Notwithstanding any such space, provided consent being given by the Landlord and such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Leasebeing effected, the assigneeTenant hereunder shall remain bound to the Landlord for the fulfilment of all the terms, for purposes of this Agreementcovenants, be deemed to have adopted the warrants of attorney conditions and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sameagreements herein contained. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If The Tenant should desire shall not assign this Lease nor sublet the whole or any part of the Leased Premises except with the prior written consent of the Landlord, which consent shall not be unreasonably withheld; provided that: (a) the Tenant shall deliver to the Landlord its written request to such assignment or sublease together with a copy of the proposed assignment or sublease and shall provide the Landlord with such information as the Landlord may reasonably require with respect to the business and financial responsibility and standing of the proposed assignee or subtenant, and (b) within fourteen (14) days after the receipt by the Landlord of such request and information, the Landlord, by notice in writing to the Tenant, if the request was to assign this Lease or to sublet the Premises whole of the Leased Premises, may terminate this Lease or, if the request was to sublet a portion of the Leased Premises, may terminate this Lease with respect to such portion. Such termination shall be effective on a date named in such notice which shall be the last day of a month not less than thirty (or any part thereof), Tenant shall give Landlord written notice at least 60 30) days in advance thereof. Landlord shall then have a period of 30 nor more than one hundred and twenty (120) days following receipt the delivery of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate notice. Upon such termination of this Lease as to a portion of the space so affected by Leased Premises the Tenant shall peaceably surrender and yield up to the Landlord such portion of the Leased Premises in its notice, in which event Tenant, subject to accordance with the provisions of this Lease relating to the surrender of the Leased Premises at the expiration or the Term and thereafter the Rent shall be adjusted accordingly. Notwithstanding to the foregoing, if the Landlord elects to terminate this Lease in accordance with the provisions of this subsection 4.18 (b), the Tenant shall have the right, to be exercised by written notice to the Landlord within two (2) days after receipt or the Landlord’s notice, to withdraw the request for consent, in which expressly survive case the termination Tenant shall not proceed with such assignment or subletting. The Landlord’s notice shall be null and void and this Lease shall continue in full force and effect. The Tenant shall not grant any concession or enter into any licence or franchise to use the Leased Premises or any part thereof. If the Tenant is an incorporated company, any change in the effective voting or other control of the company shall be deemed for the purposes hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each an assignment of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation All of the terms and provisions Landlord’s legal fees or documentation fees, or both, necessary to the Landlord’s consent or lack of this Section 18.01 consent shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned borne by Landlord, or at less than a fair market ratethe Tenant. In the event of an such assignment of this Leaseor subletting, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely pay to the Landlord the Landlord’s successor in interest for performance of such obligationsthen current charge.

Assignment and Subletting. Section 18.01 If Tenant should desire Not without the prior written consent of Landlord to assign this Lease Lease, to make any sublease, or sublet to permit occupancy of the Premises (or any part thereof)thereof by anyone other than Tenant, Tenant shall give voluntarily or by operation of law, except as hereinafter provided; as Additional Rent, to reimburse Landlord written notice at least 60 days promptly for reasonable legal and other expenses incurred by Landlord in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected connection with any request by Tenant in its notice, in which event Tenant, for consent to assignment or subletting (subject to the provisions of this Lease which expressly survive Section 5.1.12 hereof); no assignment or subletting shall affect the termination hereofcontinuing primary liability of Tenant (which, following assignment, shall be relieved joint and several with the assignee); no consent to any of all further obligations hereunder the foregoing in a specific instance shall operate as a waiver in any subsequent Instance. Landlord's consent to any proposed assignment or subletting is required both as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, the terms and conditions thereof and as to the subsequent written approval consistency of the proposed assignee's or subtenant's business with other uses and tenants in the Building. In addition, as to any assignee (but not as to any sublessee) Landlord's consent shall be required as to the reasonable creditworthiness of the proposed assignee or subtenant by in view of market conditions then prevailing for leases having terms and conditions comparable to this Lease. Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to 's consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No any assignment or subletting by Tenant shall relieve not be unreasonably withheld, provided that Tenant is not then in default under this Lease and that such assignee or subtenant pays therefor the greater of the Fixed Rent, Additional Rent, and all other payments then payable hereunder, or the then fair market rent for the Premises. If Tenant requests Landlord's consent to assign this Lease or to sublet any portion of the Premises such that Tenant shall not occupy at least 20,000 r.s.f. of the Premises after the date of commencement of such sublease, Landlord shall have the option, exercisable by written notice to Tenant given within 10 days after receipt of such request, to terminate this Lease as of the date of commencement the proposed sublease or assignment; provided, however, that Tenant shall have the right to rescind any such request in the event Landlord elects to so terminate this Lease by notice given to Landlord within five (5) days after the date of such termination notice from Landlord, in which event such termination notice shall be of no further force or effect; If, at any time during the Term of this Lease, Tenant is: (i) a corporation or a trust (whether or not having shares of beneficial interest) and there shall occur any change in the identity of any of the persons then having power to participate in the election or appointment of the directors, trustees or other persons exercising like functions and managing the affairs of Tenant’s obligations under this Lease. Any attempted assignment ; or (ii) a partnership or sublease by Tenant association or otherwise not a natural person (and is not a corporation or a trust) and there shall occur any change in violation the identity of any of the terms persons who then are members of such partnership or association or who comprise Tenant; Tenant shall so notify Landlord and Landlord may terminate this Lease by notice to Tenant given within 90 days thereafter if, in Landlord's reasonable judgment, the credit of Tenant is thereby impaired. This paragraph shall not apply if the initial Tenant named herein is a corporation and the outstanding voting stock thereof is listed on a recognized securities exchange. Notwithstanding the foregoing provisions of this Section 18.01 shall be void5.2.1, Tenant may assign this Lease or sublet any portion of the Premises without Landlord's consent to (i) any successor of Tenant resulting from a merger or consolidation of Tenant and (ii) any Affiliate of Tenant (as hereinafter defined) whose net worth is equal to or greater than the net worth of Tenant AS of the date hereof, provided that Tenant provides Landlord at least thirty (30) days prior notice of such assignment or subletting pursuant to either of the foregoing clauses (i) or (ii). In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this LeaseAs used herein, the assigneeterm "Affiliate of Tenant" shall mean and refer to any entity controlled by, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the samecontrolling or under common control with Tenant. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If 7.1 Tenant should desire shall have the right to assign assign, transfer, mortgage or otherwise encumber this Lease or sublet its interest herein upon first obtaining the Premises prior written consent of Landlord, which consent (subject to Section 7.3 hereof) shall not be unreasonably withheld or delayed. No assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord as aforesaid. Any attempted assignment or transfer by Tenant of this Lease or its interest herein without Landlord’s consent as aforesaid shall at Landlord’s option be void. 7.2 Tenant shall have the right to sublease (which term, as used herein, shall include any type of subrental arrangement and any type of license to occupy) the Premises, or any part thereof), Tenant upon first obtaining the prior written consent of the Landlord, which consent (subject to Section 7.3 hereof) shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:not be unreasonably withheld or delayed. (a) to terminate this Lease as to In the space so affected by event Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant desires to assign or sublet to any entity other than an entity described in Section 7.6(a) or (b) a portion of the Premises that, in the aggregate with all other portions of the Premises ,that are then assigned or sublet to an entity or entities other than an entity described in Section 7.6(a), constitutes more than fifty percent (50%) of the usable area of the Premises, Tenant shall so notify Landlord at least ten (10) business days prior to the intended effective date of the proposed assignment or sublease, which notice shall specify such spaceintended effective date. Landlord shall have the right, subject, howeverby written notice delivered to Tenant within ten (10) business days after the date Tenant’s notice was given, to retake possession of the subsequent written approval portion of the Premises proposed to be sublet or assigned and thereby delete such portion of the Premises from the Premises being leased to Tenant hereunder. If Landlord elects to retake such portion of the Premises, Landlord shall retake possession of such portion on the date specified in Tenant’s notice and Tenant’s obligation to pay rent for such portion shall cease on such date. Thereafter, Tenant shall not have any further rights or obligations of any kind, including any rights of renewal, in or to the portion of the Premises so retaken. If Landlord does not elect to retake such portion of the Premises within the aforesaid ten (10) business day period, Tenant may enter into the assignment or sublease described in its notice upon obtaining Landlord’s reasonable consent thereto as aforesaid. It shall not be unreasonable for Landlord to withhold its consent if Landlord has previously notified Tenant that it is in default hereunder and such default has not been cured, or if Landlord reasonably determines that the character of the proposed assignee or subtenant or the nature of the activities to be conducted by such proposed assignee or subtenant would adversely affect the other tenants of the Office Complex or would impair the reputation of the Office Complex as a first class office complex or that the financial history or credit rating of the proposed assignee or subtenant is unacceptable to Landlord. (b) Tenant agrees to give Landlord at least ten (10) business days prior written notice of Tenant’s intention to sublease or assign all or any portion of the Premises, along with sufficient information about the proposed subtenant or assignee to enable Landlord to make any determination called for by subsection (a) above. Landlord agrees, to advise Tenant of Landlord’s decision to grant or withhold its consent to any sublease or assignment proposed by Tenant pursuant to this Article VII within ten (10) business days of receipt of Tenant’s written request for such consent, and provided that if the Rental rate agreed upon between Tenant and Landlord fails to grant or withhold its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, consent within such ten (10) business day period then 100% of such excess Rental its consent shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; ordeemed granted. (c) to refuse to consent to Tenant’s right to sublease or assign all or any portion of the Premises (if Landlord’s consent thereto is required) shall expire one hundred eighty (180) days after the date on which Landlord’s recapture right lapsed or was waived with respect to the sublease or assignment or subleasing of such spacereferenced in Tenant’s notice, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee Tenant shall have agreed executed the sublease or assignment referenced in writing with Landlord such notice. Thereafter, Tenant shall have no right to assume and perform each sublease or assign the portion of the covenantsPremises described in the notice furnished pursuant to subsection (b), obligations, and agreements of unless Tenant shall have again complied with the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as procedures set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. 7.3. (d) In the event of Tenant or an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth entity described in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or 7.6(a) hereof shall at any part time lease 100% of the Building and any and all usable area of its rights under this Leasethe building, provided Landlord’s successor in interest assumes Landlord’s obligations hereunderthen, and in from the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance date of such obligations.100% leasing,

Assignment and Subletting. Section 18.01 If A. Tenant should desire shall not have the right, voluntarily or involuntarily, to assign this Lease assign, convey, transfer, mortgage or sublet the Premises (whole or any part thereof)of the Premises under this Lease without the prior written consent of Landlord. In the event Tenant applies to Landlord for consent to assign, convey, transfer or sublet the Premises, Landlord may condition such consent upon the right to receive one-half of the profit, if any, which Tenant may realize on account of such assignment, conveyance, transfer or sublease of the Premises. For purposes of this paragraph, "profit" shall give mean any sum which the assignee, sublessee or transferee is required to pay, or which is credited to Tenant as rent in excess of the rents required to be paid by Tenant to Landlord written notice at least 60 days in advance thereofunder this Lease. Landlord shall then have a period also reserves the right to recapture the Premises or applicable portion thereof in lieu of 30 giving its consent by notice given to Tenant within twenty (20) days following after receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to Tenant's written request for assignment or subletting. Such recapture shall terminate this Lease as to the applicable space so affected by Tenant in its noticeeffective on the prospective date of assignment or subletting, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved the last day of all further obligations hereunder as to such space; a calendar month and not earlier than sixty (b60) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval days after receipt of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord ▇▇▇▇▇▇'s request hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event that Landlord shall not elect to recapture and shall thereafter give its consent, Tenant shall pay Landlord $500.00, to reimburse Landlord for processing and leasing costs incurred in connection with such consent. B. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of an assignment 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, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all 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 becoming due to Tenant under such assignment, transfer 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 Building and any and all further performance of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s ▇▇▇▇▇▇'s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If A. Supplementing Article 11 of this Lease, Tenant should shall be permitted to assign its lease, or sublet a) not more than 10,000 square feet of useable space during the first five years of this Lease for a term to expire before the expiration of the fifth year of the Lease, b) after the expiration of the fifth year of this Lease no more than 15,000 square feet of useable space during the balance of the term of this Lease or c) sublet the entire demised premises for substantially the remaining term of the Lease, only with Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed, provided that Tenant is not otherwise in default of the terms, covenants, and conditions of this Lease, beyond any applicable notice and cure periods. Landlord shall respond to Tenant's request for consent to assign its lease or sublet all or a portion of the Demised Premises as soon as practicable, but in no event later than thirty (30) days after receiving Tenant's request. B. On condition Tenant is not in default of any of the obligations, covenants or agreements in this Lease, beyond any applicable notice and cure periods, including, but not limited to, the obligation to pay rent and additional rent, if Tenant shall, at any time or times during the term of this Lease, desire to assign this Lease or sublet the Demised Premises (or any part thereof)as provided in subparagraph A, above, Tenant shall give notice thereof to Landlord, which notice shall be accompanied by: (i) a duplicate original of the proposed assignment or sublease, the effective or commencement date of which shall be not less than thirty (30) days after the giving of such notice; (ii) a statement setting forth, in reasonable detail, the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises; and (iii) current financial information in a form reasonably acceptable to Landlord written notice at least 60 days with respect to the proposed assignee or sublessee, including a financial statement as compiled by such proposed sublessee's or assignee's certified public accountant and, if available, reviewed in advance thereofaccordance with generally accepted accounting principles, and the previous two years' federal income tax returns (including any extensions if no return has yet been filed). C. 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 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 Base Rent and Additional Rent due, and to become due, hereunder, for the performance of all of the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and for all acts and omissions of any licensee, subtenant, or any other person claiming under or through any subtenant that 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 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. If Landlord shall then have decline to give its consent to any proposed assignment or sublease, Tenant shall indemnify, defend and hold Landlord harmless from and against any and all losses, liabilities, damages, costs and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed assignee or subtenant or by any brokers or other, persons claiming a period of 30 days following receipt of such notice within which commission or similar compensation in connection with the proposed assignment or sublease. D. With respect to notify Tenant in writing that Landlord elects eithereach and every proposed sublease or assignment, as the case may be, it is further agreed that: (a) no subletting shall be for a term ending later than one day prior to terminate 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; (c) each sublease shall provide that it is subject and subordinate to the 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 sublandlord 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, that theretofore accrued to such subtenant against Tenant or (iii) be bound by any previous modification of such sublease or by any previous prepayment of more than one month's fixed rent or any additional rent then due; and (d) the proposed assignee or sublessee is not then an occupant of any part of the Building, unless Landlord is unable to provide suitable space required by such occupant, or a party who dealt with Landlord or Landlord's agent (directly or through a broker) and had submitted an offer letter with respect to space in the Building during the 12 months immediately preceding Tenant's request for Landlord consent; (e) there shall be no more than one assignment during the term of this lease; (f) any options to extend or renew this Lease shall not be exercisable by any assignor nor transferred with any assignment, but shall be personal only to the signatory Tenant; (g) the advertised base rent collectible under the sublease shall not be less than the market rent that Landlord is advertising for leasing other space in the Building (but Tenant shall not be prohibited from subletting for less than such market rent so long as the sublease rent is kept confidential); (h) the proposed use for the subtenant or assignee shall conform to the requirements of this Lease; and (i) there shall be due from the Tenant, assignee or sublessee (and collectible as additional rent) the costs incurred by Landlord with respect to approving the proposed sublease or assignment, including all professional and/or attorneys fees incurred to prepare any required documents; Landlord shall use its reasonable efforts to keep such costs to a minimum. E. Any sublease, assignment, or transfer, whether made with Landlord's consent or otherwise shall be made only if, and shall not be effective until, the sublessee or assignee shall execute, acknowledge and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, whereby the sublessee or assignee shall assume all of the obligations of this Lease with respect to the space so affected by sublet or assigned thereafter on the part of Tenant to be performed or observed, except that the obligation to pay rent or additional rent shall be as set forth in its noticethe sublease, in which event Tenantassignment or transfer document. Notwithstanding such sublessee, subject to assignment or transfer the provisions of this Article and Article 11 shall continue to be binding in respect of all future assignments, sublettings and other transfers. The original named Tenant covenants that, notwithstanding any assignment, subletting or transfer, whether or not in violation of the provisions of this lease, and notwithstanding the acceptance of fixed rent and/or additional rent by Landlord from an assignee, sublessee, transferee, or any other party, the original named Tenant shall remain fully liable for the payment of the Base Rent and Additional Rent (less any fixed rent and/or additional rent actually received by Landlord) and for the other obligations of this Lease which expressly survive on the termination hereofpart of Tenant to be performed or observed. F. Within thirty (30) days after Tenant sends to Landlord its request to sublet the entire Demised Premises or assign in accordance with this Article, above, Landlord shall have the option of recapturing the entire Demised Premises as of the effective or commencement date of the proposed assignment or sublease. If Landlord exercises this option it shall be in writing to Tenant and this Lease shall terminate and expire as if said day were the day originally fixed herein for the end and expiration of the term of this Lease, and Tenant shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant . G. The parties agree that in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all Lease or any part sublease of the Building and space, Tenant shall not receive any and all consideration for the assignment, whether as a direct payment, brokerage fee, finder's fee or for fixtures, improvements or other consideration in any way related to the assignment or assignment transaction or sublease or sublease transaction either directly or indirectly without notifying Landlord at the time of its rights giving Landlord notice of the intended assignment or sublease. The failure to give Landlord notice of such consideration shall constitute a substantial default under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and . With respect to the foregoing in the event Landlord assigns its rights under this Leaseof such assignment, Landlord shall be released entitled to fifty (50%) percent of the net consideration received by Tenant for the assignment (i.e. after deducting Tenant's cost relating to such assignment for brokerage commissions, advertising, reasonable attorney's fees and disbursements, costs and expenses paid to Landlord hereunder, free rent, reasonable improvement costs to the demised premises and other reasonable cost incurred with respect to such assignment), payable to Landlord within fifteen (15) days after such consideration is received by Tenant. In the case of a sublet only any consideration received by Tenant from any further obligations hereunder, subtenant in excess of the rent and additional rent payable by Tenant agrees ("Excess Rent") shall be paid to look solely to Landlord’s successor in interest for performance of Landlord within fifteen days after such obligations.consideration is received by Tenant. The Excess Rent shall be calculated as follows:

Assignment and Subletting. Section 18.01 If A. Tenant should desire shall not have the right to assign assign, transfer or encumber this Lease or sublet the Premises (Lease, or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease includinginterest therein, without limitation, the provision prior written consent of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this LeaseLandlord. Any attempted assignment assignment, transfer or sublease encumbrance by Tenant in violation of the terms and provisions covenants of this Section 18.01 Paragraph shal▇ ▇▇ ▇oid. Notwithstanding the foregoing, Tenant shall have the right to assign this Lease to any affiliate provided that such assignment is in form satisfactory to Landlord. Any assignee or transferee of Tenant's interest in this Lease (all such assignees and transferees b▇▇▇▇ ▇ereinafter referred to as "Transferees"), by assuming Tenant's obligations hereunder, shall assume liability to Landlord for all amounts paid to persons other than Landlord by such Transferees in contravention of this Paragraph. No assignment, or other transfer, whether consented to by Landlord or not permitted hereunder shall relieve Tenant of its liability hereunder. 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, or provided by law, may collect directly from such Transferee all rents payable to the Tenant and apply such rent against any sums due Landlord hereunder. No such collection shall be void. In no event shall construed to constitute a novation or a release of Tenant solicit assignees from the further performance of Tenant's obligations hereunder. B. Tenant is permitted to enter ▇▇▇▇ a lease agreement that permits a third party ("Sub-Tenant(s)") to take a portion or sub lessees all of the Premises from the Tenant, provided that the Sub-tenant's use, in other Buildings owned by the sole discretion of the Landlord, does not substantively or at less than a fair market rateadversely change the Tenant's approved use, the Tenant remains primarily responsible for all monies to be paid under the terms of this lease, including but not limited to, the payment of base rent and operating expenses as defined in paragraph 2, and the Sub-Tenant maintains an adherence to the applicable terms set out in this Agreement. In the event of an assignment of this Lease, that a Sub-Tenant fails to adhere to the assignee, for purposes applicable terms of this Agreement, be deemed the Landlord shall retain its rights with respect to have adopted the warrants Tenant, and may proceed with rights and recourse provided for the benefit of attorney and confession of judgmentthe Landlord under this Agreement, set forth in Section 24.02 as if the assignee has executed Tenant itself had failed to adhere the sameterms of this Agreement. Section 18.02 Landlord may sell, transfer, assign, and convey all C. If an event of default occurs while the Premises or any part thereof are assigned, transferred or sublet, then Landlord, in addition to any other remedies herein provided, or provided by law, may collect directly from such Transferee all rents payable to the 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 obligations hereunder. D. If this Lease is assigned to ▇▇▇ ▇erson or entity pursuant to the provisions of the Building and Bankruptcy Code, 11 U.S.C., Section 101, et seq., (the "Bankruptcy Code"), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of its rights 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 be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. E. 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, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, Lease on and in after the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance date of such obligationsassignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption.

Assignment and Subletting. Section 18.01 If 10.1 The Tenant should desire to may not assign this Lease or sublet the Leased Premises (or any part thereof), Tenant unless it shall give first advise the Landlord written notice at least in writing, by certified mail, return receipt requested. In such event, the Landlord shall have 60 days in advance thereof. Landlord shall then have a period of 30 days following from receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) elect to re-capture the Leased Premises and terminate this the Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s the assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements Lease or the sublease of the Tenant in this Lease includingLeased Premises. 10.2 If Landlord elects to recapture the Leased Premises, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant surrender the Leased Premises no later than 90 days after Landlord's written notice of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateits election to recapture. In the event of an assignment of this Leaserecapture, the assigneeTenant shall have no further liability to the Landlord hereunder, except for purposes the provisions of this Agreementparagraphs 12, be deemed 28 and 27(excluding the obligation to have adopted remove alterations and improvements and restore the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sameLeased Premises). Section 18.02 10.3 In connection with any permitted assignment or subletting, (i) the Tenant shall pay monthly to the Landlord may sell, transfer, assign, and convey all or one-half of any part increment in rent received by Tenant per square foot over the rent then in effect during the year of the Building assignment or subletting, which payment shall be made monthly together with the required rent hereunder; and (ii) if Tenant receives any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Leaseconsideration or value for such assignment or subletting, Landlord shall be released from paid one-half of any further obligations such consideration or value within 10 days after receipt of the same by Tenant. As a condition hereunder, Tenant warrants and represents to Landlord that it will furnish to Landlord a copy of all pertinent documents with respect to any such assignment or subletting so as to establish Tenant's obligation to Landlord hereunder. 10.4 In the event of any assignment or subletting permitted by the Landlord, the Tenant agrees to look solely to Landlord’s successor in interest shall remain and be directly and primarily responsible for payment and performance of the within Lease obligations, and the Landlord reserves the right, at all times, to require and demand that the Tenant pay and perform the terms and conditions of this Lease. No such obligationsassignment or subletting shall be made to any Tenant who shall occupy the Leased Premises for any use other than that which is permitted to the Tenant, or for any use which may be deemed disreputable or extra hazardous, or which would in any way violate applicable laws, ordinances or rules and regulations of governmental boards and bodies having jurisdiction.

Assignment and Subletting. Section 18.01 If (A) Tenant should desire covenants and agrees not to assign or sublet said Premises or any part of same or in any other manner transfer this Lease, the subleasehold or the Premises without the written consent of the Landlord, but such consent to sublease or assign shall not be unreasonably withheld. Notwithstanding the foregoing, Tenant may assign this Lease or sublet the Premises (whole or any part thereof)of the Premises to any of its affiliates or subsidiaries (as defined in the Internal Revenue Code of 1986, as amended) during the term hereof, or any extension hereof without the consent of the Landlord, provided Tenant notifies Landlord in writing prior to any such assignment or subletting. In the event of any subletting or assignment of any or all of the Premises, Tenant nevertheless shall remain liable for the payment to the Landlord underand compliance with all of the terms and conditions of this Lease and shall pay to Landlord all amounts received by Tenant that exceed the rent payable hereunder. Any consent to a subletting or assignment shall not be deemed a consent to any subsequent subletting or assignment, and any attempted assignment or sublease without the required consent of Landlord shall be void. Prior to any subletting or assignment requiring Landlord’s consent, Tenant shall give submit to Landlord written notice at least 60 the intended use and term and Landlord shall have fifteen (15) days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant elect to terminate this Lease, in writing which event the parties shall be relieved of further responsibility to the other accruing after the effective termination date as hereinafter set forth. In the event that Landlord elects either: (a) to terminate this Lease as to during the space so affected by Tenant in its noticeaforesaid fifteen (15) day period, in which event Tenant, subject to such termination of the provisions of this Lease which expressly survive the termination hereof, Landlord’s obligation shall be relieved effective ninety (90) days from the date that the Landlord gives written notice of all further obligations hereunder as its election to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to terminate the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02Lease. No assignment or subletting by Tenant shall relieve Tenant All of Tenant’s obligations under this LeaseLease shall be in full force and effect until the expiration of said ninety (90) day period. (B) Any proposed assignee or Tenant or its business is subject to compliance with additional requirements of the law (including the ADA) beyond those requirements that are applicable to Tenant. Any attempted assignment proposed assignee or sublease Tenant shall: (i) first deliver plans and specifications for complying with such additional requirements and obtain Landlord’s consent thereto; and (ii) comply with all Landlord’s requirements for security to assure the lien-free completion of any improvements as well as any other conditions prescribed by Tenant Landlord in violation of the terms and provisions of this Section 18.01 shall be void. any consent given hereunder. (C) In no event shall Tenant solicit assignees any sublease or sub lessees assignment be made which would in any way violate any then existing exclusive provision granted to any other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sametenant. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If (a) Without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed, Tenant should desire to shall not assign this Lease or sublet sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises (each being a “Transfer”) and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this Paragraph 17, a transfer of the ownership interests controlling Tenant shall be deemed a Transfer of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant, under common control with Tenant or to an entity whose principals hold an interest (a “Tenant Affiliate”), without the prior written consent of Landlord; provided, however, Tenant shall give Landlord provide at least ten (10) days written notice at least 60 days in advance thereof. Landlord shall then prior to assigning this Lease to, or entering into any sublease with, any Tenant Affiliate and the Tenant Affiliate must have a period net worth (calculated in accordance with generally accepted accounting principles, consistently applied) greater than or equal to that of 30 days following receipt Tenant as of such notice within which the date of this Lease. Any Tenant Affiliate to notify Tenant in writing that Landlord elects either: (a) to terminate whom this Lease as to is assigned in accordance with, and subject to, the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions terms of this Lease which expressly survive is referred to herein as a “Tenant Affiliate Assignee”. Tenant may only sublease the termination hereof, shall be relieved of all further obligations hereunder Premises pursuant to its status as to such space;lessee under this Lease. (b) Notwithstanding the above, Tenant shall be permitted to permit sublease the Premises subject to the following terms: (i) No sublease shall have a term beyond December 30, 2026 (i.e., the interests of all sublessees shall expire on or before December 30, 2026). (ii) Seller or Tenant shall procure from each sublessee: a. A standard form subordination agreement whereby each sublessee warrants and agrees that: (1) its interest is subordinate to the this Lease; and (2) in the event that this Lease terminates prior to the sublease then Buyer shall have the right, in Buyer’s sole discretion, to either terminate the sublease or attorn to the terms of the sublease (hereafter, a “Subordination Agreement”); b. Seller or Tenant shall procure from each sublessee a standard form estoppel certificate (such as the AIR CRE Standard Estoppel Certificate – by lessee form, or other comparable standard form) whereby each sublessee acknowledges that its tenancy terminates on or before December 30, 2026 (hereafter, an “Estoppel Certificate”); and c. All Subordination Agreements and Estoppel Certificates shall delivered to Landlord before the Commencement Date. (c) Tenant shall reimburse Landlord for all of Landlord’s reasonable out-of-pocket expenses in connection with any Transfer, other than to a Tenant Affiliate. Upon ▇▇▇▇▇▇▇▇’s receipt of ▇▇▇▇▇▇’s written notice of a desire to assign or sublet such spacethe Premises, subjector any part thereof (other than to a Tenant Affiliate), howeverLandlord may, by giving written notice to Tenant within thirty (30) days after receipt of Tenant’s notice, terminate this Lease with respect to the subsequent written approval space described in Tenant’s notice, as of the date specified in ▇▇▇▇▇▇’s notice for the commencement of the proposed assignment or sublease. Tenant acknowledges and agrees that Landlord may withhold its consent to any proposed assignment or subletting for any reasonable basis including, but not limited to: (i) Tenant is in default of this Lease; (ii) the assignee or subtenant by Landlord, and provided that if is unwilling to assume in writing all of Tenant’s obligations hereunder; (iii) the Rental rate agreed upon between Tenant and its proposed assignee or subtenant has a financial condition which is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant reasonably unsatisfactory to Landlord in or ▇▇▇▇▇▇▇▇’s mortgagee; or (iv) the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may Premises will be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession used for monetary damages and possession as different purposes than those set forth in Paragraph 3(a) or for a use requiring or generating Hazardous Materials. Tenant hereby waives and releases its rights under Section 24.02. No assignment 1995.310 of the California Civil Code or subletting by under any similar law, statute or ordinance now or hereafter in effect. (d) Notwithstanding any Transfer, Tenant shall relieve Tenant and any guarantor or surety of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation Lease shall at all times remain fully responsible and liable for the payment of the terms rent and provisions for compliance with all of Tenant’s other obligations under this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateLease (regardless of whether ▇▇▇▇▇▇▇▇’s approval has been obtained for any such Transfer). In the event of an assignment of this Lease, that the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney rent due and confession of judgment, set forth in Section 24.02 as if the payable by a sublessee or assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all (or any part a combination of the Building and rental payable under such sublease or assignment plus any and all of its rights bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, provided Landlord’s successor then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within ten (10) days following receipt thereof by Tenant. If such Transfer is for less than all of the Premises, such excess rental and other excess consideration shall be calculated on a rentable square foot basis. (e) If the Premises is subleased (whether in interest assumes Landlord’s obligations hereunder, and whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant’s leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord assigns may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding subparagraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder. Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. ▇▇▇▇▇▇▇▇’s consent to any Transfer shall not waive Landlord’s rights under as to any subsequent Transfers. Notwithstanding anything to the contrary contained in this Lease, if Tenant or any proposed transferee claims that Landlord has unreasonably withheld or delayed its consent under this Paragraph 17 or otherwise has breached or acted unreasonably under this Paragraph 17, their sole remedies shall be released from a declaratory judgment and an injunction for the relief sought without any further obligations hereundermonetary damages, and Tenant agrees hereby waives all other remedies, including, without limitation, any right at law or equity to look solely terminate this Lease, on its own behalf and, to Landlord’s successor in interest for performance the extent permitted under all applicable laws, on behalf of such obligationsthe proposed transferee.

Assignment and Subletting. Section 18.01 If Tenant should desire to A. Without the prior written consent of Landlord, tenant shall not assign this Lease or sublet the sub-lease Premises (or any part thereof). If Tenant desires to sublease Premises or any part thereof, Tenant shall give Landlord written notice of such desire at least 60 fifteen (15) days in advance thereofof the date of which tenant desires to make such sub-lease. Said Tenant's notice shall be accompanied by the name of the proposed sub-tenant, a copy of the proposed sub-lease, and such financial information relative to the proposed sub-tenant's financial responsibility as Landlord may reasonably require. Landlord shall then have a period of 30 fifteen (15) days following receipt of such notice within which and information to notify Tenant in writing that Landlord elects either: either option (a) i), to cancel and terminate this Lease as if the request is to sub-lease all of Premises; or, option (ii), if the space so affected by Tenant in its noticerequest is to sub-lease a portion of Premises only (said portion being an entire floor or floors), in which event Tenant, subject to the provisions of cancel and terminate this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as with respect to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rentalportion; or , option (c) iii), to refuse to consent to Tenant’s assignment or subleasing 's sub-leasing such space and continue this Lease in full force and effect as to the entire Premises; or, option (iv), to consent to the proposed sublease. Landlord's notice to Tenant, under options (i) and (ii) shall state an effective date of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as cancellation and termination which shall be not less than sixty (60) days nor more than one hundred-twenty (120) days from the same may be amended from time service of Landlord's notice. In no event should Landlord consent to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the any proposed assignee or sub-lessee shall have agreed lease if Tenant is then in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations default under this Lease. Any attempted assignment or sublease by If Landlord should fail to notify Tenant in violation writing of the terms and provisions election of this Section 18.01 shall options (i) or (ii) within said sixty (60) day period, Landlord will be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed considered to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sameelected option (iv) above subject to Paragraph 18. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If Tenant should desire to shall not sell, assign or transfer this Lease or any interest herein, sublet or permit the occupancy or use by others of the Premises (or any part thereof, or part with possession of the Premises or any part thereof, or allow any transfer hereof by operation of law or otherwise (collectively, a “Transfer”), Tenant shall give without the prior written consent of Landlord, which Landlord written notice at least 60 days will not unreasonably withhold or delay. Any Transfer which is not in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to compliance with the provisions of this Lease which expressly survive Article 12 shall, at the termination hereofoption of Landlord, and without limiting any other remedies of Landlord, be void and of no force or effect. If the Tenant intends to effect a Transfer, then the Tenant shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, give prior written notice to the subsequent written approval Landlord of such intent specifying the nature of the Transfer and the name of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, transferee and shall be paid by provide such information with respect to the proposed Transfer and the transferee as the Landlord may reasonably require. Tenant shall deliver to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended upon receipt from time to timetime throughout the Term or thereafter, any consideration received as a result of any Transfer, which shall include the Landlorddifference, if any, between the amount of rent and similar payments received by Tenant as a result of such Transfer and the amount of Rent payable hereunder. Tenant shall not be deemed cause the subtenant, assignee or transferee to execute and deliver to the Landlord an agreement to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment bound by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be voidLease as if the subtenant (to the extent of the subleased premises and save for the payment of Basic Rent), assignee or transferee had executed this Lease in the place and stead of the Tenant. In no event shall Landlord will, within 30 days after having received written notice from the Tenant solicit assignees as set out above, notify Tenant in writing either that: (a) it consents or sub lessees does not consent to the Transfer; or (b) it elects to cancel this Lease in other Buildings owned by preference to giving its consent. If Landlord elects to cancel this Lease, Tenant will notify Landlord in writing within 15 days thereafter of Tenant’s intention either to refrain from such Transfer or to accept the cancellation of this Lease. If Tenant fails to advise Landlord within such 15 day period or if it advises Landlord that it accepts Landlord, or at less than a fair market rate. In the event of an assignment ’s cancellation of this Lease, this Lease will be terminated upon the assigneelast day of the month that follows the 30th day following the date that Landlord advised Tenant in writing of its decision to cancel this Lease and Tenant will, for purposes on such date, deliver up possession of the Premises in accordance with all of the provisions of this Agreement, be deemed Lease relating to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part surrender of the Building and any Premises at the expiration of the Term and all Rent shall be adjusted to the date of its rights under this Leasesuch termination. If Tenant advises Landlord that it intends to refrain from such Transfer, provided Landlord’s successor election to cancel this Lease will become null and void in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsinstance.

Assignment and Subletting. Section 18.01 If Tenant should desire to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, Subtenant shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee sublease or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey assign all or any part of the Building Subleased Premises except in accordance with the Master Lease and any unless: A. Subtenant obtains the prior written consent of Sublandlord, which may be withheld in Sublandlor’s sole and absolute discretion, and of Landlord pursuant to the Master Lease. In no event shall Subtenant have the right to sublet or transfer less than all of its rights under this Leasethe Subleased Premises; B. In the case of an assignment, provided Landlord’s successor the assignee shall have assumed in interest assumes Landlord’s writing, directly for the benefit of Sublandlord, all of the obligations of Subtenant hereunder, and Sublandlord shall have been furnished with a copy of the agreement of assignment and assumption to be utilized in connection therewith, in form and substance reasonably satisfactory to Sublandlord, at least thirty (30) days prior to the event Landlord assigns its rights under this Leasecommencement date thereof, Landlord along with a fully-executed duplicate original of said agreement, which shall contain substantially similar terms to the agreement previously provided to Sublandlord, at least ten (10) days prior to the commencement date thereof; and assumption to be utilized in connection therewith, in form and substance reasonably satisfactory to Sublandlord, at least thirty (30) days prior to the commencement date thereof, along with a fully-executed duplicate original of said agreement, which shall contain substantially similar terms to the agreement previously provided to Sublandlord, at least ten (10) days prior to the commencement date thereof; and C. In the case of a sublease, Sublandlord shall have been furnished with a copy of the sublease to be utilized in connection therewith at least thirty (30) days prior to the commencement of the term of such sublease, along with a fully-executed duplicate original of the sublease, which shall contain substantially similar terms to the sublease previously provided to Sublandlord, at least ten (10) days prior to the commencement of the term of such sublease, which sublease shall be released in form and substance reasonably satisfactory to Sub landlord, and shall be subject and subordinate to all of the terms, covenants and conditions of this Sublease and the Master Lease and shall prohibit the right of the subtenant thereunder to assign such sublease or further sublet its subleased premises. D. Subtenant shall pay on demand the actual costs and expenses reasonably incurred by Sub landlord and Landlord, including, without limitation, reasonable architects,' engineers' and attorneys' fees in connection with any such assignment or sublease and the reasonable costs of any review and/or preparation of documents in connection therewith. In addition, Subtenant shall be responsible and shall indemnify and hold Sublandlord harmless for any brokers' commission or other compensation owed or claimed to be owed in connection with any sublease or assignment made by Subtenant. Any consideration received by Subtenant which is in excess of the Base Rent and Additional Rent payable to Sublandlord hereunder shall be paid to Sublandlord. Notwithstanding the foregoing, the terms of this provision shall apply to each sublease or assignment by Subtenant, and consent to anyone sublease or assignment by Sublandlord shall not constitute consent to any future subleases or assignments. Any sublease or assignment made in violation of this provision shall be null and void at the election of Sublandlord. If this Sublease is assigned or subleased by Subtenant or the Subleased Premises are occupied by any party other than Subtenant, Sublandlord may, if an Event of Default, as hereinafter defmed, has occurred, collect rent from any further obligations hereundersuch assignees, subtenants or occupants, and Tenant agrees pay the net amount collected to look solely the Rent due hereunder. However, no such assignment, subletting, occupancy or collection shall be deemed a (i) waiver of Subtenant's obligations pursuant to Landlord’s successor in interest for this provision; (ii) the acceptance by Sub landlord of the assignee, subtenant or occupant as a subtenant or assignee hereunder; or (iii) a release of Subtenant from the further performance of such obligationsany of the terms, covenants and conditions of this Sublease.

Assignment and Subletting. Section 18.01 If (a) Tenant should desire shall not voluntarily assign or encumber its interest in this Lease or in the Premises, or sublease all or any part of the Premises, or allow any other person or entity to occupy or use all or any part of the Premises, without first obtaining Landlord's prior written consent. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable, at Landlord's election, and shall constitute a default and at the option of the Landlord shall result in a termination of this Lease. No consent to assignment, encumbrance, or sublease shall constitute a further waiver of the provisions of this paragraph. Tenant shall notify Landlord in writing of Tenant's intent to sublease, encumber or assign this Lease and Landlord shall, within fifteen (15) days of receipt of such written notice, elect one of the following: (i) consent to such proposed assignment or sublet the Premises sublease; (ii) refuse such consent, which refusal shall be on reasonable grounds, or (iii) elect to terminate this Lease. (b) As a condition for granting its consent to any part thereof)assignment, encumbrance or sublease, fifteen (15) days prior to any anticipated assignment or sublease Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord (the "Assignment Notice"), which shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to set forth the space so affected by Tenant in its noticename, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval address and business of the proposed assignee or subtenant by Landlordsublessee, information (including references) concerning the character, ownership and provided that if financial condition of the Rental rate agreed upon proposed assignee or sublessee, the Assignment Date, any ownership or commercial relationship between Tenant and its the proposed subtenant is greater than the Rental rate that Tenant must pay assignee or sublessee, all in such detail as Landlord hereunder, then 100% of such excess Rental shall be considered reasonably require. If Landlord requests additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to timedetail, the Landlord, Assignment Notice shall not be deemed to be unreasonable in withholding its have been received until Landlord received such additional detail, and Landlord may withhold consent and to any assignment or sublease until such additional detail is provided to it. Further, Landlord may arbitrarily withhold its consent until and unless require that the proposed sublessee or assignee remit directly to Landlord on a monthly basis, all monies due to Tenant by said assignee or sub-lessee shall have agreed in writing with sublessee. (c) The consent by Landlord to assume and perform each any assignee of this Lease or sublessee of the covenants, obligations, and agreements Premises from obtaining the express written consent of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No Landlord to any further assignment or subletting by or as releasing Tenant shall relieve or any assignee or sublessee of Tenant of Tenant’s obligations under this Lease. Any attempted assignment from any liability or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees obligation hereunder whether or sub lessees in other Buildings owned by Landlord, or at less than a fair market ratenot then accrued. In the event of Landlord shall consent to an assignment or sublease, Tenant shall pay Landlord as additional rent a reasonable attorneys' and administration fee not to exceed $500 for costs incurred in connection with evaluating the Assignment Notice. This section shall be fully applicable to all further sales, hypothecation, transfers, assignments and subleases of any portion of the by any successor assignee of Tenant, or any sublessee of the Premises. (d) As used in this section, 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, sale or transfer if the Assignment Notice states that Tenant desires to assign the Lease to any entity into which Tenant is merged, with which Tenant is consolidated or which acquires all or 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 section shall be binding upon it as if it were the original Tenant hereunder and that the assignee shall have a net worth (determined in accordance with generally accepted accounting principles consistently applied) immediately after such assignment which is at least equal to the net worth (as so determined) of Tenant at the commencement of this Lease. (e) Except as provided above, Landlord's consent to any sublease shall not be unreasonably withheld. A condition to such consent shall be delivery by Tenant to Landlord of a true copy of any such sublease. If for any proposed assignment or sublease Tenant receives rent or other consideration, either initially or over the assigneeterm of the assignment or sublease, in excess of the rent called for hereunder, or, in case of the sublease of a portion of the Premises, in excess of such rent fairly allocable to such portion, after appropriate adjustments to assure that all other payments called for hereunder are taken into account, Tenant shall pay to Landlord as additional rent hereunder fifty percent (50%) of the excess of each such payment or rent, less any documented expenses incurred by Tenant in direct relation to the assignment or sublease, or other consideration received by Tenant promptly after its receipt. Landlord's waiver or consent to any assignment or subletting shall not relieve Tenant from any obligation under this lease. The parties intend that the preceding sentence shall not apply to any sublease rentals respecting a portion of the Premises that during the entire term of this Lease was not occupied by Tenant for its own use, but was always subleased by Tenant and/or kept vacant. For the purposes of this Agreementsection, the rent for each square foot of floor space in the Premises shall be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sameequal. Section 18.02 Landlord (f) Tenant may sell, transfer, assign, and convey all assign the Lease or may sublet the Premises or any part of the Building and thereof without Landlord's prior consent, to any and all of its rights under this Leasesubsidiary, affiliate or controlled corporation, or to any corporation into which Tenant may be converted or with which it may merge, provided Landlord’s successor said entity has comparable financial strength and agrees to accept the Lease Agreement in interest assumes Landlord’s obligations hereunderit's then current condition, and in provided that the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsassignee or sublessee's use is compatible with the building.

Assignment and Subletting. Section 18.01 If 16.1 Except in the normal course of Tenant’s business, Tenant should desire shall not have the right to assign this Lease or nor any interest therein, nor to sublet the Premises (whole or any part thereof)of the Premises without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion. Landlord and Tenant agree that Tenant may lease a portion of the Premises to a provider of rehabilitation services, physical therapy services, or similar service provider, after obtaining the written consent of Landlord which consent shall not be unreasonably withheld. In the event of any permitted assignment of the Lease or a sublease of a portion of the Premises described in this Lease, Tenant shall give remain liable for the obligations of Tenant hereunder, which liability of Tenant shall be and remain that of a primary obligor and not a guarantor or surety. Tenant agrees that in the case of a permitted assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord written notice at least 60 days in advance thereof. Landlord shall then have (i) a period of 30 days following receipt duplicate original of such notice within which to notify Tenant assignment in writing that Landlord elects either: recordable form and (aii) to terminate this Lease as to an agreement executed and acknowledged by the space so affected by Tenant assignee in its notice, in which event Tenant, subject to recordable form wherein the provisions of this Lease which expressly survive the termination hereof, assignee shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord agree to assume and agree to observe and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation all of the terms and provisions of this Section 18.01 Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a permitted sublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. Any sublease or license relating to the Premises shall be voidsubject to and subordinate to this Lease. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In be permitted to assign this Lease to an entity with long-term unsecured debt rated below the event of an assignment of this Lease, minimum rating. 16.2 For the assignee, for purposes of this AgreementSection 16.2, be deemed to have adopted the warrants term “assign” or “assignment” shall include the following events: if Tenant is a partnership, a withdrawal or change (voluntary, involuntary or by operation of attorney law or otherwise) of any of the general partners thereof or of general and confession limited partners owning in the aggregate fifty percent (50%) or more of judgmentthe capital and profits of the partnership, set forth in Section 24.02 as or the dissolution of the partnership; or if the assignee has executed the same. Section 18.02 Landlord may sellTenant consists of more than one person, a purported assignment, transfer, assignmortgage or encumbrance (voluntary, and convey all involuntary or 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 part change in the ownership of fifty percent (50%) or more of its capital stock or fifty percent (50%) or more of its voting stock from the ownership existing on the date of execution hereof; or, the sale of fifty percent (50%) or more of the Building and any and all value of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance assets of such obligationsTenant.

Assignment and Subletting. Section 18.01 If A. Tenant should desire agrees not to assign assign, sublet, license, or encumber this Lease or sublet Agreement, the Premises (Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise without the specific prior written consent of Landlord; provided however, landlord agrees not to unreasonably withhold, delay or deny such consent if i) such assignment or sublease is in writing and the assignee or sublessee assumes all the obligations of Tenant under this Lease Agreement; ii) the proposed subtenant or assignee has a net worth of One Million Dollars ($1,000,000) or more at the time of such assignment or subletting; iii) the remaining provisions of this Lease Agreement continue to be applicable; and iv) Tenant shall remain liable hereunder Landlord further hereby gives its consent (subject however to Tenant's providing ten (10) days prior written notice and clauses i), iii) and iv) above being applicable) to an assignment of this Lease Agreement or sublease of the Premises to an "Affiliate" of Tenant or to any entity into or with which Tenant merged or to the purchaser of all or substantially all the ownership interests or assets of Tenant; provided the survivor or transferee continues to operate the business of Tenant as a going concert. For purposes hereof an Affiliate shall mean any party that is "related to" Tenant as that term is defined by Sec 267(b) of the Internal Revenue Code of 1986. Consent by Landlord in one such instance shall not be a waiver of Landlord's rights under this Article as to requiring consent for any subsequent instance. In the event Tenant desires to sublet a part or all of the Premises, or assign this Lease Agreement, Tenant shall give Landlord written notice to Landlord at least 60 thirty (30) days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as prior to the space so affected proposed subletting or assignment, which notice shall state the name of the proposed subtenant or assignee, the terns of any sublease or assignment documents and copies of financial reports or other relevant financial information of the proposed subtenant or assignee. At Landlord's option, any and all payments by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if sublessee with respect to the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant assignment to Landlord, and sublease shall be paid directly to Landlord. In any event no subletting or assignment shall release Tenant of its obligation to pay the rent and to perform all other obligations to be performed by Tenant to hereunder for the Term of this Lease Agreement. The acceptance of rent by Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, another person shall not be deemed to be unreasonable a waiver by Landlord of any provision hereof. B. Notwithstanding anything to the contrary contained in withholding this Article, Tenant may collaterally assign, mortgage, pledge, hypothecate, without Landlord's consent, its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant interest in this Lease includingAgreement to any financing entity, without limitationor agent on behalf of any financing entity to whom Tenant: i) has obligations for borrowed money or in respect of guarantees thereof, the provision of the entry of judgment ii) has obligations evidenced by confession for monetary damages and possession as set forth in Section 24.02. No assignment bonds, debentures, notes, or subletting by Tenant shall relieve Tenant of Tenant’s similar instruments, or iii) has obligations under or with respect to letters of credit, bankers' acceptances and similar facilities or in respect of guarantees thereof: C. Landlord's right to assign this Lease. Any attempted assignment Lease Agreement is and shall remain unqualified upon any sale or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part transfer of the Building and any and all providing the purchaser succeeds to the interests of its rights Landlord under this Lease, provided Lease Agreement and assumes the Landlord’s successor in interest assumes Landlord’s 's obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall thereupon be released entirely freed of all obligations of the Landlord accruing hereunder after such conveyance and shall not be subject to any liability, resulting from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of act or omission or event occurring after such obligationsconveyance.

Assignment and Subletting. Section 18.01 8.01 Tenant shall not assign or hypothecate this Lease nor sublet or otherwise transfer its interest in all or any part of the Premises without the prior written consent of Landlord not to be unreasonably withheld. If Tenant should desire wishes to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building Premises it shall give notice in writing (by certified mail or by personal delivery) of such intention to Landlord, furnishing Landlord with a copy of the proposed assignment or sublease document and full information as to the identity and financial status of the proposed assignee or subtenant. Thereupon, Landlord shall have, within fifteen (15) days of receipt of such notice, document and (ILLEGIBLE) the right to terminate this Lease or to approve or reject such assignment or subletting by written notice to Tenant. If no such response is given, Landlord shall be deemed to have elected to approve the assignment or subletting. Notwithstanding any assignment or sublease, Tenant shall remain liable hereunder and shall not be released without the express written agreement of Landlord to such release. If a subletting is so approved and the rents under such a sublease are greater than the rents provided for herein, then Landlord shall have the further option either (a) to convert the sublease into a prime lease and receive all of its rights the rents, in which case this Lease shall be deemed terminated as to the sublet space and Tenant will be relieved of further liability hereunder with regard thereto; or (b) to require Tenant to remain liable under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the which event Landlord assigns its rights under this Lease, Landlord Tenant shall be released from any further obligations hereunder, and Tenant agrees entitled to look solely to Landlord’s successor in interest for performance retain 75% of net profit after deducting reasonable sublet expenses of such obligationsexcess rents. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting.

Assignment and Subletting. Section 18.01 If (a) Except for a "Permitted Transfer" (as defined below), Tenant should desire to shall not assign this Lease or sublet sublease the Premises or any part thereof or mortgage, pledge or hypothecate its leasehold interest or grant any concession or license within the Premises (any such assignment, sublease, mortgage, pledge, hypothecation, or grant of a concession or license being hereinafter referred to in this Section 18 as a "Transfer") without the prior written consent of Landlord (which consent shall not be unreasonably withheld, conditioned (except as set forth herein) or delayed) and any part thereof)attempt to effect a Transfer without such consent of Landlord shall be void and of no effect. In order for Tenant to make a Transfer, Tenant shall give Landlord written notice must request in writing Landlord's consent at least 60 thirty (30) days in advance thereofof the date on which Tenant desires to make a Transfer and pay Landlord a $250.00 fee for reviewing such request (the "Review Fee"). Such request shall include the name of the proposed assignee or sublessee, current financial information on the proposed assignee or sublessee and the terms of the proposed Transfer. Landlord shall then have a period of 30 shall, within fifteen (15) days following receipt of such notice within which to request, notify Tenant in writing that Landlord elects either: (a1) to terminate this Lease as to the space proposed for sublease or assignment as of the date so affected specified by Tenant in its noticeand for the proposed term of the sublease or assignment, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall Tenant will be relieved of all further obligations hereunder as to such space; space for such period of time, (b2) to permit Tenant to assign or sublet such space, subject, however, to space in accordance with the subsequent written approval of the proposed assignee or subtenant by Landlord, and terms provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or or (c3) to refuse to consent to Tenant’s assignment or subleasing 's requested Transfer and to continue this Lease in full force and effect as to the entire Premises. If Landlord shall fail to notify Tenant in writing of such spaceelection within said fifteen (15) day period, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, Landlord shall not be deemed to have elected option (3) above. If Landlord elects options (1) or (3) above, Landlord shall return the Review Fee to Tenant. If Landlord elects to exercise option (2) above, Tenant agrees to provide, at its expense, direct access from any sublet space or concession area to a public corridor of the Building, and such other improvements, alterations or additions as may be unreasonable required by applicable Laws. The prohibition against a Transfer contained herein shall be construed to include a prohibition against any Transfer by merger, sale of assets, sale of a controlling interest in withholding its consent stock or by operation of law. Notwithstanding the foregoing or anything else to the contrary in this Lease, if no Event of Default has occurred and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee is continuing, Tenant shall have agreed in writing with Landlord the right, subject to assume and perform each Section 18(b), to make a Transfer of the covenants, obligations, and agreements of the Tenant in this Lease without the prior written consent of Landlord (a "Permitted Transfer") to any Tenant related entity including, without limitation, the provision any parent, affiliate or subsidiary of Tenant. Any assignment or sublease must be in writing and Tenant shall have provided Landlord with copy of the entry executed copy of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by sublease within ten (10) days after the date of such sublease or assignment. (b) Notwithstanding that the prior express written consent of Landlord to a Transfer may have been obtained under the provisions of Section 18(a) or that such permission is not required, the following shall apply to all Transfers: (1) Tenant shall, in the case of an assignment, cause the assignee to expressly assume in writing and to agree to perform all of the covenants, duties and obligations of Tenant hereunder, and such transferee shall relieve be jointly and severally liable therefor along with Tenant of Tenant’s (i.e, Landlord's consent to any Transfer shall not release Tenant from performing its obligations under this Lease. Any attempted , but rather Tenant and its transferee shall be jointly and severally liable therefor); (2) In the event that the rent or other consideration due and payable by a sublessee or assignee under any sublease or assignment or sublease other than a Permitted Transfer exceeds the Rent for the portion of the Premises so transferred after deduction for all reasonable and customary market costs incurred by Tenant in violation connection with such non-Permitted Transfer including, without limitation, leasing commissions, improvement costs, legal expenses and/or free rent or other then-market concessions (such excess after such deductions being hereafter the "Net Transfer Profit"), then Tenant shall pay to Landlord, as additional Rent, fifty percent (50%) of such Net Transfer Profit, immediately upon receipt thereof by Tenant from such transferee; (3) No usage of the Premises different from the usage herein provided to be made by Tenant shall be permitted without Landlord's prior written consent, and all of the terms and provisions of this Section 18.01 Lease shall continue to apply after a Transfer; and (4) Any such transferee's obligations shall include, without limitation, the obligation to pay Rent as to the portion of the Premises subject to the Transfer, and Landlord shall be void. In no event shall permitted to enforce the provisions of this Lease against the undersigned Tenant solicit assignees or sub lessees in other Buildings owned by Landlordany transferee, or at less than both, without demand upon or proceeding in any way against any other persons. Landlord may collect Rent directly from the transferee and apply the net amount collected to the Rent reserved in this Lease, without the requirement of any consent or approval from Tenant. (c) The consent by Landlord to a fair market rateparticular Transfer shall not be deemed a consent to any other subsequent Transfer. In the event of an assignment of If this Lease, the assigneePremises or the Tenant's leasehold interest therein, for or if any portion of the foregoing is transferred, or if the Premises are occupied in whole or in part by anyone other than Tenant without the prior consent of Landlord as provided herein (other than in a Permitted Transfer), Landlord may nevertheless collect rent from the transferee or other occupant and apply the net amount collected to the Rent payable hereunder, but no such transaction or collection of rent or application thereof by Landlord shall be deemed a waiver of the provisions hereof or a release of Tenant from the further performance by Tenant of its covenants, duties and obligations hereunder. (d) No assignee or subtenant of the Premises shall be a then-existing tenant or occupant of the Building or a person or entity with whom Landlord is then dealing with regard to leasing space in the Building or with whom Landlord has had any dealings with the past six (6) months with regard to leasing space in the Building unless Landlord was unable or unwilling to provide the amount of space required by such tenant or occupant. (e) For purposes of this AgreementSection 18, and in addition to any other reasonable grounds for denial, Landlord's consent to a Transfer will be deemed to have adopted the warrants of attorney and confession of reasonably withheld if, in Landlord's good faith judgment, set forth any one or more of the following apply: (a) the proposed transferee does not have the financial strength to perform the Tenant's obligations under this Lease; (b) the business and operations of the proposed transferee are not of comparable quality to the business and operations being conducted by other tenants in Section 24.02 as the Building; (c) either the proposed transferee, or any affiliate of the proposed transferee, occupies or is negotiating with Landlord to lease space in the Building unless Landlord has previously notified such transferee that it is unwilling to lease space to such transferee on terms acceptable to such transferee or Landlord was unable to lease to such transferee the amount of space Tenant that has agreed to lease to such transferee; provided, however, that if Landlord cannot in fact provide the assignee has executed amount of space needed by such proposed transferee, the same. Section 18.02 Landlord foregoing notice requirement shall not apply; (d) the proposed transferee does not have a good business reputation; (e) the proposed use of the Premises by the proposed transferee may sell, transfer, assign, and convey all or will cause the Building or Complex or any part thereof not to conform with any so-called green/LEED program(s) undertaken or maintained by Landlord; (f) the presence in the Premises of the proposed transferee would, in Landlord's reasonable judgment, impact the reputation or value of the Building or the Complex in a negative manner; (g) if the subject space is only a portion of the Premises and any the physical subdivision of such portion is, or would render the Premises, not regular in shape with appropriate means of ingress and all egress and facilities suitable for normal renting purposes, or is otherwise not readily divisible from the Premises; (h) the Transfer would require alterations to the Building or the Complex to comply with applicable Laws; (i) the transferee is a government (or agency or instrumentality thereof); or (j) an Event of its rights Default exists under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in Lease at the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and time Tenant agrees requests consent to look solely to Landlord’s successor in interest for performance of such obligationsthe proposed Transfer.

Assignment and Subletting. Section 18.01 If In the event Tenant should desire to assign this the Lease or sublet the Premises (or any part thereof)Premises, Tenant shall give Landlord written notice of such desire at least 60 ninety (90) days in advance thereofof the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of 30 thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: either (ai) to terminate this the Lease as to of the space date so affected specified by Tenant in its noticeTenant, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall Tenant will be relieved of all further obligations hereunder as to such space; hereunder, or (bii) to permit Tenant to assign or sublet such space, subject, however, subject to the subsequent prior written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereundersuch consent not to be unreasonably withheld or delayed, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, so long as the same may be amended from time to time, use of the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless Premises by the proposed assignee or sub-lessee would be a permitted use and the proposed assignee is of sound financial condition as determined by Landlord. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall have agreed in writing with deemed to have waived option (i) above, but written approval by Landlord of the proposed assignee shall still be required. Failure by Landlord to assume and perform each approve a proposed assignee shall not cause a termination of the covenants, obligations, Lease. Any rents or other consideration realized by Tenant under any such sublease and agreements assignment in excess of the Rents hereunder, after amortization of the reasonable costs of extra tenant improvements for which Tenant in this Lease includinghas paid and reasonable subletting and assignment costs, shall be divided and paid fifty (50%) percent to Landlord and fifty (50%) percent to Tenant. Notwithstanding the above, Tenant shall have the right to sublease or assign all or any portion of the Premises during the Term or any Option period to any related entity, subsidiary, or affiliate of Tenant, having at least fifty-one (51%) percent direct common ownership, without limitationhaving to receive Landlord's consent, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02but still requiring written notice to Landlord on or before such sublease or assignment. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations any obligation under this the Lease. Any attempted assignment or sublease by Tenant in violation of subletting which conflicts with the terms and provisions of this Section 18.01 hereof shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If Tenant should desire to assign this Lease or sublet the Premises (or any part thereof), 17.1 Except as hereinafter provided. Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or not sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building Premises nor assign this Lease without Landlord's express prior written consent, which consent shall not unreasonably be withheld. Tenant may, subject to the rest of the terms hereof but without Landlord's consent, sublet all of the Premises or assign this Lease to any entity controlling, controlled by or under common control with Tenant, provided the assignee expressly assumes the obligations of Tenant hereunder by execution and delivery to Landlord of a document approved by Landlord. Neither this Lease nor the term hereby demised shall be mortgaged by Tenant, nor shall Tenant mortgage, assign, pledge or otherwise transfer the interest of Tenant in and to any sublease or the rentals payable thereunder or in the Security Deposit. Any such mortgage and any sublease, assignment, pledge or transfer made in violation of this paragraph 17.1 shall be void and at Landlord's election shall terminate this Lease. Each subleases, assignee or transferee of Tenant, other than Landlord, shall assume all obligations of Tenant under this Lease and shall be and remain liable jointly and severally with Tenant for the payment of the rent, and for the due performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed for the term of this Lease. No assignment shall be binding upon Landlord unless such assignee or Tenant shall deliver to Landlord a counterpart of such assignment and an instrument in recordable form which contains a covenant of assumption by the assignee satisfactory in substance and form to Landlord, consistent with the requirements of this Paragraph 17.1, but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge the assignee from its rights liability as set forth above. No subtenant or assignee not complying with the foregoing requirements shall have any interest in the Security Deposit. Any assignee that does comply with the foregoing requirements shall automatically succeed to Tenant's position with respect to the Security Deposit, and Landlord shall have the right to refund all or any portion of the Security Deposit to the assignee at any time or under any circumstances with no liability to the assignor. If tenant is a corporation which, under California law, is not deemed a publicly held corporation or is an unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest controlling such corporation, association or partnership shall be deemed an assignment within the meaning and provisions of this Section 17. For purposes hereof, "control" shall be deemed to refer to any amount, in the aggregate, exceeding 50% of the voting power of such corporation association or partnership. 17.2 In the event that Tenant desires to assign this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunderor to enter into a sublease, as to all or any portion of the Premises, except where the subtenant or assignee is an entity controlling, controlled by or under common control with Tenant. Tenant shall, prior to solicitation of offers therefor, give landlord notice of Tenant's desire to assign or sublet and in of the event Landlord assigns its rights under this Lease, portion of the Premises to be affected by the proposed assignment or sublease. Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.have the right,

Assignment and Subletting. Section 18.01 If A. Tenant should desire shall not have the right, voluntarily or involuntarily, to assign this Lease assign, convey, transfer, mortgage or sublet the Premises (whole or any part thereof)of the Premises under this Lease without the prior written consent of Landlord which shall not be unreasonably withheld. In the event Tenant applies to Landlord for consent to assign, convey, transfer or sublet the Premises, Landlord may condition such consent upon the right to receive one-half of the profit, if any, which Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt may realize on account of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to assignment, conveyance, transfer or sublease of the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions Premises. For purposes of this Lease paragraph, "profit" shall mean any sum which expressly survive the termination hereofassignee, shall be relieved of all further obligations hereunder sublessee or transferee is required to pay, or which is credited to Tenant as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval rent in excess of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant Rents required to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted Landlord also reserves the right to recapture the Premises or applicable portion thereof in lieu of giving its consent by B. Notwithstanding any permitted assignment or sublease by subletting, Tenant in violation shall at all times remain directly, primarily and fully responsible and liable for the payment of the terms rent herein specified and for compliance with all of its other obligations under the terms, provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment and covenants of this Lease. Upon the occurrence of an "event of default" as hereinafter defined, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all Premises or any part of the Building 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 becoming due to Tenant under such assignment, transfer or sublease and apply such rent against any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations sums due to Landlord from Tenant hereunder, and in the event Landlord assigns its rights under this Lease, Landlord no such collection shall be released construed to constitute a novation or a release of Tenant from any the further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsTena▇▇'▇ ▇bligations hereunder. See attached Addendum 12(c) to Lease.

Assignment and Subletting. Section 18.01 If (a) In the event Tenant should desire desires to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereofof such desire. Landlord shall then have a period of 30 thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: any of the following options (awhich options shall be within the sole and absolute discretion of Landlord): (i) to terminate this Lease as to the space so affected by Tenant in its noticethe proposed assignment or sublease as of the date specified by Tenant, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall Tenant will be relieved of all further obligations hereunder after such date as to such space; ; or (bii) to permit Tenant to assign or sublet such space, space subject, however, to the subsequent written approval of the proposed assignee or subtenant sublessee by Landlord, and provided which approval shall not be unreasonably withheld or delayed; provided, however, that if the Rental rental rate agreed upon between Tenant and its proposed subtenant sublessee is greater than the Rental rental rate that Tenant must pay Landlord hereunderpayable under this Lease, then 100% one-half (1/2) of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, rental (and each installment thereof) shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; oras Additional Rent hereunder within five (5) days of Tenant's receipt thereof. (cb) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each In respect of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No foregoing: (i) no assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations any obligation under this Lease. Any ; (ii) any attempted assignment or sublease by Tenant in violation of the terms and conditions of this Section 17 shall be void; and (iii) the provisions of this Section 18.01 17 shall be void. In no event shall Tenant solicit assignees apply fully to any subsequent assignment or sub lessees in other Buildings owned subletting by Landlord, an assignee or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for sublessee. (c) For purposes of this Agreement, Section 17 any transfer or change in control of Tenant (or any sublessee or assignee) by operation of law or otherwise shall be deemed an assignment hereunder, including, without limitation, any merger, consolidation, dissolution or any change in the controlling equity interests of Tenant or any subtenant or assignee (in a single transaction or a series of related transactions); provided, however, that Landlord shall neither terminate this Lease nor deny approval to have adopted an assignment arising from (i) an issuance of stock in a public offering or (ii) the warrants sale of attorney a controlling equity interest of Tenant where the purchaser is publicly held and confession the net worth of judgment, set forth in Section 24.02 as if the assignee has executed resulting entity shall be greater than the samenet worth of the Tenant immediately prior to the transaction. Section 18.02 Landlord (d) Upon prior written notice to Landlord, Tenant may sell, transfer, assign, and convey assign this Lease to an affiliate of Tenant provided that following such assignment Tenant shall continue to be responsible for all or any part of the Building and any and all obligations of its rights Tenant under this Lease, provided Landlord’s successor further that the assignee shall execute an agreement in interest assumes Landlord’s obligations form and substance reasonably satisfactory to Landlord confirming the assumption of the Lease by the assignee and the continued responsibility of the Tenant hereunder, and in the event Landlord assigns its rights under . For purposes of this Lease, Landlord shall be released from any further obligations hereunderand "affiliate" is an entity that controls, and Tenant agrees to look solely to Landlord’s successor in interest for performance is controlled by or is under common control of such obligationsTenant.

Assignment and Subletting. Section 18.01 No assignment of this Lease or sublease of all or any part of the Premises shall be permitted, except as provided in this Article 16. a. Tenant shall not, without the prior written consent of Landlord, assign or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Tenant. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. This Lease shall not, nor shall any interest of Tenant herein, be assignable by operation of law without the written consent of Landlord. b. If at any time or from time to time during the term Tenant should desire desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord setting forth the terms and provisions of the proposed assignment or sublease, and the identity of the proposed assignee or subtenant. Tenant shall promptly supply Landlord with such information concerning the business background and financial condition of such proposed assignee or subtenant as Landlord may reasonably request. Landlord shall have the option exercisable by notice given to Tenant within twenty (20) days after Tena▇▇'▇ ▇otice is given, either to sublet such space from Tenant at the rental and on the other terms set forth in this Lease for the term set forth in Tenant's notice, or, in the case of an assignment, to terminate this Lease. Subject to the other provision in this Article 16, if Landlord does not exercise such option, Tenant may assign the Lease or sublet such space to such proposed assignee or subtenant on the following further conditions: (1) Landlord shall have the right to approve such proposed assignee or subtenant, which approval shall not be unreasonably withheld; (2) The assignment or sublease shall be on the same terms set forth in the notice given to Landlord; (3) No assignment or sublease shall be valid and no assignee or subleasee shall take possession of the Premises until an executed counterpart of such assignment or sublease in such form as may be required by Landlord has been delivered to Landlord; (4) No assignee or sublessee shall have a further right to assign or sublet except on the terms herein contained; and (5) Fifty percent (50%) of any sums or other economic consideration received by Tenant as a result of such assignment or subletting, however denominated under the assignment or sublease, which exceed, in the aggregate, (i) the total sums of which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to the portion of the Premises subleased), plus (ii) any real estate brokerage commissions or fees payable in connection with such assignment or subletting and any Tenant improvement costs, shall be paid to Landlord as additional rent under this Lease without affecting or reducing any other obligations of Tenant hereunder; (6) Tenant shall not then be in default beyond the time herein provided, if any, to cure such default; and (7) Tenant shall be prohibited from negotiating with a person or entity with whom Landlord is then negotiating to lease space in the Building or Project, including any existing tenant in the Building or Project with whom Landlord is then negotiating to lease additional or expansion space in the Building or Project, unless otherwise agreed to by Landlord at that time. c. Notwithstanding the provisions of paragraphs a and b above, Tenant may assign this Lease or sublet the Premises (or any part portion thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the without Landlord's consent and without extending any recapture or termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant option to Landlord, to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant's business as a going concern, provided that (I) the assignee or sublessee assumes, in full, the obligations of Tenant under this Lease, (ii) Tenant remains fully liable under this Lease, and (iii) the use of the Premises under Article 8 remains unchanged. d. No subletting or assignment shall release Tenant of Tenant's obligations under this Lease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be paid performed by Tenant to hereunder. The acceptance of Rent by Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, any other person shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with a waiver by Landlord of any provision hereof. Consent to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No one assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted not be deemed consent to any subsequent assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market ratesubletting. In the event of default by an assignee or subtenant of Tenant or any successor of Tena▇▇ ▇▇ the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Landlord may consent to subsequent assignments of the Lease or subletting or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant of liability under this Lease. e. If Tenant assigns the Lease or sublets the Premises or requests the consent of Landlord to any assignment or subletting or if Tenant requests the consent of Landlord for any act that Tenant proposes to do, then Tenant shall, upon demand, pay Landlord an administrative fee of One Hundred Fifty and 00/100 Dollars ($150.00) plus and reasonable attorneys' fees attributable to any such assignment or subletting incurred by Landlord in connection with such act or request. f. Any transfer, by operation of law or otherwise, of Tena▇▇'▇ ▇nterest in this Lease (in whole or in part) or of a fifty percent (50%) or greater interest in Tenant (whether stock, partnership interest or otherwise) shall be deemed an assignment of this Lease, Lease within the assignee, meaning of this Section 16. The issuance of shares of stock to other than the existing shareholders is deemed to be a transfer of that stock for the purposes of this AgreementSection 16. If, be deemed to have adopted during the warrants Term of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor there is a transfer of less than a fifty percent (50%) interest in Tenant, then any other transfer of an interest assumes Landlord’s obligations hereunderin Tenant which, and when added to the total percentage interest previously transferred, totals a transfer of greater than a fifty percent (50%) interest in the event Landlord assigns its rights under this Lease, Landlord Tenant shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor deemed an assignment of Tenant's interest in interest for performance this Lease within the meaning of such obligationsthis Article 16.

Assignment and Subletting. Section 18.01 If Tenant should desire shall assign, transfer, or hypothecate the leasehold estate under this Lease, of any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in increase, the prior written consent of Landlord which consent will not be unreasonably withheld. As a condition for granting this consent to any assignment, transfer, or subletting. Landlord may require that Tenant agrees to pay to Landlord, as Additional Rent, twenty-five percent (25%) of all rents or additional consideration received by Tenant from its assignees, transferees, or subleasees in excess of the Rent payable by Tenant to Landlord hereunder (“Excess Rent”); provided, however, that before sharing such Excess Rent, Tenant shall first be entitled to recover from such Excess Rent (i) the amount of any reasonable leasing commissions paid by Tenant to third parties not affiliated with Tenant and (ii) Tenant’s unamortized costs, excluding costs of interest (if any), to construct interior improvements in the area being sublet for said subtenant(s). Tenant shall, by thirty (30) days written notice, advice Landlord of its intent to assign this or transfer Tenant’s interest in the Lease or sublet the Premises (or any portion thereof for any part thereof), Tenant shall give Landlord written notice at least 60 of the term hereof. Within thirty (30) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of such notice within which to notify Tenant said written notice, Landlord may, in writing that Landlord elects either: (a) its sole discretion elect to terminate this Lease as to the space so affected portion of the Premises described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate (provided Tenant intends to sublet 50% or more of the Premises) If no such notice to terminate is given to Tenant within said thirty (30) day period. Tenant may proceed to locate an acceptable sublease, assignor, or other transfer for presentment to Landlord for Landlord’s approval, all in its noticeaccordance with the lease, in which event Tenant, subject to the provisions covenant and condition of this paragraph 16. If Tenant intends to sublet Premises and Landlord elects to terminate this Lease, this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subjectterminated on the date specified in Tenant’s notice. If, however, this Lease shall terminate pursuant to the subsequent written approval foregoing with respect to less than all the Premises, the rent as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of the proposed assignee or subtenant square feet retained by LandlordTenant, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages as so amended shall continue in full force and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateeffect. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed Tenant is allowed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all transfer or sublet the whole or any part of the Building and any and all Premise, with the prior written consent of its rights under Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, provided Landlord’s successor either in whole or in part, or sublet the whole or any part of the Premises without having obtained prior written consent of Landlord which consent shall not be unreasonably withheld. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, if the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not shall any interest assumes Landlord’s obligations hereundertherein, be assignable for any purpose by operation of law without the written consent of Landlord which consent shall not be unreasonably withheld. As a condition to its consent, Landlord may require Tenant to pay all expenses in connection with the assignment, and Landlord may require Tenant’s assignee or transferee (or other assignees or transferees) to assume in writing all of the event Landlord assigns its rights obligations under this Lease and for Tenant to remain liable to Landlord under the Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.. SEE ▇▇▇▇▇▇▇▇▇ ▇▇

Assignment and Subletting. Section 18.01 If 16.1 Tenant should desire to may assign this Lease or sublet the Premises (or any part thereof)portion thereof with the prior written consent of Landlord, Tenant shall give Landlord written notice which consent may be withheld at least 60 days in advance thereofLandlord's sole discretion except as hereinafter expressly otherwise provided. Landlord shall then have a period of 30 days following receipt of such notice within which agrees not to notify Tenant in writing that Landlord elects either: (a) withhold its consent to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions any assignment of this Lease which expressly survive the termination hereof, shall be relieved or subletting of all further obligations hereunder as to such space; or any portion of the Premises, provided Tenant requests same in writing (b"Tenant's Request"), and provided (i) to permit at the time thereof Tenant to assign or sublet such spaceis not in default under this Lease beyond any applicable cure period; (ii) Landlord, subjectin its discretion reasonably exercised, howeverdetermines that the reputation, to business, proposed use of the subsequent written approval of Premises by, and financial responsibility of, the proposed assignee or subtenant by sublessee, as the case may be, are satisfactory to Landlord; (iii) any assignee or sublessee shall expressly assume all obligations of this Lease on Tenant's part to be performed; (iv) such consent, if given, shall not release Tenant of any of its obligations under this Lease (including, without limitation, its obligation to pay rent) and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental Tenant's liability after any assignment or subletting shall be considered additional Rental owed joint and several with the assignee or sublessee; (v) Tenant shall reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with Tenant's Request; (vi) Tenant agrees specifically to pay over to Landlord, and shall as additional rent, fifty percent (50%) of all sums provided to be paid by Tenant under the terms and conditions of such assignment or sublease which are in excess of the amounts otherwise required to Landlord in the same manner that Tenant pays Annual Base Rentalbe paid pursuant to this Lease; or and (cvii) to refuse to a consent to Tenant’s one assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time subletting to time, the Landlord, any other person shall not be deemed to be unreasonable a consent to any subsequent assignment or subletting. Any assignment, subletting or occupancy without Landlord's prior consent shall be void and shall, at the option of Landlord, constitute a default under this Lease. Neither this Lease nor any interest therein shall be assignable as to the interest of Tenant by operation of law without the prior written consent of Landlord, which consent may be arbitrarily withheld. Tenant agrees that in withholding the event that Landlord withholds its consent and may arbitrarily withhold to Tenant's Request contrary to the provisions of this paragraph, Tenant's sole remedy shall be to seek an injunction in equity to compel performance by Landlord to give its consent until to Tenant's Request, and unless Tenant expressly waives any right to damages in the proposed assignee event of such withholding of consent by Landlord to Tenant's Request. 16.2 The provisions of Section 16.1 shall apply to a transfer (by one or sub-lessee more transfers) of a majority of the stock or partnership interests, or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease; but such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant's assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the net worth of Tenant immediately prior to such merger, consolidation or transfer, (ii) proof satisfactory to Landlord of such net worth shall have agreed in writing with been delivered to Landlord at least 10 days prior to assume and perform each the effective date of the covenants, obligationsany such transaction, and agreements (iii) the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of the Tenant in this Lease hereunder including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No covenant against further assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms subletting; and provisions of provided further that this Section 18.01 16.2 shall be void. In no event shall not apply to the transfer of stock of Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than so long as the stock of Tenant is publicly traded on a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the samenationally recognized stock exchange. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. (a) Except as otherwise provided herein, including Section 18.01 If Tenant should desire to 30, Lessee shall not assign or sublet this Lease without the prior written consent of Lessor, and the Lender and the Secretary so long as the Lessee has any outstanding obligations under the Loan, the Deed of Trust or any other loan document related thereto. Lessee may assign this Lease and deliver possession of the Premises, including any improvements thereon, to the Lender or sublet its successors, or HUD as guarantor of the Loan, if Lessee defaults under the Deed of Trust or any other mortgage or other loan agreement for which this Lease and/or improvements on the Premises (are pledged as security, and, in such event, the Lender or its successors in interest may transfer this Lease or possession of the Premises to a successor ▇▇▇▇▇▇; provided, however, that this Lease may only be transferred to another shareholder of ▇▇▇▇▇▇ or a descendant of a shareholder of ▇▇▇▇▇▇. Except with respect to the Loan, Lessee may not mortgage or otherwise pledge ▇▇▇▇▇▇’s interest in this Lease or any part thereof)improvements on the Premises without the prior written consent of ▇▇▇▇▇▇ and the approval of the Secretary. Any purported assignment, Tenant sublease, mortgage, pledge or assignment not in accordance with the terms hereof shall give Landlord written notice at least 60 days be null and void and of no force or effect. Lessor may sell, pledge, transfer or assign its rights in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as and the Premises to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;any party. (b) Notwithstanding the provisions contained above, the following additional requirements shall be applicable to permit Tenant this Lease so long as the Loan is outstanding: In the event that HUD acquires the Deed of Trust, which is secured by this Lease, and subsequently acquires this Lease by foreclosure, or by the assignment of this Lease by Lessor, Lessee or Lessee’s lessees or assigns, then: (1) HUD will notify Lessor of the availability of this Lease for sale, the sales price of any improvements located on the Premises and other terms of sale. (2) This Lease may only be assigned to assign another shareholder of Lessor or sublet descendant of a shareholder of ▇▇▇▇▇▇, except that HUD may lease the Premises to a non-shareholder or descendant thereof under the conditions specified herein. Any such spacesublease or assignment shall be executed consistent with applicable law. (3) If a purchaser is found, subject, however, this Lease will be transferred by HUD to the subsequent purchaser, with the prior written consent of ▇▇▇▇▇▇. (4) If a purchaser cannot be found, HUD shall be entitled to sublease the Premises and improvements without the prior written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental Lessor. Such sublease shall be considered additional Rental owed by Tenant to Landlorda shareholder of Lessor or a descendant of a shareholder of Lessor, unless such an individual cannot be found, in which case HUD may sub-lease to any individual. The term of the initial lease period and any succeeding period shall not exceed one (1) year each. Any purchase of this Lease shall be paid subject to any sublease by Tenant the HUD pursuant to Landlord in the same manner that Tenant pays Annual Base Rental; orthis subsection. (c5) No mortgagee (except a Federal Agency as mortgagee or assignee of a mortgagee) may obtain title to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in interest created by this Lease including, without limitation, the provision prior written consent of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate▇▇▇▇▇▇. In the event of an assignment of that the Lender is the entity responsible for acquiring this LeaseLease and the leasehold estate by foreclosure, the assignee, for purposes Lender shall have the rights of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord HUD under subparagraphs (1) through (5) above. Lessor may sell, transferpledge, assign, and convey all transfer or any part of the Building and any and all of assign its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from to any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsparty.

Assignment and Subletting. Section 18.01 If Tenant should desire to assign this Lease or sublet (a) Upon the Premises (or any part thereof)receipt of Landlord's consent which shall not be unreasonably withheld, Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant right to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all Project provided that such assignee assumes in writing the obligations of its rights Tenant under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and or in the event Landlord assigns its rights under of a sublease, the sublessee agrees to subordinate to and be subject to the terms of this Lease. Tenant shall provide Landlord written notice of any proposed assignment or subletting, with sufficient detail to apprise Landlord of the material terms of such assignment of subletting transaction. Within thirty (30) days following receipt of such written notice, Landlord shall either disapprove or approve such proposed assignment or subletting transaction, which approval shall not be unreasonably withheld. In the event that Landlord fails to respond to such notice delivered by the Tenant within thirty (30) days following receipt of such written notice, Landlord shall be released from deemed to have approved the proposed assignment or subletting transaction proposed by the Tenant. Notwithstanding any further obligations assignment or subletting hereunder, unless expressly set forth in this Article 19 to the contrary, Lacerte and Tenant agrees to look solely to Landlord’s successor in interest Intuit shall remain liable for the performance of all of the obligations of Tenant hereunder. Such right of assignment or subletting by Tenant may also be exercised by any subtenant or assignee of Tenant which has been previously approved by the Landlord, provided at the time of exercise of such obligationsassignment or subletting Guarantor has an "Investment Grade Credit Rating." For purpose of this Lease the term "INVESTMENT GRADE CREDIT RATING" shall mean a credit rating, either on corporate credit or issuances of indebtedness, for the four (4) most recent fiscal year quarters, as issued by (i) Standard & Poor's Rating Services equal to or greater than BBB or (ii) Mood▇'▇ ▇▇▇estors Services, Inc. equal to or greater than Baa.

Assignment and Subletting. Section 18.01 If Tenant should desire to shall not assign this Lease or any interest therein or sublet the Premises (or any part thereofportion thereof (each of the foregoing being hereinafter sometime referred to as a “Transfer”), without the prior written consent of Landlord, which consent shall not be unreasonably withheld and no permitted Transfer shall relieve Tenant of Tenant’s covenants and agreements hereunder. The consent of Landlord to any one Transfer pursuant hereto shall give not be deemed to be a waiver of the provisions of this Section (including the requirement for Landlord written notice at least 60 days in advance thereofconsent) with respect to any subsequent Transfer. Landlord Each such permitted Transfer shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, expressly be made subject to the provisions of this Lease which expressly survive the termination hereofLease, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the Any proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of (such excess Rental shall be considered additional Rental owed by Tenant party being hereinafter sometimes referred to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, “assignee”) shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant Lease and deliver to Landlord an assumption agreement in violation form satisfactory to Landlord not less than ten (10) days prior to the effective date of the terms proposed Transfer. No Transfer shall impose any obligations on Landlord 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 provisions all such obligations shall continue in full force and effect as obligations of this Section 18.01 a principal and not as obligations of a guarantor or surely to the same extent as though no Transfer had been made. Tenant shall be void. In no event shall Tenant solicit assignees and remain jointly and severally liable with the assignee on this Lease and will not be released from such liability by reason of any subsequent amendments or sub lessees in other Buildings owned by Landlordmodifications to this Lease which may be agreed to between Landlord and any assignee, or at less than a fair market rate. In the event of an assignment of a Transfer, the Landlord may collect rent from the assignee and apply the net amount collected to the rent required to be paid pursuant to this Lease, but no acceptance by Landlord of any payment by any party other than Tenant shall constitute a waiver of the assignee, for purposes requirements of this AgreementArticle 15, be deemed or an acceptance by Landlord of such party as an assignee pursuant to have adopted the warrants a ’Transfer with respect to which Landlord has granted its consent, or a release of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all Tenant from further performance of its rights covenants and obligations under this Lease. If Tenant shall effectuate a Transfer for rent or other consideration in excess of the rent payable hereunder, then, forthwith upon Tenant’s receipt of such excess rent or other consideration. Tenant shall pay fifty percent (50%) of any Transfer Profit (as hereinafter defined). The term “Transfer Profit” shall mean the excess, if any. of (a) the fixed rent, additional rent and all other charges and sums actually received by Tenant either initially or over the term of the sublease or assignment plus all other profits and increases actually received by Tenant as a result of such subletting or assignment, after deducting the reasonable costs of Tenant incurred in such subleasing or assignment (the definition of which shall be limited to rent concessions, architectural fees, attorneys’ fees, moving expenses, brokerage commissions and alteration allowances associated with the subleasing or assignment at issue, in each case actually paid) over (b) the Minimum Rent and Additional Rent and other charges provided in this Lease (provided, however, that for the purpose of calculating the Transfer Profits in the case of a sublease, appropriate prorations shall be made based on the percentage of the Premises subleased). At Landlord’s successor in interest assumes Landlord’s obligations hereunderoption, the assignee shall be required to make all payments directly to Landlord and. following receipt by Landlord of the Minimum Rent, Additional Rent and in other sums which shall have then accrued and become due and payable pursuant to the event Landlord assigns its rights under other terms of this Lease, Landlord shall remit to Tenant any amounts that may be released from any further obligations hereunder, and due Tenant agrees to look solely reimburse Tenant for the corresponding sums which Tenant had paid to Landlord’s successor . Promptly after the execution and delivery of any such permitted assignment or sublease or the documentation relating to any other such permitted Transfer. Tenant shall deliver a duplicate original thereof to Landlord. Unless Tenant is a corporation or other entity whose capital stock or interests are publicly traded on a nationally recognized securities exchange, then (in one or more transactions) (i) a transfer of 50% or more of the beneficial or record ownership of the capital stock, of any class, of Tenant or a transfer of 50% or more of the voting control of any such stock other than a transfer to a “Permitted Transferee” (as hereinafter defined), (ii) a transfer of 50% or more of the partnership interest for performance or other beneficial interest in Tenant other than to a transfer to a Permitted Transferee and/or (iii) any merger or consolidation of such obligations.Tenant with another entity shall each be treated as and deemed to be a Transfer which shall be subject to the foregoing provisions of this Section. RM:6995119:7 Village Center Lease Agreement Initials: L: , T:

Assignment and Subletting. Section 18.01 If 6.01. Tenant should desire to shall neither assign this the Lease or nor sublet the Premises (all or any part thereof)portion of the Demised Premises without Landlord’s prior consent, Tenant which Landlord agrees shall give Landlord written notice at least 60 days in advance thereofnot be unreasonably withheld or delayed. Landlord shall then have a period may withhold such consent if, in the reasonable exercise of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:its judgment, it determines that; (a) Landlord desires to recapture the Premises in which event Landlord shall notify Tenant of its intention to terminate this Lease as to on a date (the space so affected by “Termination Date”) which shall not be earlier than one (1) day before the effective date of the proposed assignment or subletting nor later than sixty (60) days after such effective date. Tenant in its notice, in which event Tenant, subject to shall then vacate and surrender the provisions Demised Premises on or before the Termination Date and the tern of this Lease which shall end on the Termination Date as if it were the Expiration Date. It is expressly survive understood that in the termination hereofevent Landlord recaptures the Premises in accordance with this paragraph, such action shall be relieved of all further obligations hereunder as not terminate Tenant’s option to such space;purchase the Premises pursuant to Article 27 hereunder. (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlordis not appropriate for the Building or in keeping with the character of its existing tenancies; (c) the proposed assignee’s or subtenant’s occupancy will cause a density of traffic or make demands on Building services, and provided that if maintenance or facilities unreasonably in excess of those related to Tenant’s occupancy; (d) the Rental rate agreed upon between Tenant and its proposed assignee or subtenant is greater than a tenant of and is vacating premises in the Rental rate that Tenant must pay Building or any other building owned by or through the persons constituting Landlord hereunder, then 100% or, if Landlord is a corporation, any affiliates, subsidiaries or the parent thereof; (e) the rental obligations of such excess Rental shall assignee or subtenant would be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in less than Tenant’s rental obligations hereunder; (f) proposed subleasing is of less than fifty (50%) percent of the same manner that Tenant pays Annual Base Rentalrentable area of the Demised Premises; or (cg) to refuse to Landlord has negotiated with the proposed assignee or subtenant within the period of six months preceding Tenant’s request for consent. 6.02. Any request by Tenant for Landlord’s consent to an assignment of the Lease shall state the proposed assignee’s business address and be accompanied by a copy of the proposed instrument of assignment (wherein the assignee assumes, jointly and severally with Tenant, the performance of Tenant’s obligations hereunder). Any proposed assignee of the Demised Premises must agree to operate the Demised Premises in compliance with Section 7.10 of the Installment Sale Agreement (so long as Landlord remains obligated thereunder). 6.03. Any request by Tenant for Landlord’s consent to a sublease shall state the proposed subtenant’s business address and be accompanied by a copy of the proposed instrument of sublease (wherein Tenant and the proposed subtenant agree that such sublease is subject to the Lease and such subtenant agrees that, if the Lease is terminated because of Tenant’s default, such subtenant shall, at Landlord’s option, attorn to Landlord), together with a verified statement of all consideration, in any form, received or to be received by Tenant for such sublease. Any proposed subtenant of the Demised Premises must agree to operate the Demised Premises in compliance with Section 7.10 of the Installment Sale Agreement (so long as Landlord remains obligated thereunder). 6.04. Landlord’s consent to any assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, sublease hereunder shall not be deemed a consent to any further proposed assignment or sublease, which shall be unreasonable in withholding governed by this Article. 6.05. If required by law, Tenant, at its consent expense, shall notify the appropriate governmental authorities of any proposed assignment or sublease and may arbitrarily withhold obtain all necessary approvals as well as a new certificate of occupancy, if required. 6.06. Tenant shall reimburse Landlord for its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease reasonable expenses; including, without limitation, the provision of the entry of judgment by confession for monetary damages reasonable legal expenses and possession as set forth reasonable brokerage fees, if any, in Section 24.02. No connection with any proposed assignment or subletting by Tenant shall relieve Tenant sublease. 6.07. Landlord hereby consents to the pledge of Tenant’s obligations under this Leaseleasehold interest in the Demised Premises to ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co., or any wholly-owned subsidiary thereof and to any other financial institutions to which Tenant may direct as security for financing to be obtained by Tenant. Any attempted assignment or sublease by In the event Tenant shall default in violation any of the terms and provisions conditions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from give written notice thereof to ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co., or any further obligations hereunderwholly-owned subsidiary thereof (“Tenant’s Mortgagee”) and Tenant’s Mortgagee shall have the right (but not the obligation) to cure such default. Landlord shall not take any action with respect to such default under the Lease, and Tenant agrees including, without limitation, any action in order to look solely to Landlord’s successor in interest terminate, rescind or avoid the Lease for performance a period of ten (10) days after receipt of such obligationswritten notice thereof by Tenant’s Mortgagee with respect to any such default capable of being cured by the payment of money and for a period of thirty (30) days after receipt of such written notice thereof by Tenant’s Mortgagee with respect to any other such default. Landlord further agrees that in the event Tenant’s Mortgagee forecloses on its mortgage with Tenant or in the event Tenant’s Mortgagee comes into possession or acquires Tenant’s leasehold interest in the Demised Premises as a result of the enforcement of foreclosure of its mortgage or note, or as a result of any other means, Landlord shall not unreasonably withhold its consent to an assignment or sublease of the Demised Premises by Tenant’s Mortgagee provided Tenant’s Mortgagee otherwise complies with all terms and conditions of this Article 6, it being understood that under such circumstances the term “Tenant” as used herein shall refer to Tenant’s Mortgagee.

Assignment and Subletting. Section 18.01 If Tenant should desire to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate Except as provided in Section 15(b) hereof, neither this Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise (any of the foregoing being referred to herein as an “Assignment”; and the assignee or other transferee pursuant to the space so affected by Tenant an Assignment being an “Assignee”), without Landlord’s prior written consent, which consent may be granted or withheld in its notice, in which event Tenant, subject Landlord’s sole and absolute discretion. Any attempt to the provisions effect an Assignment of this Lease which expressly survive the termination hereof, in violation of this Article 15 shall be relieved of null and void ab initio. An agreement under which another person or entity becomes responsible for all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant a portion of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 Lease shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of deemed an assignment of this Lease. No Assignment of this Lease and the term and estate hereby granted shall relieve Tenant of its liability under this Lease or of the obligation to obtain Landlord’s prior consent to any further Assignment, and Tenant shall remain fully liable for the payment of rent and for the performance and observance of all other obligations of this Lease on the part of Tenant to be performed or observed. (b) Tenant may, without the consent of Landlord, assign this Lease to (x) any Affiliate of Tenant (provided Tenant shall remain jointly and severally liable for all of Tenant’s obligations hereunder and shall execute such instruments as Landlord or its lenders may reasonably require confirming such liability) or (y) to an entity to which Tenant sells or assigns all or substantially all of its assets or stock or with which it may be consolidated or merged; provided such (i) Affiliate or (ii) purchasing, consolidated or merged entity shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease. Tenant shall, within ten (10) days after execution of such assignment of Lease, deliver to Landlord a duplicate original instrument of assignment, duly executed by Tenant, together with an instrument, duly executed by the assignee, for purposes in which such assignee shall assume observance and performance of, and agree to be personally bound by, all of the terms, covenants and conditions of this AgreementLease on Tenant’s part to be observed and performed. (c) Tenant shall not sublet or permit occupancy of the Premises or any, conditioned on delayed portion thereof to any persons or entities without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. All subleases shall be subject and subordinate to this Lease. No sublease shall be for a term ending later than one day prior to the Expiration Date. If any default by Tenant hereunder shall occur and be continuing, Landlord, thereafter at its option and without waiving any such default, may collect rent from any then existing subtenant of the Premises. Notwithstanding any subletting by Tenant, and notwithstanding the acceptance of rent by Landlord from any subtenant, Tenant shall and will remain fully liable for the payment of the rent, for the performance and observance of all other obligations of this Lease on the part of Tenant to be performed or observed, and for all acts or omissions of any subtenant (or anyone claiming under or through any subtenant) which shall be in violation of any of the terms and conditions of the Lease, each such violation being deemed to have adopted be a violation by Tenant. Tenant represents and warrants to Landlord that, as of the warrants date hereof, other than Tenant, the following entities occupying the following portions of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed Premises are the same. Section 18.02 Landlord may sell, transfer, assign, and convey all only third parties occupying or entitled to occupy any part of the Building Premises: (i) Asahi Shinbum (pursuant to a month to month lease); (ii) New York Times Employees Credit Union; (iii) MARUJUPU, INC.; and (iv) The New York Times Company Foundation, which third parties, as well as any entity with whom Tenant has a business relationship (other than a mere landlord and all of its rights under this Leasetenant relationship), provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and shall have a right to occupy space in the event Landlord assigns its rights under this LeaseBuilding; provided, Landlord however, that Tenant shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest responsible for performance all the acts or omissions of such obligationsparties to the same extent as if such acts or omissions were those of Tenant.

Assignment and Subletting. Section 18.01 If Tenant should desire to may sublet or assign this Lease or sublet its rights hereunder under the Premises (or any part thereof), following conditions: Tenant shall first give Landlord at least 90 days prior written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant desire to assign or sublet such spaceits rights under the Lease. For a period of 90 days after receipt of said notice, subjectLandlord shall have the right to find its own Tenant for the Leased Premises. If Landlord is able to find a Tenant for the Leased Premises then Landlord shall notify Tenant and upon the execution of a Lease between Landlord and a new tenant, the Tenant shall execute a termination agreement for the existing Lease and all rights, obligations and liabilities of the Tenant under the existing Lease shall cease, provided, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything nothing herein contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s any obligations under this LeaseLease during said 90-day period. Any attempted If Landlord is not able to find a new Tenant within the 90-day period, then Tenant shall be free to assign or sublet the premises, provided: A. Tenant shall first obtain the prior written consent of Landlord in each instance, which consent will not be unreasonably withheld; provided, further, that the business of assignee or sublessee shall not be hazardous, illegal, or disruptive and that Tenant shall remain primarily liable for the payment of the rent herein reserved and for the performance of all the other terms of this Lease required to be performed by Tenant irrespective of the subletting or assignment; B. At the time of such assignment or sublease by Tenant in violation of subletting, there shall be no default under the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease; C. A duplicate original of said assignment or sublease, the assigneein recordable form, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees delivered by certified mail to look solely to Landlord’s successor in interest for performance Landlord within thirty (30) days after execution of such obligationssaid assignment or sublease.

Assignment and Subletting. Section 18.01 If Tenant should desire to A. Except as expressly permitted in this lease, TENANT shall not, without the prior written consent of PORT, assign or hypothecate this Lease lease or any interest herein or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval Any of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of foregoing acts without such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event This lease shall Tenant solicit assignees or sub lessees in other Buildings owned not, nor shall any interest herein, be assignable as to the interest of TENANT by Landlord, or at less than a fair market rateoperation of law without the consent of PORT. In the event of an PORT may withhold consent to assignment of this Leaselease for any reason. PORT and TENANT hereby agree that any assignment of this lease shall be subject to an adjustment in the rent, including annual or other rent, to reflect the fair market rate for the Premises at the time of such assignment. PORT and TENANT further agree that if the proposed assignee does not agree to said rental adjustment, PORT may withhold consent for the proposed assignment. B. Notwithstanding the provisions of paragraph 17A, TENANT may assign this lease without PORT's consent to any corporation which controls, is controlled by or is under common control with TENANT, or to any corporation resulting from the merger or consolidation with TENANT, or to any person or entity which acquires all the assets of TENANT as a going concern; provided, that said assignee shall assume, in full, the assigneeobligations of TENANT under this lease. C. TENANT shall have the right, in the regular and ordinary course of its business of maintaining and operating the building and other improvements now or hereafter located on the Premises and without the prior consent of PORT, to sublease or otherwise rent or grant licenses, permits or concessions in, any offices, spaces or related facilities in such buildings and other improvements for purposes a use necessary to TENANT's operation of the Premises as defined in Section 7A herein; provided, that each sublease or other rental, license, permit or concession agreement shall be subject and subordinate to this lease and the rights of PORT hereunder; and, provided further, that the following conditions are met: (1) TENANT shall deliver to PORT, within thirty (30) days of execution of each sublease, license, permit or concession agreement, a copy of such sublease or agreement together with documentation adequately identifying the "subtenant" and the business activity to be conducted on the Premises. (2) Each sublease, license, permit or concession agreement shall contain a clause providing that all rental and other payments due TENANT under the provisions of such sublease, license, permit or concession agreement shall become due and owing directly to PORT upon the filing of any petition in the bankruptcy court seeking the court's jurisdiction over the assets and operations of TENANT regardless of whether such filing is considered voluntary or involuntary. (3) Each sublease, license, permit or concession agreement shall contain an indemnification clause and waiver of claims provision identical to that required under paragraphs of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the samelease. Section 18.02 Landlord may sell(4) Each sublease, transferlicense, assignpermit or concession agreement shall contain a clause naming as "additional insureds" under all liability and other insurance policies CITY, PORT, and convey all officers, employees, agents and representatives of CITY and PORT and acknowledging PORT's right to demand increased coverage to normal amounts consistent with the subtenant's licensee's, permittee's or concessionaire's business activities on the Premises. (5) Each sublease, license, permit or concession agreement shall contain a clause providing that the sublessee, licensee, permittee or concessionaire shall engage in no activity which limits or adversely affects in any part way the property insurance coverage for the Premises. D. If for any reason whatsoever this lease and the leasehold estate of the Building and any and all of its rights TENANT under this Leaselease are terminated, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord such termination shall be released from any further obligations hereunder, and Tenant agrees operate to look solely to Landlord’s successor in interest for performance of such obligationsterminate all then existing subleases entered into by TENANT.

Assignment and Subletting. (a) Except as expressly permitted pursuant to this Article 12, Tenant shall not, without the prior written consent of Landlord, assign or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Except as otherwise expressly set forth in this Article 12, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law without the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed. The transfer, sale or assignment of a controlling interest in Tenant to an unaffiliated entity shall constitute an assignment of this Lease pursuant to this Article 12. (b) 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, or to assign this Lease, and Tenant is not in default hereunder beyond applicable notice and cure periods, Tenant shall provide written notice to Landlord of such intent. Landlord shall have the option, exercisable by notice given to Tenant within twenty (20) days after receipt of Tenant’s notice, of terminating the Lease with respect to the portion thereof which Tenant desires to sublet or to assign without penalty or future cost or liability to Tenant regarding such terminated portion. Tenant, however, shall have the right to rescind its notice of assignment or sublease if Landlord elects to terminate, such rescission notice to be given to Landlord, if at all, within ten (10) days after Tenant’s receipt of Landlord’s termination notice. If Landlord does not exercise such option, Tenant shall be free to sublet or assign such space to the third party designated in such notice subject to the following conditions: (i) Consent of Landlord (which consent shall not be unreasonably withheld, conditioned or delayed by Landlord); (ii) No sublease or assignment shall be valid and no sublessee or assignee shall take possession of the Premises or any portion thereof until an executed counterpart of such document has been delivered to Landlord; (iii) No sublessee or assignee shall have a right further to sublet or assign; and (iv) One-half (1/2) of any sums or other economic consideration, whether direct or indirect, received by Tenant as a result of such subletting or assignment (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements, other than building standard tenant improvements, made to the sublet portion of the Premises by Tenant for subtenant), whether denominated rentals under the sublease or assignment or otherwise, which exceed, in the aggregate after deducting the costs of any leasing commissions and/or improvements charges, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the Premises subject to such sublease or assignment) shall be payable to Landlord as Additional Rent under the terms of this Lease without affecting or reducing any other obligation of Tenant hereunder. For the purposes of this Section 18.01 If 12.01(b)(iv), Landlord shall not claim or be entitled to any portion of the consideration paid to Tenant should desire for a sale of Tenant’s assets or any shares in Tenant. Landlord for itself and its successors and assigns hereby waives and quit claims any claim or interest in any consideration paid to Tenant, or any parent, subsidiary or affiliate of Tenant, for the sale of any shares in or assets of Tenant. (c) 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 Rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or 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 necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignment 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. (d) In the event Tenant shall assign this Lease or sublet the Premises or request the consent of Landlord to any transfer, then Tenant shall reimburse Landlord for all of Landlord’s actual reasonable costs and expenses incurred in connection therewith, up to Two Thousand Five Hundred Dollars ($2,500.00). (e) Tenant, at its sole cost and expense, shall be responsible for payment of any transfer tax, conveyance fee or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have other governmental charge imposed as a period result of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions any assignment of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part portion of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsPremises.

Assignment and Subletting. Section 18.01 If Tenant should desire to may assign this Lease Lease, or sublet sublease all or any portion of the Premises (upon obtaining the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall notify Landlord of any assignment of this Lease prior to the effective date thereof and of any sublease of all or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance of the Premises prior to the commencement date thereof. Landlord In the event of any such assignment, the Assignee shall then have a period of 30 days following receipt of such notice within which to notify Tenant assume in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this LeaseLease that accrue after the effective date of such assignment, and Tenant shall provide Landlord with a copy thereof prior to the effective date of such assignment. Any attempted assignment or sublease by Tenant in violation From and after the date of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an any assignment of this Lease, (i) Landlord shall provide a duplicate copy of any notice of default thereafter given to the assigneetenant, for purposes to the originally named Tenant hereunder in accordance with the provisions of this AgreementLease, be deemed and (ii) Landlord shall permit the originally named Tenant to have adopted cure such default within the warrants of attorney and confession of judgment, applicable time period set forth in Section 24.02 as if this Lease. Notwithstanding the assignee has executed the same. Section 18.02 Landlord may sellassignment of this Lease, transferTenant shall remain fully liable hereunder; provided, assignhowever, and convey all that neither named Tenant or any part successor thereto shall be liable for any change, modification or amendment made to this Lease by any Assignee to the extent by which such change, modification or amendment increases the liability of the Building and any and all of its rights “Tenant” under this Lease, provided but shall remain liable as to all obligations as though such increase had not occurred. If the Lease is assigned to an entity which, on such date, either alone or in combination with one or more guarantors of its obligations hereunder (pursuant to a Guaranty reasonable acceptable to Landlord’s successor ) has a net worth computed in interest assumes Landlord’s obligations hereunderaccordance with generally accepted accounting principles consistently applied, equal to at least $100,000,000, then Tenant and in the event Landlord assigns its rights under this Lease, Landlord successors shall thereafter be released from any further obligations thereafter arising on the part of Tenant to be performed or observed hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If Tenant should desire to assign shall not assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease or sublet sublease (which term shall be deemed to include the Premises (granting of concessions and licenses and the like) all or any part thereofof the Premises or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, or the Premises to be offered or advertised for assignment or subletting, except as hereinafter provided. . Notwithstanding the preceding paragraph, so long as Health Care Ventures LLC is the tenant under this Lease, Tenant may allow the employees or principals of any entity owned in whole or in part by any investment fund managed by Tenant to occupy office space within the Premises and to share the use of the Premises with Tenant for the Permitted Uses without entering into a sublease, so long as such third parties utilize the same common areas within the Premises as Tenant and do not occupy more than two thirds (2/3) of the office space within the Premises in the aggregate. Provided Tenant shall have given Landlord notice of the name of any such entity whose employees or principals shall occupy space in the Premises, Landlord agrees, as an accommodation to Tenant only, to accept payments of Annual Fixed Rent and Additional Rent for Taxes and Operating Costs from such entities that are delivered to Landlord by Tenant concurrently with Tenant’s monthly payments of Annual Fixed Rent and Additional Rent in accordance with this Lease and to credit the same against the amounts thereof due from Tenant under this Lease. In addition, Landlord agrees to provide services and materials for or related to the Premises at the sole request of any such entity (Tenant hereby authorizing Landlord to provide such requested services or materials without notice to Tenant), and Tenant agrees that Tenant shall be liable for the cost of any such services or materials provided by Landlord that Landlord is not obligated by this Lease to provide on a rent inclusion basis as if the same were requested by Tenant. No use or occupancy of the Premises by any third party pursuant to this paragraph, nor the acceptance of rent from any such third party, nor Landlord’s furnishing of any services or materials at the request of any such third party shall vest in any such third party or anyone acting under such third party any rights (including, without limitation, the right to be listed on the Building directory) or interest in this Lease or the Premises. Notwithstanding the foregoing, Tenant may, without the need for Landlord’s consent, but only upon not less than ten (10) days prior notice to Landlord, assign its interest in this Lease (a “Permitted Assignment”) to (i) any entity which shall be a successor to Tenant either by merger or consolidation (a “Merger”) or to a purchaser of all or substantially all of Tenant’s assets in either case provided the successor or purchaser shall have a tangible net worth, after giving effect to the transaction, of not less than the greater of the net worth of Tenant named in Section 1.1 as of the Date of this Lease or the net worth of Tenant named in Section 1.1 immediately prior to such Merger or sale (the “Required Net Worth”) or (ii) any entity. (an “Affiliate”) which is a direct or indirect subsidiary or parent (or a direct or indirect subsidiary of a parent) of the named Tenant set forth in Section 1.1, in either case of (i) or (ii) only so long as (I) the principal purpose of such assignment is not the acquisition of Tenant’s interest in this Lease (except if such assignment is made for a valid intracorporate business purpose to an Affiliate) and is not made to circumvent the provisions of this Section 6.2.1, (II) except if pursuant to a Merger permitted by clause (i) above, Tenant shall, contemporaneously with such assignment, provide Landlord with a fully executed counterpart of any such assignment, which assignment shall comply with the provisions of this Section 6.2.1 and shall include an agreement by the assignee in form reasonably satisfactory to Landlord, to assume all of Tenant’s obligations under this Lease and be bound by all of the terms of this Lease, (III) in the case of an actual or deemed assignment pursuant to clause (i), Tenant shall give Landlord written notice at least 60 provide Landlord, not less than ten (10) days in advance thereofof any such assignment, evidence reasonably satisfactory to Landlord of the Required Net Worth of the successor or purchaser, and (IV) there shall not be a Default of Tenant at the effective date of such assignment. Tenant shall also be permitted, without the need for Landlord’s consent, but only upon not less than ten (10) days prior notice to Landlord, to enter into any sublease (a “Permitted Sublease”) with any Affiliate provided that such sublease shall expire upon any event pursuant to which the sublessee thereunder shall cease to be an Affiliate. Any assignment to an Affiliate shall provide that it may, at Landlord’s election, be terminated and deemed void if during the term of this Lease such assignee or any successor to the interest of Tenant hereunder shall cease to be an Affiliate. In the event that Tenant shall intend to enter into any sublease or assignment, other than a Permitted Sublease or Permitted Assignment, then Tenant shall, not later than sixty (60) days prior to the proposed commencement of such sublease or assignment, give Landlord notice of such intent, identifying the proposed subtenant or assignee, all of the terms and conditions of the proposed sublease or assignment and such other information as the Landlord may reasonably request. Landlord shall then have not unreasonably condition or withhold its consent to a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its noticeproposed assignment or sublease, provided that, in which event Tenantaddition to any other grounds for withholding of consent, subject Landlord may withhold its consent if in Landlord’s good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform its obligations under the provisions proposed assignment or sublease; (ii) the proposed assignee or subtenant is a business competitor of this Lease which expressly survive Landlord or is an affiliate of a business competitor of Landlord; (iii) the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval identity of the proposed assignee or subtenant is, or the intended use of any part of the Premises would be, in Landlord’s determination, inconsistent with first-class office space or Landlord’s commitments to other tenants in the Building; (iv) at the time of the proposed assignment or subleasing Landlord is able to meet the space requirements of Tenant’s proposed assignee or subtenant by leasing available space in the Building to such person or entity and either (a) the proposed assignee or subtenant is a tenant or other occupant of the Building (or is an entity affiliated with any such tenant or occupant), or (b) the proposed assignee or subtenant is an entity, or is affiliated with any entity, which shall have entered into negotiation with Landlord for space in the Building within the preceding six (6) months; (vi) the use of the Premises or the Building by the proposed assignee or subtenant would increase Operating Costs, require any alterations to the Building to cause the Building to comply with applicable laws, or otherwise cause Landlord to incur any additional cost or expense or (vii) any such sublease shall result in the Premises being occupied by more than one party in addition to Tenant at any one time. If any part of the Premises are sublet (or occupied by any party other than Tenant and its employees) after a Default of Tenant Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Annual Fixed Rent and Additional Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Subsection 6.2.1, the acceptance by Landlord of such subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Lease. Any sublease of all or any portion of the Premises shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subject or subordinate, that other than the payment of Annual Fixed Rent and Additional Rent due pursuant to Sections 4.1, 4.2.1 and 4.2.2 or any obligation relating solely to those portions of the Premises which are not part of the subleased premises, the subtenant shall comply with and be bound by all of the obligations of Tenant hereunder, that unless Landlord waives such prohibition, the subtenant may not enter into any sub-sublease, sublease assignment, license or any other agreement granting any right of occupancy of any portion of the subleased premises; and that Landlord shall be an express beneficiary of any such obligations, and that in the event of termination of this Lease or reentry or dispossession of Tenant 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 neither Landlord nor any mortgagee of the Property, as holder of a mortgage or as Landlord under this Lease if such mortgagee succeeds to that position, shall (a) be liable for any act or omission of Tenant under such sublease, (b) be subject to any credit, counterclaim, offset or defense which theretofore accrued to such subtenant against Tenant, or (c) be bound by any previous modification of such sublease unless consented to by Landlord and such mortgagee or by any previous prepayment of more than one (1) month’s rent, (d) be bound by any covenant of Tenant to undertake or complete any construction of the Premises or any portion thereof, (e) be required to account for any security deposit of the subtenant other than any security deposit actually received by Landlord, (f) be bound by any obligation to make any payment to such subtenant or grant any credits unless specifically agreed to by Landlord and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereundersuch mortgagee, then 100% of such excess Rental shall (g) be considered additional Rental owed responsible for any monies owing by Tenant to the credit of subtenant or (h) be required to remove any person occupying the Premises or any part thereof; and such sublease shall provide that the subtenant thereunder shall, at the request of Landlord, and shall be paid by Tenant to Landlord execute a suitable instrument in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing confirmation of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time agreement to time, the Landlord, attorn. The provisions of this paragraph shall not be deemed a waiver of the provisions set forth in the first paragraph of this Subsection 6.2.1. No subletting or assignment shall in any way impair the continuing primary liability of the named Tenant set forth in Section 1.1 and any immediate or remote successor in interest, and no consent to any subletting or assignment in a particular instance shall be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each a waiver of the covenants, obligationsobligation to obtain the Landlord’s written approval in the case of any other subletting or assignment. The joint and several liability of Tenant named herein and any immediate and remote successor in interest of Tenant (by assignment or otherwise), and agreements the due performance of the Tenant obligations of this Lease on Tenant’s part to be performed or observed, shall not in any way be discharged, released or impaired by any (a) agreement which modifies any of the rights or obligations of the parties under this Lease, (b) stipulation which extends the time within which an obligation under this Lease is to be performed, (c) waiver of the performance of an obligation required under this Lease, or (d) failure to enforce any of the obligations set forth in this Lease. No assignment, subletting or occupancy shall affect the Permitted Uses. Any subletting, assignment or other transfer of Tenant’s interest in this Lease in contravention of this Subsection 6.2.1 shall be voidable at Landlord’s option. If the rent and other sums (including, without limitation, all monetary payments plus the provision reasonable value of the entry any services performed or any other thing of judgment value given by confession for monetary damages and possession as set forth any assignee or subtenant in Section 24.02. No consideration of such assignment or subletting by Tenant shall relieve Tenant sublease), either initially or over the term of Tenant’s obligations under this Lease. Any attempted any assignment or sublease (other than a Permitted Assignment of a Permitted Sublease), payable by such assignee or subtenant on account of an assignment or sublease of all or any portion of the Premises exceed the sum of (i) Annual Fixed Rent plus (ii) Additional Rent called for hereunder with respect to the space assigned or sublet plus (iii) the cost of any leasehold improvements to the space to be subleased and any reasonable brokerage commissions, construction costs and attorneys fees incurred by Tenant in violation connection with such sublease or assignment (such costs to be amortized over the term of such sublease or assignment), Tenant shall pay fifty percent (50%) of such excess to Landlord, as Additional Rent, payable monthly at the terms and time for payment of Annual Fixed Rent. Nothing in this paragraph shall be deemed to abrogate the provisions of this Section 18.01 Subsection 6.2.1 and Landlord’s acceptance of any sums pursuant to this paragraph shall not be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than deemed a fair market rate. In the event granting of an consent to any assignment of this Lease, the assignee, for purposes Lease or sublease of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part portion of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsPremises.

Assignment and Subletting. Except as otherwise provided in this Section 18.01 If Tenant should desire 6.8, not to assign assign, mortgage, pledge, hypothecate or otherwise transfer this Lease Lease, or sublet (which term, without limitation, shall include granting of concessions, licensees and the Premises (like) the whole or any part thereof)of the Premises without, in each instance, having first received the consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any assignment or sublease made without such consent shall be void, and in any case where Landlord consents to such assignment or subletting, Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to remain fully and primarily liable for the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord tenant hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision obligation to pay Annual Fixed Rent and Additional Rent as provided under this Lease. In the event that Landlord fails to respond to Tenant's written request for consent to assign or sublet hereunder within twenty (20) days, such request shall be deemed given by Landlord and Tenant may rely thereon. Landlord's prior consent shall not be required for an assignment or sublease to any entity controlling, controlled by, or under common control with Tenant, or, provided the net worth of the entry surviving entity is equal to or greater than the net worth of judgment Tenant on the date of assignment, in connection with any merger, consolidation or reorganization of Tenant, or sale of all or substantially all of the assets thereof. Tenant shall give Landlord prior notice of any proposed sublease or assignment as to which consent is required hereunder, specifying the provisions of the proposed subletting or assignment, including (i) the name and address of the proposed subtenant or assignee, (ii) a copy of the proposed subtenant's or assignee's most recent annual financial statement, and (iii) all of the terms and provisions upon which the proposed subletting or assignment is to be made. Except in the case of a sublease or an assignment pursuant to the second paragraph of this Section 6.8, Tenant shall pay to Landlord as Additional Rent fifty percent (50%) of any amount Tenant received from any subtenant or assignee as rent, additional rent or other form of compensation or reimbursement in excess of the Annual Fixed Rent, Additional Rent and other monies otherwise due to Landlord pursuant to this Lease (allocable in the case of a sublease to that portion of the Premises being subleased), following the recovery by confession Tenant of (a) any reasonable expenses incurred and paid by Tenant in connection with such sublease or assignment such as brokerage commissions, fees for monetary damages legal services, and possession expenses of preparing the Premises for occupancy by such subtenant or assignee, and (b) the unamortized cost of the improvements installed by Tenant in the Premises for its Permitted Uses. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than Tenant, Landlord may, upon the occurrence of an event of default thereunder, collect rent and other charges from the assignee, sublessee or occupant and shall apply the amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the prohibitions contained in this Section 6.8, or the acceptance of the assignee, sublessee or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants herein contained to be performed by Tenant. The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting to the extent required hereunder. No assignment, subletting or use of the Premises by a subsidiary or controlling entity of Tenant or by any other third party shall affect the Permitted Uses as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same1.1 hereof. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If Tenant should desire Notwithstanding anything to the contrary contained herein or in the Lease, Subtenant, for itself, its successors and assigns, expressly covenants that it shall not assign (whether by operation of law or otherwise), pledge or otherwise encumber this Lease Sublease, or sublet the Premises (all or any part thereof)portion of the Subleased Premises, Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its noticewithout obtaining, in each instance, the prior written consent of Landlord and the prior written consent of Sublandlord, which event Tenantconsent Sublandlord agrees shall not be unreasonably withheld if Landlord provides its consent thereto. Except as modified in this Article 17, subject to the provisions of this Lease which expressly survive Article 52A are incorporated herein, with the termination hereofword “Landlord” as used therein, shall be relieved of all further obligations hereunder as being deemed to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to mean both Landlord and Sublandlord. Notwithstanding the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to timeforegoing, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateArticle 52A(xi) are deleted from the incorporation provision. In the event of an assignment of this Leasethat Sublandlord consents to any further subleasing hereunder, the assigneeSubtenant shall, for purposes of this Agreementin consideration therefor, be deemed pay to have adopted the warrants of attorney and confession of judgmentSublandlord, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may selladditional rent, transfer, assign, and convey all or any part fifty percent (50%) of the Building “Net Profits” (as hereinafter defined), which shall be paid to Sublandlord as and when payable by the sub-subtenant to Subtenant. As used herein, “Net Profits” shall mean the difference between (x) and (y), with (x) being any and all rents, additional charges or other consideration payable under such sublease to Subtenant by the sub-subtenant which is in excess of its rights the rent and additional rent accruing under this LeaseSublease during the Term (including, provided Landlordbut not limited to, sums paid for the sale or rental of Subtenant’s successor in interest assumes Landlord’s obligations hereunderfixtures, leasehold improvements, equipment, furniture or other personal property), and in (y) being the event Landlord assigns its rights under this Leasesum of (i) Subtenant’s Costs (as hereinafter defined), Landlord which shall be released from any further obligations hereunderamortized over the term of the sub-sublease, and Tenant agrees (ii) any amounts that Sublandlord would be required to look solely pay to LandlordLandlord pursuant to Paragraph 52(xi) of the Lease. As used herein, “Subtenant’s successor Costs” shall mean the commercially reasonable expenses incurred by Subtenant in effectuating such sub-sublease, including, commercially reasonable construction allowance, brokerage commissions and legal fees. Sublandlord reserves the right to transfer and assign its interest for performance of such obligationsin and to this Sublease to any entity or person who shall succeed to Sublandlord’s interest in and to the Lease.

Assignment and Subletting. Section 18.01 If Tenants shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. As a condition for granting this consent to any assignment transfer, or subletting, Landlord may require that Tenant should desire agrees to pay Landlord, as additional rent, fifty percent (50%) of all rents or additional consideration ("Excess Rent") received by Tenant from its assignees, transferees, or subtenants in excess of the rent payable by Tenant to Landlord hereunder, provided, however, that before sharing such Excess Rent, Tenant shall first be entitled to recover from such Excess Rent the amount of any reasonable leasing commissions paid by Tenant to third parties not affiliated with Tenant. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign this or transfer Tenant's interest in the Lease or sublet the Premises (or any portion thereof for any part thereof), Tenant shall give Landlord written notice at least 60 of the term hereof. Within thirty (30) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of such notice within which to notify Tenant said written notice, Landlord may, in writing that Landlord elects either: (a) its sole discretion, elect to terminate this Lease as to the space so affected portion of the Premises described in Tenant's notice on the date specified in Tenant's notice by giving written notice of such election to terminate. Notwithstanding the above, Landlord shall not have a right to terminate said Lease in the event of a sublease, unless Tenant subleases more than forty percent (40%) of said Leased Premises. If no such notice to terminate is given to Tenant within said thirty (30) days period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord's approval, all in its noticeaccordance with the terms, in which event Tenantcovenants, subject to the provisions and conditions of this paragraph 16. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subjectterminated on the date specified in Tenant's notice. If, however, this Lease shall terminate pursuant to the subsequent written approval foregoing with respect to less than all the Premises, the rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of the proposed assignee or subtenant square feet retained by LandlordTenant, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages as so amended shall continue in full force and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rateeffect. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed Tenant is allowed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all transfer or sublet the Initials:_______ Initials:_______ 12 whole or any part of the Building and any and all Premises, with prior written consent of its rights under Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, provided either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in . As of the event Landlord assigns its rights under date of this Lease, Landlord represents that there are no direct loans outstanding on the Premises leased hereunder. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant's obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be released from void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any further obligations hereunderinterest herein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord may require Tenant to pay all expenses in connection with the assignment, and Landlord may require Tenant's assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant agrees to look solely remain liable to Landlord’s successor in interest for performance of such obligations.Landlord under the Lease. See Para▇▇▇▇▇ ▇▇

Assignment and Subletting. Section 18.01 If Tenant should desire to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s ▇▇▇▇▇▇'s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant ▇▇▇▇▇▇ in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s ▇▇▇▇▇▇▇▇'s successor in interest assumes Landlord’s 's obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant ▇▇▇▇▇▇ agrees to look solely to Landlord’s ▇▇▇▇▇▇▇▇'s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 (a) Except as expressly permitted pursuant to this Article, Tenant shall not assign or hypothecate this Lease or any interest therein or sublet the Premises or any part thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Any of the foregoing acts without Landlord's consent shall be voidable and shall, at the option of Landlord, be an event of default under this Lease. Neither this Lease nor any interest therein shall be assignable as to the interest of Tenant by operation of law, without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, without the consent of Landlord but upon notice to Landlord, a corporate Tenant may assign this Lease to its parent, affiliate or subsidiary, provided the assignee assumes, in full, the obligations of Tenant under this Lease, and provided further that such assignment shall not relieve Tenant of any of its obligations under this Lease. (b) If at any time or from time to time during the term of this Lease, Tenant should desire desires to assign this Lease or sublet all or a portion of the Premises (or any part thereof)Premises, Tenant shall give notify Landlord written notice at least 60 days in advance thereofof such intent. Landlord shall then have a period of 30 the option, exercisable by notice given to Tenant within twenty (20) days following after receipt of Tenant's notice, of reacquiring the Premises or portion thereof proposed to be sublet or assigned and terminating the Lease with respect thereto, effective on a date selected by Landlord which shall be no sooner than sixty (60) days and no later than one hundred twenty (120) days after Landlord's receipt of Tenant's notice. If Landlord does not exercise such notice within which to notify option, Tenant in writing that Landlord elects either: (a) to terminate may assign this Lease as or sublet such space to the space so affected by Tenant in its notice, in which event Tenantany third party, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;following terms and conditions: (b1) Tenant shall obtain the consent of Landlord, which consent shall not be unreasonably withheld; Landlord shall base its decision upon exclusive uses given to permit Tenant to assign or sublet such spaceother Building tenants, subject, however, to the subsequent written approval financial condition and character of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between proposed use of the Premises; (2) Tenant may not sublease the Premises or any portion thereof or assign this Lease to an existing tenant in the Building unless Landlord does not have any comparable vacant space in the Building to lease to the existing tenant; (3) No sublease or assignment shall be valid and its proposed no subtenant is greater than or assignee shall take possession of the Rental rate that Tenant must pay Landlord hereunder, then 100% premises subleased or assigned until a fully executed original of such excess Rental shall be considered additional Rental owed by Tenant sublease or assignment of this Lease has been delivered to Landlord; (4) No subtenant shall have a further right to sublet; (5) No assignee shall have a further right to assign the Lease, and except in accordance with the provisions of this Article 13; and (6) In no event shall Tenant be paid by Tenant entitled to Landlord have more than two (2) subtenants simultaneously in the same manner that Tenant pays Annual Base Rental; orPremises. (c) Tenant shall pay Landlord, as additional rent any sums or other economic consideration received by Tenant as a result of any subletting or assignment (except payments received which are attributable to refuse the amortization of the cost of leasehold improvements made to the Premises by Tenant for the subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions), whether denominated rentals under the sublease or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the Premises subject to a sublease). If such subleasing or assignment has been made without the consent of Landlord as provided herein, Landlord shall be entitled to Tenant’s assignment or subleasing all economic consideration received by Tenant in accordance with the provisions of this subparagraph 13(c), but the receipt of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, monies shall not be deemed to be unreasonable in withholding its consent a waiver of the provisions of this Article 13 with respect to assignment and may arbitrarily withhold its consent until and unless subletting, or the proposed acceptance of such assignee or sub-lessee subtenant as Tenant hereunder. (d) Regardless of Landlord's consent, no subletting or assignment shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve release Tenant of Tenant’s 's obligations or alter the primary liability of Tenant to pay the Base Rent and additional rent and to perform all other obligations to be performed by Tenant under this Lease. Any attempted 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 sublease by Tenant in violation of the terms and provisions of this Section 18.01 subletting shall not be void. In no event shall Tenant solicit assignees deemed consent to any subsequent assignment or sub lessees in other Buildings owned by Landlord, or at less than a fair market ratesubletting. In the event of an assignment default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms of this Lease, Landlord may proceed directly against Tenant without the assignee, for purposes necessity of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the exhausting remedies against such assignee has executed the sameor successor. Section 18.02 Landlord may sell, transfer, assign, and convey all (e) In the event that the Premises or any part thereof have been sublet by Tenant and Tenant is in default under this Lease pursuant to the provisions of Article 24 hereof, then Landlord may collect rent from the subtenant and apply the amount collected to the Base Rent and additional rent herein reserved but no such collection shall be deemed a waiver of the Building and any and all provisions of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in Article 13 with respect to subletting or the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance acceptance of such obligationssubtenant as Tenant hereunder or a release of Tenant under the Lease.

Assignment and Subletting. Section 18.01 If (a) Except as provided in paragraph 12(c) below, Tenant should desire to shall not, without Landlord’s prior written consent, assign this Lease or any interest herein or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space;Premises. (b) to permit If Tenant desires to assign or sublet such space, subject, however, to the subsequent written approval all or any part of the proposed assignee Premises, Landlord shall have the option of reacquiring the Premises which Tenant desires to assign or subtenant sublet. Upon Landlord reacquiring the Premises, this Lease thereon shall terminate as of the time the Premises are leased to a new tenant or the time when the Premises are occupied by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay whichever comes first. If Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant consents to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s an assignment or subleasing of sublease, such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, consent shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of relieve the Tenant in of its obligation to comply with this Lease including, without limitation, the provision payment of all Rent and other amounts due hereunder. (c) As of the entry Commencement Date, Tenant is leasing the Premises in conjunction with ▇▇▇▇▇▇’s objective of judgment by confession promoting economic development, including its participation with Baylor University in a program called Accelerated Ventures (“Accelerated Ventures Program”). In connection with the Accelerated Ventures Program, Tenant will sublease a portion of the Premises to business start-ups for monetary damages general office purposes pursuant to written subleases which shall be submitted to Landlord and possession as set forth in Section 24.02which shall not contain any term or provision that is contrary to this Lease. No assignment Notwithstanding paragraphs 12(a) or subletting by 12(b) (and without Tenant having to comply therewith), Landlord acknowledges that Tenant may sublease the Premises to such business start-ups and consents to such subleases. Notwithstanding any sublease under the Accelerated Ventures Program, Tenant shall relieve remain responsible and liable for compliance with all terms of this Lease. If the rent received from any sublessee exceeds the pro-rata Rent due hereunder based upon the ratio of the square footage of subleased space over the total square footage of the Premises, Tenant shall pay such excess to Landlord within fifteen days of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation receipt of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sameexcess. Section 18.02 (d) Landlord may sell, transfer, shall have the right to transfer and assign, and convey all in whole or in part, any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, Lease and in the event Landlord assigns its rights under this LeasePremises, Landlord the Building and Land and shall be released from any further its obligations hereunderunder this Lease to the extent of such transfer or assignment arising after the date of such transfer or assignment, and Tenant agrees to look solely to provided that the transferee or assignee assumes in writing Landlord’s successor in interest for performance of such obligationsobligations hereunder arising from and after the transfer or assignment date and provided that Landlord promptly delivers a copy thereof to Tenant.

Assignment and Subletting. Section 18.01 If 12.1 Tenant should desire to shall not assign or in any manner transfer all or any part of this Lease or any estate or interest therein, or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period or grant any license, concession or other right of 30 days following receipt occupancy of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval any portion of the proposed assignee or subtenant by Premises (each, a “Transfer”) without the prior written consent of Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunderwhich consent shall not be unreasonably withheld (which, then 100% for avoidance of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlorddoubt, shall not be deemed to be unreasonable in withholding its consent limit Landlord’s ability to consider, among other things, whether and may arbitrarily withhold its consent until and unless to what extent the proposed potential assignee or sub-lessee shall have agreed in writing with can meet the same requirements imposed by Landlord to assume and perform each on Tenant, the financial viability of the covenantspotential assignee, obligations, and agreements the experience of the Tenant assignee in this Lease including, without limitation, carrying out the provision Permitted Use and the potential assignee’s contemplated use of the entry Premises, including without limitation the goods to be manufactured in the Premises). A Change of judgment by confession for monetary damages Control (as defined in Section II.2.2 of the Alliance Agreement) shall constitute a Transfer and possession shall require the prior written consent of Landlord as set forth in the prior sentence. Notwithstanding the foregoing, Tenant may, without Landlord’s consent (i) Transfer the Lease to an Affiliate (as defined in Section 24.02II.2.1 of the Alliance Agreement) and (ii) enter into a sublease and sub-leaseback agreement with the County of Chautauqua Industrial Development Agency as provided in that certain Project Agreement entered into between the County of Chautauqua Industrial Development Agency and Athenex, Inc. dated November 1, 2017. No Any Transfer by any party other than the originally named “Tenant” herein shall likewise require the prior written consent of the Landlord in accordance with the requirements set forth in this Section 12.1. 12.2 Notwithstanding any assignment or subletting by subletting, Tenant shall relieve Tenant at all times remain fully responsible and liable for the payment of Tenant’s the Rent herein specified and for compliance with all of its other obligations under this Lease. Any attempted assignment . 12.3 Tenant shall not mortgage, pledge or sublease by Tenant otherwise encumber its interest in violation this Lease or in the Premises without Landlord’s consent, which consent shall be in the sole and absolute discretion of the terms Landlord. Notwithstanding the foregoing, Tenant may without Landlords’ consent enter into a sublease and provisions sub-leaseback agreement with the County of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 Chautauqua Industrial Development Agency as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this LeaseProject Agreement between County of Chautauqua Industrial Development Agency and Athenex, Landlord shall be released from any further obligations hereunderInc. dated November 1, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations2007.

Assignment and Subletting. Section 18.01 Assignment of this Lease or sublease of all or any part of the Premises shall be permitted, except as provided for in Article 16. a. Tenant shall not, without the prior written consent of Landlord, assign or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Tenant. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. This lease shall not, nor shall any interest of Tenant herein, be assignable by operation of law without the written consent of Landlord. b. If at any time or from time to time during the Term Tenant should desire desires to assign this Lease or sublet the Premises (all or any part thereof)of the Premises, Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to landlord setting forth the space so affected by Tenant in its notice, in which event Tenant, subject to the terms and provisions of this Lease which expressly survive the termination hereofproposed assignment or sublease, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to and the subsequent written approval identity of the proposed assignee or subtenant. Tenant shall promptly supply Landlord with such information concerning the business background and financial condition of such proposed assignee or subtenant as Landlord may reasonably request. Landlord shall have the option, exercisable by notice given to Tenant within twenty (20) days after ▇▇▇▇▇▇'s notice is given, either to sublet such space from Tenant at the rental and on the other terms set forth in this Lease of the term, set forth in Tenant's notice, or, in the case of an assignment, to terminate this Lease, If Landlord does not exercise such option, Tenant may assign the Lease or sublet such space to such proposed assignee or subtenant on the following further conditions: (1) Landlord shall have the right to approve such proposed assignee or subtenant, which approval shall not be unreasonably withheld; (2) The assignment or sublease shall be on the same terms set forth in the notice given to Landlord; (3) No assignment or sublease shall be valid and no assignee or subleasee shall take possession of the Premises until an executed counterpart of such assignment or sublease has been delivered to Landlord; (4) No assignee or subleasee shall have a further right to assign or sublet expect on the terms herein contained; and (5) Any sums or other economic consideration received by Tenant as a result of such assignment or subletting, and provided that if however denominated under the Rental rate agreed upon between assignment or sublease, which exceed, in the aggregate, (I) the total sums which Tenant and its proposed subtenant is greater than the Rental rate that Tenant must obligated to pay Landlord hereunderunder this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased), then 100% of plus (II) any real estate brokerage commissions or fees payable in connection with such excess Rental assignment or subletting, shall be considered paid to landlord as additional Rental owed by rent under this Lease without affecting or reducing any other obligations of Tenant hereunder. c. Notwithstanding the provisions of paragraphs a and b above, Tenant may assign this Lease or sublet the premises, or any portion thereof, without Landlord's consent and without extending any recapture or termination option to Landlord, to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant's business as a going concern, provided that (I) the assignee or subleasee assumes, in full, the obligations of Tenant under this Lease, (II) Tenant remains fully liable under this Lease, and (III) the use of the Premises under Article 0 remains unchanged. d. No subletting or assignment shall release Tenant or Tenant's obligations under this Lease or alter the primary liability of the Tenant to pay the Rent and to perform all other obligations to be paid performed by Tenant to hereunder. The acceptance of Rent by Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, any other person shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with a waiver by Landlord of any provision hereof. Consent to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No one assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted not be deemed consent to any subsequent assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market ratesubletting. In the event of default by an assignment assignee or subtenant of this LeaseTenant or any successor of ▇▇▇▇▇▇ in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 subtenant or successor. Landlord may sellconsent to subsequent assignments of the Lease or sublettings or amendments or modifications to the Lease with assignees of Tenant, transferwithout notifying Tenant, assignor any successor of Tenant, and convey all without obtaining its or any part of the Building their consent thereto and any and all such actions shall not relieve Tenant of its rights liability under this Lease. e. If Tenant assigns the Lease or sublets the Premises or requests the consent of Landlord to any assignment or subletting or it Tenant requests the consent of Landlord for any act that Tenant proposes to do, provided Landlord’s successor then Tenant shall, upon demand, pay Landlord an administrative fee of One Hundred Fifty and No/100ths ($150.00) plus any attorneys fees reasonably incurred by Landlord in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of connection with such obligationsact or request.

Assignment and Subletting. Section 18.01 If 9.1 Tenant should desire shall have the right to assign or pledge this Lease or to sublet all or any portion of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant without the prior consent of Landlord. Tenant shall provide Landlord written notice of any assignment or subletting within thirty (or 30) days following the effective date thereof. Within thirty (30) days following the effective date of any part thereofsublease (other than the Permitted Sublease (as hereinafter defined)), Tenant shall give execute and deliver and cause any subtenant to execute and deliver to Landlord written notice an acknowledgement agreement in the form attached hereto as Exhibit E or other similar, commercially reasonable form acceptable to Landlord in its reasonable discretion. 9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at least 60 days all times remain directly, primarily and fully responsible and liable for the payment of the rent specified in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to and for compliance with all of its other obligations under the space so affected by Tenant in its noticeterms, 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 which event Tenant, subject addition to the provisions of any other remedies provided in this Lease which expressly survive the termination hereofor provided by law, shall be relieved of all further obligations hereunder as to may, at its option, collect directly from such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlordall 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 provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of no such excess Rental collection shall be considered additional Rental owed by construed to constitute a novation or release of Tenant to Landlord, and shall be paid by Tenant to Landlord in from the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant further performance of Tenant’s obligations under this Lease. 9.3 Concurrent with the execution and delivery of this Lease, Tenant shall sublet Buildings 12, 14, 15 and 16 of the Premises to Oracle America Inc., a Delaware corporation (“Subtenant”), pursuant to the terms of that certain Sublease Agreement dated on or about the date hereof (the “Permitted Sublease”). Any attempted assignment or sublease by Landlord acknowledges and agrees that Landlord has received a copy of the Permitted Sublease and reviewed the same. Landlord agrees that so long as Subtenant performs the obligations, covenants and agreements of Subtenant as set forth in the Permitted Sublease, Tenant shall not be deemed to be in violation default of the terms and provisions of conditions set forth in this Section 18.01 Lease even in those instances where the terms and conditions set forth in the Sublease and this Lease may conflict; provided however, that the foregoing shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, not be deemed to have adopted the warrants of attorney and confession of judgment, set forth modify in Section 24.02 as if the assignee has executed the same. Section 18.02 any way Tenant’s obligation to pay any rent or other charges payable under this Lease or require Landlord may sell, transfer, assign, and convey all or to perform any part of the Building and any and all obligations of its rights Tenant as sublandlord under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsPermitted Sublease.

Assignment and Subletting. Section 18.01 If 9.1 Tenant should desire shall not have the right to assign or pledge this Lease or to sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all whole or any part of the Building Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, and shall not make, suffer or permit such assignment, subleasing or occupancy, without the prior written consent of Landlord, and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Premises. In the event Tenant desires to sublet, or permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord at least ninety (90) days but no more than one hundred eighty (180) 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. 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 rights 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, provided 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 successor 's right to approve of any subtenant or assignee, Landlord shall have the option, in interest assumes Landlord’s obligations hereunderits sole discretion, and in the event Landlord assigns its rights under of any proposed subletting or assignment, to terminate this Lease, Landlord 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 released exercised, if at all, by Landlord giving Tenant written notice given by Landlord to Tenant within sixty (60) 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 Section, 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. 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 further obligations hereunderoutstanding commission obligation on the part of Landlord with respect to this Lease, andy 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 9.3 and rented by Landlord to the proposed tenant or any other tenant. 9.4 In the event that Tenant agrees sells, sublets, assigns or transfers this Lease, Tenant shall pay to look solely Landlord as additional rent an amount equal to Landlord’s successor one hundred percent (100%) of any Increased Rent (as defined below) when and as such Increased Rent is received by Tenant. As used in interest for performance this Section, "Increased Rent" shall mean the excess of (i) all rent and other consideration which Tenant is entitled to receive by reason of any sale, sublease, assignment or other transfer of the Lease, over (ii) the rent otherwise payable by Tenant under this Lease at such obligationstime. 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.

Assignment and Subletting. Section 18.01 If A. Provided that this Lease shall be in good standing and that Tenant should shall not be in default of any of its obligations hereunder, Tenant may, without Landlord's consent, hereafter assign this Lease or sublet the Premises to any subsidiary or parent corporation of the Tenant or to any corporation into or with which the Tenant or its parent or subsidiary corporation shall be duly merged, converted or consolidated under any statutory proceeding, provided that the total assets and net worth of such assignee, after such consolidation or merger, shall be equal to or more than that of Tenant immediately prior to such consolidation or merger, and provided further that such successor shall execute an instrument in writing reasonably satisfactory to Landlord's counsel fully assuming all of the obligations and liabilities imposed upon Tenant hereunder and shall deliver the same to Landlord. No such assignment or subletting shall operate to relieve Tenant from any liability hereunder. B. Unless Landlord shall have given its prior written consent thereto, which consent Landlord agrees it shall not unreasonably withhold or delay, subject to the consent of its mortgagee(s), and except as provided in Article 12(A), Tenant may not assign, mortgage, pledge, encumber or otherwise transfer this Lease or sublet the Premises. In the event that this Lease shall 13 15 be assigned or the Premises sublet, then and in that event and in addition to any other remedies for breach available to Landlord, all of the net proceeds, avails and profits of any such assignment or subletting shall be paid to and shall constitute the sole and exclusive property of the Landlord herein. C. Should Tenant at any time during the term hereof desire to assign this Lease or sublet the Premises (or any part thereof)to a party other than a party under Section A. of this Article 12, Tenant shall give furnish Landlord with thirty (30) days or more advance written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt (prior to the date of such notice within which to notify Tenant in writing that Landlord elects either: (aproposed assignment) to terminate this Lease as to specifying therein the space so affected by Tenant in its noticedate of such proposed assignment or subletting, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval name and address of the proposed assignee or subtenant subtenant, and if a corporation or partnership, its principals and the nature of the business proposed to be conducted in the Premises by said assignee or subtenant. If Tenant assigns this Lease or sublets the Premises without previously obtaining Landlord's consent as aforesaid, Landlord, by giving notice to the Tenant within thirty (30) days after receipt of notice thereof, shall have the option to cancel and provided that if terminate this Lease effective as of the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% date of such excess Rental assignment or subletting or as of the last day of the thirty (30) day notice period mentioned in this sentence, whichever date shall be considered additional Rental owed later. Landlord's failure to exercise its option as contemplated by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, this section C. shall not be deemed to constitute Landlord's consent to Tenant's proposed assignment of this Lease of the Premises or any part thereof. Landlord shall not in any event whatsoever be unreasonable deemed to be obligated to consent to any proposed assignment of this Lease or subletting of the Premises. D. Without limiting any of the provisions hereof, if pursuant to the Federal Bankruptcy Code (or any similar law hereafter enacted having the same general purpose), Tenant is permitted to assign this Lease or sublet the Premises notwithstanding the restrictions contained in withholding its consent and may arbitrarily withhold its consent until and unless the proposed this Lease, adequate assurance of future performance by an assignee or sub-lessee subtenant expressly permitted under such Code shall have agreed be deemed to mean the deposit of cash security in writing with Landlord an amount equal to assume and perform each the sum of one year's fixed rent plus an amount equal to the covenants, obligations, and agreements of additional rent for the Tenant lease year preceding the year in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No which such assignment or subletting is intended to become effective, which deposit shall be held by Tenant shall relieve Tenant Landlord for the balance of the term, without interest, as security for the full performance of all of Tenant’s 's obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If Tenant should desire to may sublet or assign this Lease or sublet its rights hereunder with the Premises (or written permission of any part thereof), mortgage holder and under the following conditions: Tenant shall first give Landlord at least ninety (90) days prior written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant desire to assign or sublet such spaceits rights under the Lease. For a period of ninety (90) days after receipt of said notice, subjectLandlord shall have the right to find its own Tenant for the Leased Premises. If Landlord is able to find a Tenant for the Leased Premises then Landlord shall notify Tenant and upon the execution of a Lease between Landlord and a new Tenant, the Tenant shall execute a termination agreement for the existing Lease and all rights, obligations and liabilities of the Tenant under the existing Lease shall cease, provided, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything nothing herein contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s any obligations under this LeaseLease during said 90-day period. Any attempted If Landlord is not able to find a new Tenant within the 90-day period, then Tenant shall be free to assign or sublet the premises, provided: A. Tenant shall first obtain the prior written consent of Landlord in each instance, which consent will not be unreasonably withheld; provided, further, that the business of assignee or sublessee shall not be hazardous, illegal, or disruptive and that Tenant shall remain primarily liable for the payment of the rent herein reserved and for the performance of all the other terms of this Lease required to be performed by Tenant irrespective of the subletting or assignment; B. At the time of such assignment or sublease by Tenant in violation of subletting, there shall be no default under the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease; C. A duplicate original of said assignment or sublease, the assigneein recordable form, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees delivered by certified mail to look solely to Landlord’s successor in interest for performance Landlord within thirty (30) days after execution of such obligationssaid assignment or sublease.

Assignment and Subletting. Section 18.01 If (a) In the event Tenant should desire desires to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereofof such desire. Landlord shall then have a period of 30 thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: any of the following options (awhich options shall be within the sole and absolute discretion of Landlord): (i) to terminate this Lease as to the space so affected by Tenant in its noticethe proposed assignment or sublease as of the date specified by Tenant, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall Tenant will be relieved of all further obligations hereunder after such date as to such space; ; or (bii) to permit Tenant to assign or sublet such space, space subject, however, to the subsequent written approval of the proposed assignee or subtenant sublessee by Landlord, and provided which approval shall not be unreasonably withheld or delayed; provided, however, that if the Rental rental rate agreed upon between Tenant and its proposed subtenant sublessee is greater than the Rental rental rate that Tenant must pay Landlord hereunderpayable under this Lease, then 100% one-half (1/2) of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, rental (and each installment thereof) shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; oras Additional Rent hereunder within five (5) days of Tenant's receipt thereof. (cb) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each In respect of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No foregoing: (i) no assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations any obligation under this Lease. Any ; (ii) any attempted assignment or sublease by Tenant in violation of the terms and conditions of this Section 17 shall be void; and (iii) the provisions of this Section 18.01 17 shall be void. In no event shall Tenant solicit assignees apply fully to any subsequent assignment or sub lessees in other Buildings owned subletting by Landlord, an assignee or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for sublessee. (c) For purposes of this Agreement, Section 17 any transfer or change in control of Tenant (or any sublessee or assignee) by operation of law or otherwise shall be deemed an assignment hereunder, including, without limitation, any merger, consolidation, dissolution or any change in the controlling equity interests of Tenant or any subtenant or assignee (in a single transaction or a series of related transactions); provided, however, that Landlord shall neither terminate this Lease nor deny approval to have adopted an assignment arising from (i) an issuance of stock in a public offering or (ii) the warrants sale of attorney a controlling equity interest of Tenant where the purchaser is publicly or privately held and confession the net worth of judgment, set forth in Section 24.02 as if the assignee has executed resulting entity shall be greater than the samenet worth of the Tenant immediately prior to the transaction. Section 18.02 Landlord (d) Upon prior written notice to Landlord, Tenant may sell, transfer, assign, and convey assign this Lease to an affiliate of Tenant provided that following such assignment Tenant shall continue to be responsible for all or any part of the Building and any and all obligations of its rights Tenant under this Lease, provided Landlord’s successor further that the assignee shall execute an agreement in interest assumes Landlord’s obligations form and substance reasonably satisfactory to Landlord confirming the assumption of the Lease by the assignee and the continued responsibility of the Tenant hereunder, and in the event Landlord assigns its rights under . For purposes of this Lease, Landlord shall be released from any further obligations hereunderand "affiliate" is an entity that controls, and Tenant agrees to look solely to Landlord’s successor in interest for performance is controlled by or is under common control of such obligationsTenant.

Assignment and Subletting. Section 18.01 If Tenant should desire to assign shall not, directly or indirectly, assign, sublease, transfer or encumber any interest in this Lease or sublet allow any third party to use any portion of the Premises (collectively or any part thereof)individually, a "Transfer") without the prior written consent of Landlord, which consent shall not be unreasonably withheld if Landlord does not exercise its recapture rights. Any attempted Transfer in violation of this Article shall be a Default by Tenant shall give and shall, at Landlord's option, be void. Within 15 business days after receipt of executed copies of the transfer documentation and such other information as Landlord written notice at least 60 days in advance thereof. may request, Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: : (a) to terminate this Lease as consent to the space so affected Transfer by Tenant execution of a consent agreement in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; a form reasonably designated by Landlord; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment the Transfer; or subleasing (c) recapture the portion of such spacethe Premises that Tenant is proposing to Transfer. If Landlord exercises its right to recapture, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may Lease shall automatically be amended from time to time, delete the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless applicable portion of the Premises effective on the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each effective date of the covenantsTransfer. Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, obligationsor any similar or successor Laws, now or hereinafter in effect, and agreements of the Tenant in this Lease all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the provision extent permitted under all applicable Laws, on behalf of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be voidproposed transferee. In no event shall any Transfer release or relieve Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or from any part of the Building and any and all of its rights obligation under this Lease. Tenant shall pay Landlord a review fee of $1,500.00 for Landlord's review of any requested Transfer. Tenant shall pay Landlord, provided as Additional Rent, 50% of all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer. If Tenant is in Default, Landlord may require that all sublease payments be made directly to Landlord’s successor , in interest assumes Landlord’s obligations hereunder, and which case Tenant shall receive a credit against Rent in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to amount of Tenant's share of payments received by Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 Not without the prior written consent of Landlord to assign, mortgage, pledge, encumber, sell or transfer this Lease, in whole or in part, 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; as additional rent, to reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting; no assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee); no consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance. ▇▇▇▇▇▇▇▇’s consent to any proposed assignment or 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. In the event that any assignee or subtenant pays to Tenant any amounts in excess of the Annual Rent and additional rent then payable hereunder, or pro rata portion thereof on a square footage basis for any portion of the Premises, Tenant shall promptly pay fifty percent (50%) of said excess to Landlord as and when received by ▇▇▇▇▇▇. If Tenant should desire requests ▇▇▇▇▇▇▇▇’s consent to assign this Lease or sublet more than fifty (50%) of the Premises (or any part thereof)Premises, Tenant Landlord shall give Landlord have the option, exercisable by written notice at least 60 to Tenant given within ten (10) days in advance thereof. Landlord shall then have a period of 30 days following after receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) request, to terminate this Lease as of a date specified in such notice which shall be not less than thirty (30) or more than sixty (60) days after the date of such notice. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to a proposed assignment or sublease to the specific assignee or subtenant set forth in Tenant’s notice to Landlord requesting approval to such proposed assignment or sublease (“Tenant’s Sublease Notice”), provided that (i) Tenant and the assignee or subtenant set forth in Tenant’s Sublease Notice have executed an assignment or sublease including terms which do not differ materially from those set forth in Tenant’s Sublease Notice within three (3) months of the date of such Notice, (ii) the terms and provisions of such assignment or subletting shall specifically make applicable to the assignee or sublessee all of the provisions of this Section 6.1.6 so that Landlord shall have against the assignee or sublessee all rights with respect to any further assignment and subletting which are set forth herein; (iii) the character of the proposed assignee or subtenant is consistent with the character of the Building as a first-class office building; (iv) the credit of the proposed assignee or subtenant shall be as good as or better than the credit of the Tenant as of the execution of this Lease as reasonably demonstrated by financial information supplied to Landlord with ▇▇▇▇▇▇’s Sublease Notice; (v) Landlord shall not have been negotiating with the proposed assignee or subtenant, or any affiliate thereof, for space so affected in the Building within the previous three (3) months; (vi) no assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment shall be joint and several with the assignee); (vii) no consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance; (viii) no consent shall be deemed unreasonably withheld by Landlord to the extent the granting of consent might cause Landlord to be in default under any mortgage; and (ix) no assignment shall be binding upon Landlord or any of Landlord’s mortgagees, unless Tenant shall deliver to Landlord an instrument in recordable form which contains a covenant of assumption by the assignee running to Landlord and all persons claiming by, through or under Landlord (an “Assumption Agreement”), but the failure or refusal of the assignee to execute an Assumption Agreement shall not release or discharge the assignee from its noticeliability as tenant hereunder. In the event Tenant and the proposed assignee or sublessee have failed to execute an assignment or sublease within three (3) months of the date of Tenant’s Sublease Notice, in which event Tenant, ▇▇▇▇▇▇’s right to assign or sublease shall again be subject to the provisions of this Section 6.1.6. Notwithstanding the foregoing, Tenant may assign this Lease to an entity owned or controlled by, under common ownership or control with or owning or controlling Tenant (in each case, an “Affiliate”), without ▇▇▇▇▇▇▇▇’s consent, but upon thirty (30) days prior notice, accompanied by information which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of reasonably demonstrates that the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such spacean Affiliate, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time assignee provides an Assumption Agreement to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each . The liability of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building tenant and any assignee to Landlord hereunder shall following assignment be joint and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligationsseveral.

Assignment and Subletting. A. Except in connection with a Permitted Transfer (defined in Section 18.01 XII.E. below). Tenant shall not assign sublease, transfer or encumber any interest in this Lease or allow any third part, to use any portion of the Premises (collectively or individually, a "Transfer") without the prior written consent of Landlord, which consent shall not be unreasonably withheld if Landlord does not elect to exercise its termination rights under Section XII.B below. Without limitation, it is agreed that Landlord's consent shall not be considered unreasonably withheld if: (1) the proposed transferee's financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations, provided, with respect to a subtenant Landlord shall apply a standard of whether the proposed subtenant is financially able to meet its sublease obligations, including its obligation to pay rent under the sublease, as they become due; (2) the proposed transferee's business is not suitable for the Building considering the business of the other tenants and the Building's prestige, or would result in a violation of another tenants rights (3) the proposed transferee is a governmental agency or occupant of the Building or Property, provided that Landlord will not withhold its consent solely because the transferee is a government agency if the Transfer would not impose any additional obligations on Landlord or result in an excessive amount of foot traffic to and from the Premises or an excessive amount of people per square foot within the Premises; (4) Tenant is in default after the expiration of the notice and cure periods in this Lease; or (5) any portion of the Building of Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer. Tenant shall not be entitled to receive any consequential, special or indirect damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer. Instead, any such claim of Tenant shall be limited to the foreseeable, direct and actual damages incurred by Tenant. Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any similar or successor Laws, now or hereinafter in effect, and all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable Laws, on behalf of the proposed transferee. Any attempted Transfer in violation of this Article shall, at Landlord's option, be void. Consent by Landlord to one or more Transfer(s) shall not operate as a waiver of Landlord's rights to approve any subsequent Transfers. In no event shall any Transfer or Permitted Transfer release or relieve Tenant from any obligation under this Lease. B. As part of its request for Landlord's consent to a Transfer, Tenant shall provide Landlord with financial statements for the proposed transferee, a complete copy of the proposed assignment sublease and other contractual documents and such other information as Landlord may reasonably request. Landlord shall by, written notice to Tenant within 20 days (10 days with respect to a sublease of any portion of the Sublease Space which is entered into prior to the first anniversary of the Commencement Date) of its receipt of the required information and documentation, either: (1) consent to the Transfer by the execution of a consent agreement in a form reasonably designated by Landlord or reasonably refuse to consent to the Transfer in writing setting forth the reason(s) Landlord is refusing to consent; or (2) exercise its right to terminate this Lease with respect to the entire Premises, if Tenant is proposing to assign the Lease, or with respect to the portion of the Premises that Tenant is proposing to sublet if the proposed sublease (if approved) would result in 25% or more of the Tenant's Premises being subject to sublease. Notwithstanding the above, Landlord will not withhold its consent solely because the proposed subtenant or assignee is an occupant of the Building if Landlord does not have space available for lease in the Building that is comparable to the space Tenant desires to sublet or assign. Landlord shall be deemed to have comparable space if it has, or will have, space available on any floor of the Building that is approximately the same size as the space Tenant desires to sublet or assign within 6 months of the proposed commencement of the proposed sublease or assignment. Notwithstanding the above, Tenant, within 5 days after receipt of Landlord's notice of intent to terminate, may withdraw its request for consent to the Transfer. In that event Landlord's election to terminate the Lease shall be null and void and of no force and effect. Any such termination shall be effective on the proposed effective date of the Transfer for which Tenant requested consent. Tenant shall pay Landlord's review fee of $750.00 for Landlord's review of any Permitted Transfer of requested Transfer, provided if Landlord's actual reasonable costs and expenses (including reasonable attorney's fees) exceed $750.00, Tenant shall reimburse Landlord for its actual reasonable costs and expenses in lieu of a fixed review fee. Notwithstanding the foregoing, Tenant shall not be required to pay a review fee with respect to the review of a sublease for any portion of the Sublease Space which is entered into prior to the first anniversary of the Commencement Date. If Landlord fails to respond to any request for consent within the 20 day period (or 10 day period with respect to a sublease for any portion of the Sublease Space which is entered into prior to the first anniversary of the Commencement Date) set forth above, Tenant shall have the right to provide Landlord with a second request for consent. Tenant's second request for consent must specifically state that Landlord's failure to respond within a period of 10 days shall be deemed to be an approval by Landlord. If Landlord's failure to respond continues for 10 days after its receipt of the second request for consent, the Transfer for which Tenant has requested consent shall be deemed to have been approved by Landlord. C. 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 Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer. Tenant shall pay Landlord for Landlord's share of any excess within 30 days after Tenant's receipt of such excess consideration. Tenant may deduct from the excess all reasonable and customary expenses directly incurred by Tenant attributable to the Transfer (other than Landlord's review fee), including brokerage fees, legal fees, marketing costs and construction costs. If Tenant should desire is in Monetary Default (defined in Section XIX.A. below), Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of any payments received (less Landlord's share of any excess). D. Except as provided below with respect to a Permitted Transfer, if Tenant is a corporation, limited liability company, partnership, or similar entity, and ownership of an entity which owns or controls a majority of the voting shares/rights of Tenant at any time changes by more than 51% for any reason (including but not limited to a merger, consolidation or reorganization), such change of ownership or control shall constitute a Transfer. The foregoing shall not apply so long as Tenant is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of its voting stock is owned by another entity, the voting stock of which is so listed. E. So long as Tenant is not entering into the Permitted Transfer for the purpose of avoiding or otherwise circumventing the remaining terms of this Article XII, Tenant may assign its entire interest under this Lease or sublet all or a part of the Premises, without the consent of Landlord, to (i) an affiliate, subsidiary, or parent of Tenant, or a corporation, partnership or other legal entity wholly owned by Tenant (collectively, an "Affiliated Party"), (ii) a successor to Tenant by purchase, merger, consolidation or reorganization, or (iii) ▇▇▇▇▇ ▇. ▇▇▇▇▇, individually, or an entity owned or substantially owned by ▇▇▇▇▇ ▇. ▇▇▇▇▇ (collectively, a "Teece Party") (each such Transfer a "Permitted Transfer") provided that all of the following conditions are satisfied: (1) Tenant is not in default under this Lease; (2) the Permitted Use does not allow the Premises to be used for retail purposes; (or any part thereof), 3) Tenant shall give Landlord written notice at least 60 30 days in advance thereof. Landlord shall then prior to the effective date of the proposed Permitted Transfer; (4) with respect to a proposed Permitted Transfer to an Affiliated Party or a Teece Party, Tenant continues to have a period of 30 days following receipt of such notice within net worth reasonably satisfactory to Landlord; and (5) with respect to a purchase, merger, consolidation or reorganization or any Permitted Transfer which results in Tenant ceasing to notify Tenant in writing that Landlord elects either: exist as a separate legal entity, (a) to terminate this Lease as Tenant's successor shall own all or substantially all of the assets of Tenant, and (b) Tenant's successor shall have a net worth which is at least equal to the space so affected by Tenant in its notice, in which event greater of Tenant, subject to 's net worth at the provisions date of this Lease which expressly survive or Tenant's net worth as of the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, day prior to the subsequent written approval proposed purchase, merger, consolidation or reorganization. Tenant's notice to Landlord shall include information and documentation showing that each of the proposed assignee or subtenant above conditions has been satisfied. If requested by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunderTenant's successor shall sign a commercially reasonable form of assumption agreement. As used herein, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (cA) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations."

Assignment and Subletting. (a) Except with respect to permitted transfers pursuant to the terms of Section 18.01 If Tenant should desire to 10.02 of the Lease which is incorporated herein by reference, Subtenant shall not, whether voluntarily, involuntarily or by operation of law or otherwise (i) assign or otherwise transfer this Lease or any interest or estate herein, (ii) sublet the Premises (Subpremises or any part thereof)thereof or allow the Subpremises or any part thereof to be used or occupied by others in violation of Article 10 or the other applicable provisions of the Lease or in violation of any of the superior leases or mortgages or other matters to which the Lease is subordinate, Tenant shall give or (iii) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Subpremises or any part thereof in any manner, except in each instance, upon the prior written consent of both Landlord written notice at least 60 days (including any consent of any mortgagee or other third party required under the Lease) and Tenant, which consents may be withheld in advance thereof. Landlord shall then have a period the manner set forth in the Lease, including subject to Landlord’s recapture rights provided in Section 10.03 of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either:the Lease as incorporated herein by reference. (ab) Subtenant shall remain primarily and directly liable for the complete performance of, and compliance with, all of the Sublease Obligations (as defined in this Paragraph 11(b)) to terminate be complied with and performed by Subtenant, notwithstanding any such assignment, sub-subletting, use or occupancy. An assignment of this Lease as Sublease shall not be effective unless and until the assignee shall execute and deliver to Tenant an agreement in form reasonably satisfactory to Tenant whereby the space so affected assignee shall assume all of the terms and conditions of this Sublease (collectively, the “Sublease Obligations”) to be performed and complied with by Tenant in its noticeSubtenant and, in which event Tenantnotwithstanding such assignment, subject to the provisions of this Lease which expressly survive the termination hereof, Paragraph 11 shall continue to be binding in respect of all future assignments or sub-subleases. No sub-sublease shall be relieved effective unless and until Subtenant and the proposed sub-subtenant shall execute and deliver to Tenant a copy of a sub-sublease in form acceptable to Tenant. Each sub-sublease shall expressly state that it is subject and subordinate to all of the provisions of this Sublease and the Lease, including without limitation, the provisions of this Paragraph 11 in respect of any future assignment of such sub-sublease or any further sub- subletting of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval any portion of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; orsub-sublet premises. (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, Subtenant shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or subreimburse Tenant for all reasonable out-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease of-pocket expenses (including, without limitation, the provision of the entry of judgment by confession for monetary damages reasonable attorneys’ fees and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease disbursements) incurred by Tenant in violation reviewing any request by Subtenant or any permitted sub-subtenant or assignee for consent to a sub- sublease or assignment within fifteen (15) days after the giving of Notice of same, including without limitation payments, if any, required to be paid to Landlord pursuant to the terms of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If Tenant should desire (a) Except as provided below, Sublessee's right to assign this Sublease or sublease the Subleased Premises shall be governed by SECTION 14 of the Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereofas incorporated herein pursuant to SECTION 7 hereof. Landlord shall then have a period of 30 days following receipt of The exceptions to such notice within which to notify Tenant in writing that Landlord elects eithergovernance are as follows: (ai) Sublessor shall not exercise its termination rights under Section 14C of the Lease (Recapture) as a result of a proposed Transfer by Sublessee with respect to terminate all or a portion of the Subleased Premises unless Landlord exercises its termination rights under such Section. In the event Landlord and/or Sublessor exercise(s) the termination rights under such Section, Sublessor shall pay to Sublessee one-half of any Landlord's Termination Payment received by Sublessor with respect to such proposed Transfer. (ii) The percentage "twenty-five percent (25%)" set forth in Section 14F of the Lease (Permitted Transfers) is hereby changed to "fifty-one percent (51.%)." (iii) Sublessee shall not have the right to assign this Lease as Sublease pursuant to such Section 14F to any purchaser of all or substantially all of the assets or a controlling interest in Sublessee without the consent of Sublessor unless Sublessee demonstrates to the space so affected reasonable satisfaction of Sublessor that such purchaser has the financial capability to make the Fixed Rent and additional rent payments under this Sublease when they become due and to perform Sublessee's other obligations under this Sublease. (iv) Any Transfer Profit realized by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, Sublessee shall be relieved divided equally by Sublessor and Sublessee after first deducting therefrom any payments to be made by Sublessor to Landlord pursuant to Section 14D. of all further obligations hereunder as to such space;the Lease. (b) to permit Tenant to assign or sublet such space, subject, however, to Sublessee hereby acknowledges that any Transfer by Sublessee also requires the subsequent written approval consent of the proposed assignee or subtenant by Landlord, Landlord and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant also subject to Landlord, and shall be paid by Tenant 's other rights with respect to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession any Transfer as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation SECTION 14 of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If In the event Tenant should desire to assign this the Lease or sublet the Premises (or any part thereof)Premises, Tenant shall give Landlord written notice of such desire at least 60 ninety (90) days in advance thereofof the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of 30 thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: either (ai) to terminate this the Lease as to of the space date so affected specified by Tenant in its noticeTenant, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall Tenant will be relieved of all further obligations hereunder as to such space; hereunder, or (bii) to permit Tenant to assign or sublet such space, subject, however, subject to the subsequent prior written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereundersuch consent not to be unreasonably withheld or delayed, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, so long as the same may be amended from time to time, use of the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless Premises by the proposed assignee or sub-lessee would be a permitted use and the proposed assignee is of sound financial condition as determined in Landlord's reasonable discretion. If Landlord should fail to notify Tenant in writing of such election within said thirty (30) day period, Landlord shall have agreed in writing with deemed to have waived option (i) above, but written approval by Landlord of the proposed assignee shall still be required. Failure by Landlord to assume and perform each approve a proposed assignee shall not cause a termination of the covenants, obligations, Lease. Any rents or other consideration realized by Tenant under any such sublease and agreements assignment in excess of the Rents hereunder, after amortization of the reasonable costs of extra tenant improvements for which Tenant in this Lease includinghas paid and reasonable subletting and assignment costs, shall be divided and paid fifty (50%) percent to Landlord and fifty (50%) percent to Tenant. Notwithstanding the above, Tenant shall have the right to sublease or assign all or any portion of the Premises during the Term or any Option period to any related entity, subsidiary, or affiliate of Tenant, having at least fifty-one (51%) percent direct common ownership, without limitationhaving to receive Landlord's consent, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02but still requiring written notice to Landlord on or before such sublease or assignment. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations any obligation under this the Lease. Any attempted assignment or sublease by Tenant in violation of subletting which conflicts with the terms and provisions of this Section 18.01 hereof shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.

Assignment and Subletting. Section 18.01 If A. Tenant should desire agrees not to assign assign, sublet, license, or encumber this Lease or sublet Agreement, the Premises (Premises, or any part thereof, whether by voluntary act, operation of law, or otherwise without the specific prior written consent of Landlord; provided however, Landlord agrees not to unreasonably withhold, delay or deny such consent if: i) such assignment or sublease is in writing and the assignee or sublessee assumes all the obligations of Tenant under this Lease Agreement; ii) the proposed subtenant or assignee has a net worth of One Million Dollars ($1,000,000) or more at the time of such assignment or subletting iii) the remaining provisions of this Lease Agreement continue to be applicable; and iv) Tenant shall remain liable hereunder. Landlord further hereby gives its consent (subject however to Tenant's providing ten (10) days prior written notice and clauses i), iii) and iv) above being applicable) in an [ILLEGIBLE] of this Lease Agreement or sublease of the Premises to an "Affiliate" of Tenant or to any entity into or with which Tenant is [ILLEGIBLE] substantially all the ownership interests or assets of Tenant; provided the survivor or transferee continues to operate the business of Tenant [ILLEGIBLE] hereof an Affiliate shall mean any party that is "related to" Tenant as that term is defined by Sec. 267(b) of the Internal Revenue Code of 1986. Consent by Landlord in one such instance shall not be a waiver of Landlord's rights under this Article as to requiring consent for any subsequent instance. In the event Tenant desires to sublet a part or all of the Premises, or assign this Lease Agreement, Tenant shall give Landlord written notice to Landlord at least 60 thirty (30) days in advance thereof. Landlord shall then have a period of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as prior to the space so affected proposed subletting or assignment, which notice shall state the name of the proposed subtenant or assignee, the terms of any sublease or assignment documents and copies of financial reports or other relevant financial information of the proposed subtenant or assignee. At Landlord's option, any and all payments by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if sublessee with respect to the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% assignment of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and sublease shall be paid directly to Landlord. In any event no subletting or assignment shall release Tenant of its obligation to pay the rent and to perform all other obligations to be performed by Tenant to hereunder for the Term of this Lease Agreement. The acceptance of rent by Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, any other person shall not be deemed to be unreasonable a waiver by Landlord of any provision hereof. B. Notwithstanding anything to the contrary contained in withholding this Article, Tenant may collaterally assign, mortgage, pledge, or hypothecate, without Landlord's consent, its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant interest in this Lease includingAgreement to any financing entity, without limitationor agent on behalf of any financing entity to whom Tenant: i) has obligations for borrowed money or in respect of guarantees thereof, the provision of the entry of judgment ii) has obligations evidenced by confession for monetary damages and possession as set forth in Section 24.02. No assignment bonds, debentures, notes, or subletting by Tenant shall relieve Tenant of Tenant’s similar instruments, or iii) has obligations under this Lease. Any attempted assignment or sublease by Tenant with respect to letters of credit, bankers' acceptances and similar facilities or in violation respect of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the sameguarantees thereof. Section 18.02 Landlord may sell, transfer, assign, C. Landlord's right to assign this Lease Agreement is and convey all shall remain unqualified upon any sale or any part transfer of the Building and any and all and, providing the purchaser succeeds to the interests of its rights Landlord under this Lease, provided Lease Agreement and assumes the Landlord’s successor in interest assumes Landlord’s 's obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall thereupon be released entirely freed of all obligations of the Landlord accruing hereunder after such conveyance and shall not be subject to any liability resulting from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of act or omission or event occurring after such obligationsconveyance.

Assignment and Subletting. The following language will be added to ------------------------- this Section 18.01 If Tenant should of the Lease and shall take effect as of the date of this Seventh Amendment: Lessee's right to assign its interests under the Lease or sublease all or a part of the Premises are documented in this Section 15 of the Lease. It is agreed between Lessor and Lessee that in addition to the terms previously documented the following shall be added: Should Lessee desire to assign this the Lease or sublet sublease all or any portion of the Premises (or any part thereof)during the Term to a party other than an Affiliate of Lessee, Tenant shall give Landlord written notice at least 60 days in advance thereof. Landlord shall then have a period of 30 days following receipt upon Lessee's request to Lessor for Lessor's approval of such notice within which to notify Tenant assignment or subletting in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to accordance with the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval Section 15 of the Lease, Lessor may, in addition to its other rights under this Section elect to terminate the Lease for the portion of the Premises noted in Lessee's request as of the proposed effective date of such assignment or subletting. If Lessor so desires, it shall also have the right to enter into direct negotiations with such proposed assignee or subtenant by Landlord, and provided that if for the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% achievement of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed in writing a direct lease with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market ratesaid group. In the event the Premises or any part thereof has been vacated by Lessee during the final twelve (12) months of an assignment of this Leasethe Term, Lessor shall have the assignee, right to market the Premises to third party tenants and shall be entitled to enter into a new lease agreement with such new tenant for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any portion of the Premises. In such event, Lessor shall be entitled to access to the Premises during such period to construct improvements for such new tenant and the Lease obligation of Lessee shall terminate as of the commencement date of such new lease to the extent only that any part of the Building Premises is so re-leased. Lessor and any and all of Lessee acknowledge that if Lessee vacates its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and Premises early that it is in the event Landlord assigns best interest of the both the Lessor and the Lessee to undertake the effort to achieve an immediate and early re-lease of the premises whether it be in whole or in part. It is understood and agreed that both parties may be simultaneously marketing the Premises and agree to cooperate with one another and keep one another informed of their marketing activities. Additionally, Lessee agrees that upon abandoning the Premises or any clearly defined part thereof, that it will immediately notify the Lessor of such. Lessor and Lessee shall reasonably cooperate with one another so as to accommodate Lessee's potential need to vacate the Premises and obtain a replacement tenant to offset its rights rental obligations under this Lease, Landlord shall be released from any further obligations hereunder, the Lease and Tenant agrees Lessor's desire to look solely to Landlord’s successor in interest find a long term tenant for performance of such obligationsthe Premises.

Assignment and Subletting. Section 18.01 (a) Tenant may not sell, assign, transfer or hypothecate this Lease or any interest herein (either voluntarily or by operation of law) or sublet the Leased Premises or any part thereof without the prior written consent of Landlord which shall not be unreasonably withheld, except as hereinafter provided. If Tenant should desire to assign this Lease or sublet the Leased Premises (or any part thereof), Tenant shall give Landlord written notice at least 60 thirty (30) days in advance thereofof the date on which Tenant desires to make such assignment or sublease. Landlord shall Except with respect to an assignment or subletting permitted by subparagraph (c) of this Para▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ll then have a period of 30 thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: either (ai) to terminate this Lease as to the space so affected as of the date specified by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; ; (bii) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord; provided, and provided however, that if the Rental rental rate agreed upon between Tenant and its proposed subtenant under any proposed sublease of the Leased Premises (or any part thereof) is greater than the Rental rental rate that Tenant must pay Landlord hereunderhereunder for that portion of the Leased Premises that is subject to such proposed sublease, or if any additional consideration shall be received by Tenant in connection with such proposed assignment or sublease (in addition to rental as provided in such proposed sublease), then 100% of such additional consideration, or, with respect to any excess Rental rents, the Adjusted Gross Rent (hereinafter defined) as the case may be (or both) shall be considered additional Rental owed retained by Tenant to LandlordTenant, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or or (ciii) to refuse reasonably refuse, in accordance with the provision set forth above in this subparagraph 13(a), to consent to Tenant’s 's assignment or subleasing of such space, provided such refusal notwithstanding anything contained space and to continue this Lease in legislation, law or statute, full force and effect as to the same may be amended from time entire Leased Premises. If Landlord should fail to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless the proposed assignee or sub-lessee shall have agreed notify Tenant in writing with Landlord to assume and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Section 18.01 shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In the event of an assignment of this Lease, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the Building and any and all of its rights under this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.election

Assignment and Subletting. Section 18.01 If A. Tenant should desire to assign shall not assign, transfer or mortgage or otherwise encumber this Lease Lease, whether voluntarily, by operation of law or sublet the Premises otherwise (or any part thereofcollectively, an "Assignment"), Tenant shall give Landlord without the prior written notice at least 60 days in advance thereof. Landlord shall then have a period consent of 30 days following receipt of such notice within which to notify Tenant in writing that Landlord elects either: (a) to terminate this Lease as to the space so affected by Tenant in its notice, in which event Tenant, subject to the provisions of this Lease which expressly survive the termination hereof, shall be relieved of all further obligations hereunder as to such space; (b) to permit Tenant to assign or sublet such space, subject, however, to the subsequent written approval of the proposed assignee or subtenant by Landlord, and provided that if the Rental rate agreed upon between Tenant and its proposed subtenant is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of such excess Rental shall be considered additional Rental owed by Tenant to Landlord, and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base Rental; or (c) to refuse to which consent to Tenant’s assignment or subleasing of such space, provided such refusal notwithstanding anything contained in legislation, law or statute, as the same may be amended from time to time, the Landlord, shall not be deemed to be unreasonable in withholding its consent and may arbitrarily withhold its consent until and unless unreasonably withheld, conditioned or delayed provided that the proposed assignee assignee, transferee or sub-lessee mortgagee (collectively, an "Assignee") in connection with such Assignment: (1) is compatible with the class, quality and stature of the Building and its tenants; (2) shall have agreed in writing with Landlord use the Premises only for the purposes and manner permitted under this Lease; and (3) has the financial capability to assume undertake and perform each of the covenants, obligations, and agreements of the Tenant in this Lease including, without limitation, the provision of the entry of judgment by confession for monetary damages and possession as set forth in Section 24.02. No assignment or subletting by Tenant shall relieve Tenant of Tenant’s its obligations under this Lease, all to the reasonable satisfaction of Landlord. Any attempted assignment or sublease by Tenant Assignment without Landlord's prior written consent shall be void and confer no rights upon any third party. Regardless of whether an Assignment is effected in violation of or in compliance with the terms of this Lease, Landlord may collect rent from the Assignee and apply the net amount collected to the rent herein reserved, but no such Assignment or collection shall be deemed a waiver of this covenant, acceptance of the Assignee as tenant, or release of Tenant under this Lease. If Landlord consents to an Assignment, Tenant shall nevertheless remain liable for the payment and performance of all covenants and obligations of the tenant under this Lease, and Landlord's prior written consent to any further Assignment shall be required. In addition, if Tenant requests Landlord's consent to an Assignment, Tenant shall reimburse Landlord for reasonable legal fees and expenses, and costs incurred in connection with the preparation and review of the documents to effectuate the Assignment. Notwithstanding the foregoing provisions of this Section 18.01 16.A, Landlord shall be void. In no event consent to an Assignment in which Tenant sells or otherwise transfers all or substantially all of Tenant's stock or assets; provided that, at least thirty (30) days prior to such Assignment, Tenant notifies Landlord of the proposed Assignment and provides evidence reasonably acceptable to Landlord that: (1) the proposed Assignee shall Tenant solicit assignees or sub lessees in other Buildings owned by Landlord, or at less than a fair market rate. In use the event of an assignment of Premises only for the purposes and manner permitted under this Lease; (2) the proposed Assignee is compatible with the class, the assignee, for purposes of this Agreement, be deemed to have adopted the warrants of attorney quality and confession of judgment, set forth in Section 24.02 as if the assignee has executed the same. Section 18.02 Landlord may sell, transfer, assign, and convey all or any part stature of the Building and any and all its tenants; (3) after giving effect to the transaction giving rise to such Assignment, the proposed Assignee shall have a net worth equal to or greater than the Tenant's net worth as of its rights under the date of this Lease, provided Landlord’s successor in interest assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to Landlord’s successor in interest for performance of such obligations.;