Common use of Assignment and Subletting Clause in Contracts

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. No assignment of this Lease or sublease of all or any part of the Premises shall be permitted, except as provided in this Section 17. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer 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. Subject to subparagraph 12(i) below, this This Lease shall not, nor shall any interest of Tenant herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Term Tenant 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 such desirethe proposed assignment or sublease, including and the name, address and contact party for identity of the proposed assignee or subtenant, a description . Tenant shall promptly supply Landlord with such information concerning the business background and financial condition of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof)subtenant as Landlord may reasonably request. Landlord may, at its shall have the option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty twenty (3020) days next following Landlord's receipt of after Tenant's notice (which notice is given, either to sublet such space from Tenant shall, as a condition of its effectiveness, include all of at the above-enumerated information), elect to recapture rental and on the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated terms set forth in this Lease for the term set forth in Tenant's notice, or, in the case of an assignment, to survive the expiration or sooner termination of terminate this Lease). If Landlord does not exercise such option, Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect may assign the Lease or sublet such space to such proposed assignee or subtenant on the Premises following further conditions: (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as i) Landlord shall have elected the right to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling approve such proposed assignee or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transactionsubtenant, which consent approval shall not be unreasonably withheld withheld; (ii) The assignment or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) sublease shall be renewed upon on the same terms and as otherwise provided set forth in subsection the notice given to Landlord; (biii) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed No assignment or sublease, sublease shall be valid and no assignee or subtenant shall take possession of the parties agree that it shall not be unreasonable for Landlord to withhold its consent to Premises until an executed counterpart of such assignment or sublease if: has been delivered to Landlord; (iiv) the proposed No assignee or sublessee subtenant shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing further right to assign or sublease to an existing tenant of sublet except on the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Projectterms herein contained; and (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any such assignment or subletting, however denominated under the assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions) whether denominated rentals under the sublease or otherwisesublease, 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 that any portion of the premises subject to Premises subleased), plus (ii) any real estate brokerage commissions or fees or other commercially reasonable costs or expenses payable in connection with such sublease assignment or assignment) subletting, shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable paid to Landlord as Additional Rental additional rent under this Lease without affecting or reducing any other obligation obligations of Tenant hereunder. (fc) Regardless 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 consentconsent and without extending any recapture or termination option to Landlord, no 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 subtenant 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 Section 9 remains unchanged. (d) No subletting or assignment shall release Tenant of Tenant's obligation obligations under this 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 rental Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereofherein. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any an assignee or subtenant 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 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. (ge) In If Tenant assigns the event that (i) Lease or sublets the Premises or requests the consent of Landlord to any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting or if Tenant requests the consent of the Premises by TenantLandlord for any act that Tenant proposes to do, then Tenant shall shall, upon demand, pay to Landlord (i) an administrative fee of One Hundred Fifty and No/100 Dollars ($250 per request (including requests for Landlord Waiver150.00) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable any attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned reasonably incurred by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000such act or request.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer or hypothecate this Lease or any interest herein or may sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shallassign its interests hereunder; provided, that (a) at the option time of Landlordany such sublease or assignment no Event of Default or event which with the lapse of time or the giving of notice, terminate this Lease. Subject to subparagraph 12(i) belowor both, this Lease shall notwould constitute an Event of Default has occurred and is continuing, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time such sublease or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant assignment shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior be expressly made subject and subordinate to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required (c) Tenant shall have given Landlord 60 days' prior written notice of any such sublease or assignment, and (d) any such sublease shall contain a section to redeliver the Premises to Landlord upon the expiration or sooner termination read as follows: "Sublessee by its execution of this Sublease hereby unconditionally acknowledges and agrees as follows: (a) Sublessee has received a copy of the Lease Agreement Dated as of ____________, ____ (the "Primary Lease. In the event of ") between __________, as tenant, and _______________, as landlord, (b) this Sublease represents a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances Sublessor's rights in and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market and this Sublease the designated space rights of Sublessee hereunder are in all respects subject and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent subordinate to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to Primary Lease." No such assignment or sublease if: (i) the proposed assignee shall modify or sublessee shall have a net worth less than the net worth limit any right or power of Landlord hereunder or affect or reduce any obligation of Tenant at hereunder, and all such obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment or subletting had been made. Tenant shall, within 10 days after the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms execution of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) , deliver a conformed copy thereof to Landlord and the Note Purchaser. Neither this Lease nor the term hereby demised shall be divided evenly between Landlord and Tenantmortgaged, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting pledged or reducing any other obligation of Tenant hereunder. (f) 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 otherwise encumbered by Tenant hereunder. The acceptance of rental by Landlord from any other person nor shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment Tenant mortgage, pledge or subletting shall not be deemed consent to any subsequent assignment or subletting. In otherwise encumber the event of default by any assignee of Tenant or any successor interest of Tenant in the performance and to any sublease of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is of the rentals payable thereunder. Any such mortgage, pledge, encumbrance, sublease or assignment made in default under violation of this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection Section 16 shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that void. Tenant shall not be released collect or discharged from accept payment, directly or indirectly, of any liability rent under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or any sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice one month in connection with any advance of its monetary obligations under this Lease in excess of $200,000the due date thereof.

Assignment and Subletting. (a) Subject Except as otherwise provided in this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ shall not assign this Lease, or any interest, voluntarily or involuntarily, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the agents and servants of Lessee excepted) to occupy or use the remaining subsections of Article 12Premises, except as expressly permitted pursuant to this section, Tenant shall notor any portion thereof, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as Lessor in each instance pursuant to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address terms and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transactionconditions set forth below, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent subject to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection following provisions. (b) abovePrior to any assignment or sublease which Lessee desires to make, Lessee shall provide to Lessor the name and address of the proposed assignee or sublessee, and true and complete copies of all documents relating to Lessee’s prospective agreement to assign or sublease, a copy of a current financial statement for such proposed assignee or sublessee, and Lessee shall specify all consideration to be received by Lessee for such assignment or sublease in the form of lump sum payments, installments of rent, or otherwise. For purposes of this Section 12(d)Paragraph 16, the term “consideration” shall include all money or other consideration to be received by Lessee for such assignment or sublease. Within ten (10) days after the receipt of such documentation and other information, Lessor (1) shall notify Lessee in writing that Lessor elects to consent to the proposed assignment or sublease subject to the terms and conditions hereinafter set forth; (2) shall notify Lessee in writing that Lessor refuses such consent, specifying reasonable grounds for such refusal; or (3) except with respect to “permitted transferees,” if at the time Lessee requests that Lessor consent to an assignment or sublease Lessee has vacated the Premises and is not conducting on-going operations in the Building, may notify Lessee that Lessor elects to terminate this Lease, provided that with respect to a proposed sublease of a portion of the Premises Lessor’s termination right shall apply only to the proposed sublease space, and specifying the effective date of termination which shall be the same as the commencement date of the proposed sublease. If Lessor elects to terminate this Lease pursuant to the foregoing provision, upon the effective date of termination, Lessor and Lessee shall each be released and discharged from any liability or obligation to the other under this Lease accruing thereafter with respect to the Premises or the portion thereof to which the termination applies, except for any obligations then outstanding and except for any indemnity obligations which survive the expiration or termination of this Lease by the express terms hereof, and Lessee agrees that Lessor may enter into a direct lease with such proposed assignee or sublessee without limiting the basis upon which Landlord may withhold its any obligation or liability to Lessee. In deciding whether to consent to any proposed assignment or sublease, Lessor may take into account whether reasonable conditions, including, but not limited to, the parties agree following, have been satisfied: (1) In Lessor’s reasonable judgment, the proposed assignee or subtenant is engaged in such a business, that the Premises, or the relevant part thereof, will be used in such a manner which complies with Paragraph 7 hereof entitled “Use” and Lessee or the proposed assignee or sublessee submits to Lessor documentary evidence reasonably satisfactory to Lessor that such proposed use constitutes a permitted use of the Premises pursuant to the ordinances and regulations of the City of Menlo Park; (2) The proposed assignee or subtenant is a reputable entity or individual with sufficient financial net worth so as to reasonably indicate that it will be able to meet its obligations under this Lease or the sublease in a timely manner; and (3) The proposed assignment or sublease is approved by Lessor’s mortgage lender if such lender has the right to approve or disapprove proposed assignments or subleases. Lessor shall not be unreasonable use its good faith efforts to obtain such approval from its lender within ten (10) days after receipt by Lessor of Lessee’s written request for Landlord consent and the documentation and information referred to withhold in the first sentence of Paragraph 16(b) above. (c) As a condition to Lessor’s granting its consent to any assignment or sublease, except with respect to permitted transferees, (1) Lessor may require that Lessee pay to Lessor, as and when received by Lessee, fifty percent (50%) of the amount of any excess of the consideration to be received by Lessee in connection with said assignment or sublease over and above the rental amount fixed by this Lease and payable by Lessee to Lessor, after deducting only (A) a pro rata portion of the unamortized cost of Lessor’s Tenant Improvement Work paid for by Lessee which remains on the Premises at the effective date of the assignment or on the commencement date of the sublease which are then in a serviceable condition and useable by the assignee or sublessee and not demolished or removed by the assignee or sublessee; (B) a standard leasing commission payable by Lessee in consummating such assignment or sublease; (C) reasonable attorneys’ fees incurred by Lessee and Lessor in negotiating and reviewing the assignment or sublease if: documentation; and (iD) the cost of reasonable alterations that are specific to the sublease and are required to be made to the sublease premises to effectuate the sublease, provided that the provisions of Paragraph 13(d) shall apply with respect to such alterations; and (2) Lessee and the proposed assignee or sublessee shall have a net worth less than demonstrate to Lessor’s reasonable satisfaction that each of the net worth of Tenant criteria referred to in subparagraph (b) above is satisfied; and (3) Lessee shall commence paying Monthly Base Rent at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord applicable per square foot rental rate set forth in Landlord's reasonable discretion; (iithe schedule in Paragraph 3(a) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant above as of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius commencement date of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or sublease on the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor spacethe Premises, if any, subject to the sublease on which Lessee has not yet commenced paying Monthly Base Rent. (d) Each assignment or (vi) sublease agreement to which Lessor has consented shall be an instrument in writing in form satisfactory to Lessor, and shall be executed by both Lessee and the nature of assignee or sublessee, as the case may be. Each such party's proposed business operation would assignment or might reasonably permit or require sublease agreement shall recite that it is and shall be subject and subordinate to the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would that the assignee or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, sublessee accepts such assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assigneesublease, 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person Lessor’s consent thereto shall not be deemed to be constitute 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. subletting by Lessee or the assignee or sublessee, and, except as otherwise set forth in a sublease approved by Lessor, agrees to perform all of the obligations of Lessee hereunder (to the extent such obligations relate to the portion of the Premises assigned or subleased), and that the termination of this Lease shall, at Lessor’s sole election, constitute a termination of every such assignment or sublease. (e) In the event Lessor shall consent to an assignment or sublease, Lessee shall nonetheless remain primarily liable for all obligations and liabilities of default Lessee under this Lease, including but not limited to the payment of rent. (f) Notwithstanding the foregoing, Lessee may, without Lessor’s prior written consent and without any participation by any assignee Lessor in assignment and subletting proceeds, sublet a portion or the entire Premises or assign this Lease to a subsidiary, affiliate, division or corporation controlled or under common control with Lessee (“affiliate”), or to a successor corporation related to Lessee by merger, consolidation or reorganization, or to a purchaser of Tenant or any successor substantially all of Tenant in Lessee’s business operations conducted on the performance of any Premises (all of the terms hereofforegoing to be collectively referred to herein as “permitted transferees”), Landlord may proceed directly against Tenant without the necessity of exhausting remedies against provided that any such assignee or successorsublessee (other than an affiliate) shall have a current verifiable net worth at least equal to that of Lessee immediately prior to the effective date of the sublease or assignment, or if less, financial resources in an amount sufficient, in Lessor’s reasonable good faith judgment, to perform the obligations under the assignment or sublease, as applicable. Lessee’s foregoing rights in this subparagraph (f) to assign this Lease or to sublease a portion of the entire Premises shall be subject to the following conditions: (1) Lessee shall not be in default hereunder past any applicable cure period; (2) in the case of an assignment or subletting to an affiliate, Lessee shall remain liable to Lessor hereunder; and (3) the transferee or successor entity shall expressly assume in writing all of Lessee’s obligations hereunder. (g) In Neither the sale nor transfer of Lessee’s capital stock shall be deemed an assignment, subletting, or other transfer of this Lease or the Premises, provided, that in the event that of the sale, transfer or issuance of Lessee’s securities to an affiliate or in connection with a transaction described in Paragraph 16(f), the conditions set forth in Paragraph 16(f) shall apply. (ih) Subject to the provisions of this Paragraph 16 any assignment or sublease without Lessor’s prior written consent shall at Lessor’s election be void. The consent by Lessor to any assignment or sublease shall not constitute a waiver of the provisions of this Paragraph 16, including the requirement of Lessor’s prior written consent, with respect to any subsequent assignment or sublease. If Lessee shall purport to assign this Lease, or sublease all or any portion of the Premises, or permit any person or persons other than Lessee to occupy the Premises, without Lessor’s prior written consent (if such consent is required hereunder), Lessor may collect rent from the person or persons then or thereafter occupying the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; reserved herein, but no such collection shall be deemed a waiver of the provisions of Lessor’s rights and remedies under this Article 12 with respect to assignment and sublettingParagraph 16, or the acceptance of any such assignee purported assignee, sublessee, or subtenant as Tenant hereunderoccupant, or a release of Tenant Lessee from the further performance by Lessee of covenants on the covenants herein contained (h) In connection with each proposed assignment or subletting part of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00Lessee contained herein. (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant Lessee shall not be released hypothecate or discharged from any liability encumber its interest under this Lease by reason or any rights of Lessee hereunder, or enter into any license or concession agreement respecting all or any portion of the Premises, without Lessor’s prior written consent which consent Lessor may grant or withhold in Lessor’s absolute discretion without any liability to Lessee. Lessee’s granting of any such assignmentencumbrance, license, or concession agreement shall constitute an assignment for purposes of this Paragraph 16. (j) Anything In the event of any sale or exchange of the Premises by Lessor and assignment of this Lease by Lessor, Lessor shall, upon providing Lessee with written confirmation that Lessor has delivered any Security Deposit held by Lessor to Lessor’s successor in interest, be and hereby is entirely relieved of all liability under any and all of Lessor’s covenants and obligations contained in or derived from this Article 12 Lease with respect to the contrary notwithstandingperiod commencing with the consummation of the sale or exchange and assignment. (k) Lessee hereby acknowledges that the foregoing terms and conditions are reasonable and, no assignment or sublease shall be permitted under this Lease if Tenant is therefore, that Lessor has the remedy described in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this California Civil Code Section 1951.4 (Lessor may continue the Lease in excess of $200,000effect after Lessee’s breach and abandonment and recover rent as it becomes due, if Lessee has the right to sublet or assign, subject only to reasonable limitations).

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer voluntarily assign or hypothecate encumber its interest in this Lease or any interest herein in the Premises, or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet sublease all or any part of the Premises, Tenant shall give notice or allow any other person or entity to Landlord of such desire, including the name, address and contact party for the proposed assignee occupy or subtenant, a description of such party's business history, the effective date use all or any part of the proposed assignment Premises, without first obtaining Landlord's prior written consent Any assignment, encumbrance or sublease (including the proposed occupancy date by the proposed assignee or sublessee)without Landlord's prior written consent shall be voidable, at Landlord's election, and in shall constitute a default and at the instance of a proposed sublease, the square footage to be subleased, a floor plan professionally drawn to scale, depicting the proposed sublease area, and a statement option of the duration of the proposed sublease (which Landlord shall result in any and all events expire by its terms prior to the scheduled expiration a termination of this Lease. No consent to assignment, enc1mIbrance, or sublease shall constitute a further waiver other provisions of this paragraph. Tenant shall notify Landlord in writing of Tenant's intent to sublease, encumber or assign this Lease and immediately upon the sooner termination hereof). Landlord mayshall, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's of receipt of Tenant's such written notice, elect one of the following: (i) consent to such proposed assignment or sublease or; (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 assignment, encumbrance or sublease, thirty (30) days prior to any anticipated assignment or sublease Tenant shall give Landlord written notice (the "Assignment Notice"), which notice from Tenant shallshall set forth the name, as a address and business other proposed assignee or sublessee, information (including references) concerning the character, ownership and financial condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises proposed assignee or such portion as is proposed by Tenant to be sublet (and in each casesublessee, the designated Assignment Date, any ownership or commercial relationship between Tenant and non-designated parking spaces included the proposed assignee or sublessee, all in this demisesuch detail as Landlord shall reasonably require. If Landlord requests additional detail, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises)Assignment Notice shall not be deemed to have been received until Landlord received such additional detail, and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply Landlord may withhold consent to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of assignment or sublease until such additional detail is provided to it Further, Landlord may require that the Premises for sublessee or assignee remit directly to Landlord on a term of less than the remaining Lease Termmonthly basis, all monies due to Tenant by said assignee or sublessee. (c) If The consent by Landlord elects to recapture the Premises any assignment or a portion thereof subletting shall not be construed as aforesaid, then from and after the effective date thereof as approved by Landlord, after relieving Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and or any other obligations expressly stated in assignee of this Lease or sublessee other Premises from obtaining the express written consent of Landlord to survive the expiration any further assignment or sooner termination subletting or as releasing Tenant or any assignee or sublessee of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (any liability or such lesser portion as shall have been recaptured by Landlord). The Premises, obligation hereunder whether or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Leasenot then accrued. In the event Landlord shall consent to an assignment or sublease, Tenant shall pay Landlord as additional rent a reasonable attorneys' and administration fee not to exceed $1,000 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 a sublease of less than all any portion of the Premisesby any successor or assignee of Tenant, the cost or any sublessee of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture As used in this section, the subletting of substantially all of the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market for substantially all of the designated space and may complete such transaction and execute an assignment remaining item of this Lease shall be deemed an assignment rather than a sublease. Notwithstanding the foregoing, Landlord shall consent to the assignment, sale or a sublease agreement (in each case in form reasonably acceptable transfer if the Assignment Notice states that Tenant desires to Landlord) within a period assign the Lease to any entity into which Tenant is merged, with which Tenant is consolidated or which acquires all of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such spacesubstantially all of the assets of Tenant, provided that Tenant shall have the assignee first obtained executes, acknowledges and delivers to Landlord an agreement whereby the assignee agrees to be bound by all of the covenants and agreements in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease which Tenant has agreed to keep, observe or sublet perform, that the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant assignee agrees that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) provisions of this section shall be renewed binding upon it as if it were the same terms original Tenant hereunder and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting that the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than (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 time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions commencement of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums 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 economic consideration received by Tenant as a result consideration, either initially or over the term of any subletting, the assignment or license (except rental or other payments received which are attributable to the amortization sublease, in excess of the cost rent called for hereunder, or, in case of leasehold improvements made to the sublet or assigned sublease of a portion of the premises by Tenant for 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 exceedPremises, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations excess of such rent fairly allocable to such portion, after appropriate adjustments to assure that portion of the premises subject to such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof payments called for hereunder are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenanttaken into account, Tenant shall pay to Landlord as additional rent hereunder three-quarters (i3/4) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer the excess of each such payment of rent or other consideration received by Tenant promptly after its receipt. Landlord's administrative expenses arising waiver or consent to any assignment or subletting shall not relieve Tenant from such request, plus (ii) Landlord's reasonable attorneys' fees any obligation under this lease. The parties intend that the preceding sentence shall not apply to exceed $2,500.00 (i) any sublease rentals respecting a portion of the Premises that during the entire term of this Lease was not occupied by Tenant may, after notice tofor its own use, but without was always subleased by Tenant and/or kept vacant. For the consent purpose of Landlordthis section, assign this Lease to an affiliated (i.e., a corporation 50% or more the rent for each square foot of whose capital stock is owned by floor space in the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease Premises shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000deemed equal.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except Except as expressly permitted pursuant to this sectionotherwise provided herein, Tenant shall notnot assign this Lease or 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, and shall not make, suffer or permit any such assignment, subleasing or occupancy, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assignconditioned or delayed (except as otherwise provided in subsection 24(e) below), transfer which restrictions shall be binding upon any and all assignees of this Lease and subtenants of the Premises. Tenant shall not pledge or hypothecate this Lease without Landlord's prior written approval, which may be withheld in Landlord's sole discretion. No assignment or subletting shall result in a change in the Permitted Use. Except as otherwise provided herein, in the event Tenant desires to sublet, or permit such occupancy of, the Premises, or any interest herein portion thereof, or sublet assign this Lease, Tenant shall give written notice thereof to Landlord at least thirty (30) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed tenant or assignee, the relevant terms of any sublease or assignment and copies of financial statements and other relevant information bearing on the character of the proposed subtenant or assignee and its ability to observe and perform its agreements and obligations. (b) 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. If the Premises or any part thereof. Any of them are sublet and Tenant then defaults under this Lease, Landlord, in addition to any other remedies provided in this Lease or provided by law, may except as otherwise provided herein, at its option, collect directly from the subtenant all rents due and becoming due to Tenant under such sublease and apply such rent against any sums due to Landlord from Tenant under this Lease, and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. (c) 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 (for all or substantially all of the foregoing acts without such consent shall be void and shallbalance of the Term) or assignment, at the option of Landlord, 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. Subject The option shall be exercised, if at all, by Landlord giving Tenant written notice within sixty (60) days following Landlord’s receipt of Tenant’s written notice as required above; provided, however, that if Landlord exercises the foregoing option to subparagraph 12(iterminate, Tenant shall have the option, by providing written notice to Landlord within five (5) belowbusiness days after the receipt of Landlord's notice to terminate, to rescind its request for such assignment or sublease. If this Lease shall not, nor shall any interest herein, be assignable as terminated with respect to the interest entire Premises pursuant to this subsection 24(c), the Term of Tenant by operation this Lease shall end on the date stated in Tenant’s notice as the effective date of law the sublease or by mergerassignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this subsection only a portion of the Premises, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or then rent to be paid from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part unexpired Term shall a▇▇▇▇ proportionately based on the proportion by which the approximate rentable square footage of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date 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 Tenant commissions which may be due and owing as a result of any proposed assignment or sublease (including subletting, whether or not the Premises are recaptured pursuant hereto and rented by Landlord to the proposed occupancy date by the proposed assignee tenant 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premisestenant. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and Except as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises Tenant sells, sublets, assigns or any part thereof are sublet and Tenant is in default under transfers this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by TenantLease, Tenant shall pay to Landlord as Additional Rent an amount equal to fifty percent (50%) of any Increased Rent (as defined below) when and as such Increased Rent is received by Tenant. As used herein, “Increased Rent” shall mean the excess of (i) an administrative fee all rent and other consideration which Tenant is entitled to receive by reason of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such requestany sale, plus sublease, assignment or other transfer of this Lease, over (ii) Landlord's the rent otherwise payable by Tenant under this Lease (which in the case of a sublease, is allocable to the subleased portion of the Premises) at such time after making deductions for any commercially reasonable marketing expenses, tenant improvement allowances, cost of alterations, cash concessions, brokerage commissions, attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% and free rent actually paid or more of whose capital stock is owned incurred by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all . For purposes of the obligations of foregoing, any consideration received by Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease form other than cash shall be permitted under this Lease if Tenant is valued at its fair market value as reasonably determined by Landlord in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000good faith.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, 1. Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer (a) assign or hypothecate encumber this Lease or any interest herein or under it; (b) sublet the Leased Premises or any part thereof. Any ; (c) allow any transfer of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall Tenant's interest herein or any lien upon Tenant's interest herein, be assignable as to the interest of Tenant by operation of law or otherwise; or (d) permit the use or occupancy of the Leased Premises or any part thereof by mergeranyone other than Tenant. In the event that Tenant, consolidation with or asset sale, without the written prior consent of Landlord. , does assign or in any manner transfer this Lease or any estate or interest therein, Tenant shall in no way be released from any of its obligations under this Lease. The following shall be deemed to be an assignment of this Lease within the meaning of this Article: (a) the sale, issuance, or transfer of any voting capital stock of Tenant or of Tenant's permitted assigns and subtenants (if Tenant or such assigns or subtenants be a non-public corporation) which results in a change in the voting control of Tenant or such assigns or subtenants; (b) If at the sale, issuance, or transfer of any time partnership or from time membership interest in Tenant or in Tenant's permitted assigns and subtenants (if Tenant or such assigns or subtenants be a partnership or limited liability company); and (c) the death or incapacity of Tenant or of Tenant's permitted assigns and subtenants (if Tenant or such assigns or subtenants be a natural person). Tenant shall pay to time during Landlord, as additional rent, any costs and expenses including reasonable attorney fees incurred by Landlord in connection with any proposed or purported assignment, sublease or other transfer. 2. Notwithstanding anything to the term contrary contained in this Article XI, Landlord's consent shall not be required for an assignment or other transfer of this Lease Tenant desires to assign Tenant's interest under this Lease or sublet all or any part a sublease of the Premises, Leased Premises to an affiliate of Tenant provided that (a) Tenant shall give notice to notify Landlord in writing of such desire, including the name, address proposed transaction and contact party for the identity of the proposed assignee or subtenantsubtenant and the address to which notices may be sent, a description (b) at the time of such party's business historyproposed assignment, the effective date transfer or sublease, Tenant shall not be in default of any of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or any proposed assignee shall agree in a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant writing reasonably acceptable to Landlord free that it will assume and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, be bound by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer voluntarily assign or hypothecate encumber its interest in this Lease or any interest herein in the Premises, or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet 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 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 assignment, encumbrance or sublease, fifteen (15) days prior to any anticipated assignment or sublease Tenant shall give Landlord written notice to Landlord of such desire(the "Assignment Notice"), including which shall set forth the name, address and contact party for the proposed assignee or subtenant, a description business of such party's business history, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), information (including references) concerning the character, ownership 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, and a statement of the duration financial condition of the proposed sublease (which assignee or sublessee, the Assignment Date, any ownership or commercial relationship between Tenant and the proposed assignee or sublessee, all in such detail as Landlord shall in any and all events expire by its terms prior reasonably require. If Landlord requests additional detail, the Assignment Notice shall not be deemed to the scheduled expiration of this Leasehave been received until Landlord received such additional detail, and immediately upon Landlord may withhold consent to any assignment or sublease until such additional detail is provided to it. Further, Landlord may require that the sooner termination hereof). sublessee or assignee remit directly to Landlord mayon a monthly basis, at its option, and in its sole and absolute discretion, exercisable by notice given all monies due to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises by said assignee or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Termsublessee. (c) If The consent by Landlord elects to recapture any assignee of this Lease or sublessee of the Premises from obtaining the express written consent of Landlord to any further assignment or a portion thereof subletting or as aforesaid, releasing Tenant or any assignee or sublessee of Tenant from any liability or obligation hereunder whether or not then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Leaseaccrued. In the event 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 a sublease of less than all any portion of the Premisesby any successor assignee of Tenant, the cost or any sublessee of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture As used in this section, the subletting of substantially all of the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market for substantially all of the designated space and may complete such transaction and execute an assignment 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 a sublease agreement (in each case in form reasonably acceptable transfer if the Assignment Notice states that Tenant desires to Landlord) within a period assign the Lease to any entity into which Tenant is merged, with which Tenant is consolidated or which acquires all or substantially all of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such spacethe assets of Tenant, provided that Tenant shall have the assignee first obtained executes, acknowledges and delivers to Landlord an agreement whereby the assignee agrees to be bound by all of the covenants and agreements in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease which Tenant has agreed to keep, observe or sublet perform, that the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant assignee agrees that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) provisions of this section shall be renewed binding upon it as if it were the same terms original Tenant hereunder and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting that the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than (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 time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions commencement of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums 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 economic consideration, either initially or over the term 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 as a result of promptly after its receipt. Landlord's waiver or consent to any subletting, assignment or license (except rental or other payments received which are attributable subletting shall not relieve Tenant from any obligation under this lease. The parties intend that the preceding sentence shall not apply to the amortization of the cost of leasehold improvements made to the sublet or assigned any sublease rentals respecting a portion of the premises Premises that during the entire term of this Lease was not occupied by Tenant for subtenant or assigneeits own use, and other reasonable expenses incident to but was always subleased by Tenant and/or kept vacant. For the subletting or assignmentpurposes of this section, including standard leasing commissions) whether denominated rentals under the sublease or otherwise, which exceed, rent for each square foot of floor space 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 or assignment) Premises shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunderdeemed equal. (f) Regardless of Landlord's consent, no subletting Tenant may assign the Lease 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) sublet the Premises or any part thereof are sublet and Tenant is in default under this Lease after without Landlord's prior consent, to any applicable notice and right to curesubsidiary, if anyaffiliate or controlled corporation, or (ii) this Lease is assigned by Tenant, then, Landlord to any corporation into which Tenant may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock converted or with which it may be consolidated or mergedmerge, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, said entity has comparable financial strength and agrees to accept the Lease Agreement in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenantit's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafterthen current condition, and provided further that Tenant shall not be released the assignee or discharged from any liability under this Lease by reason of such assignmentsublessee's use is compatible with the building. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, pledge, mortgage or otherwise transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate encumber this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including Premises or permit the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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 same to be subleasedoccupied or used by anyone other than Tenant or its employees or any subsidiary, a floor plan professionally drawn to scale, depicting the proposed sublease area, and a statement parent or affiliated company of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following without Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the ’s prior written consent of Landlord to such transactionapproval, which consent shall Landlord agrees not be unreasonably withheld or delayedto withhold. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall It will not be unreasonable for Landlord to withhold its consent if the reputation, financial responsibility, or business of a proposed assignee or subtenant is unsatisfactory to such assignment or sublease if: (i) Landlord. Tenant’s request for approval shall be in writing and contain the name, address and description of the business of the proposed assignee or sublessee subtenant, its most recent financial statement and other evidence of financial responsibility, its intended use of the Premises, and the terms and conditions of the proposed assignment or subletting. Within fifteen (15) days from receipt of such request, Landlord shall have a net worth less than the net worth either: ▇. ▇▇▇▇▇ or refuse consent; or B. elect to require Tenant i) to execute an assignment or lease or sublease of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable Tenant’s interest hereunder to Landlord or its designee upon the same terms and conditions as are contained herein, together with an assignment of Tenant’s interest as sublessor in Landlord's reasonable discretion; (any such proposed sublease, or ii) the proposed Deleted. Each assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 ’s interest hereunder shall assume and to perform all other obligations to be performed by Tenant hereunder. The acceptance of rental by Landlord from any other person shall not be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for all payments and for the due performance of all terms, covenants, conditions and provisions herein contained on Tenant’s part to be observed and performed. No assignment shall be binding upon Landlord unless the assignee shall deliver to Landlord an instrument in recordable form containing a waiver covenant or assumption by Landlord the assignee, but the failure or refusal of any provision hereofan assignee to execute the same shall not release assignee from its liability as set forth herein. Consent to one Any assignment or subletting shall not terminate any right in Tenant (as may otherwise be deemed consent provided for herein) to any subsequent assignment renew or subletting. In extend the event Term of default by any assignee of Tenant this Lease or any successor right of Tenant in the performance expansion to new or additional space, and shall likewise terminate and render void and of no effect any prior exercise of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. rights enumerated above (g) In the event that (i) the Premises or any part thereof are sublet except and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected only to the rent herein reserved; but no such collection extent that a renewal term is then in effect). Any consent by Landlord hereunder shall be deemed not constitute a waiver of strict future compliance by Tenant of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, Section 25 or a release of Tenant from further the full performance by Tenant of any of the covenants herein contained (h) In connection with each proposed assignment terms, covenants, provisions or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) conditions in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignmentcontained. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject Lessee shall not mortgage, pledge, hypothecate, or assign this Lease or sublease the Premises or any portion thereof (the term "sublease" shall be deemed to include any arrangement pursuant to which a third party is permitted by Lessee to occupy all or any portion of the Premises), without obtaining, on each occasion, the prior written consent of Lessor, which consent (in the case of a proposed assignment or sublease) shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything to the remaining subsections contrary contained in this Lease, Lessee shall not have more than three (3) subleases in effect at any one time (exclusive of Article subleases entered into pursuant to paragraph 9.0(i) below), nor shall Lessee have the right to assign this Lease or to sublet any portion of the Premises during the first twelve (12) months after the Commencement Date. (b) If Lessee wishes to assign this Lease or sublease all or any portion of the Premises, except Lessee shall so notify Lessor in writing and request Lessor's consent thereto. Such notice shall include (i) the name of the proposed assignee or sublessee, (ii) a general description of the types of business conducted by the proposed assignee or sublessee and a reasonably detailed description of the business operations proposed to be conducted in the Premises by such person or entity, (iii) such financial information concerning the proposed assignee or sublessee as expressly permitted Lessor may reasonably require, and (iv) all terms and provisions upon which such assignment or sublease is proposed to be made, including a copy of the assignment or sublease agreement which Lessee proposes to execute. Lessor shall have twenty (20) days from the day on which it receives Lessee's notice and such required information to give notice to Lessee that either (i) Lessor consents to such assignment or sublease, or (ii) Lessor withholds its consent to such assignment or sublease. (c) If Lessor consents to an assignment or sublease: (i) Lessee shall promptly deliver to Lessor a fully executed copy of said assignment or sublease; (ii) Lessee shall remain primarily liable to Lessor hereunder (which liability shall be joint and several with the assignee or sublessee); and (iii) if the aggregate rent and other amounts payable to Lessee under or in connection with such assignment or sublease, after deduction of the costs reasonably incurred by Lessee in entering into such assignment or sublease (including, without limitation, reasonable attorneys' fees and expenses, brokerage commissions, and alteration costs amortized on a straight-line basis over the term of such sublease), exceeds the Rent payable hereunder, Lessee shall pay to Lessor immediately upon receipt thereof by Lessee, as Additional Rent, (i) during the Initial Term, twenty-five (25%) percent of such excess, and (ii) during the Extension Term, fifty (50%) percent of such excess. (d) If Lessor withholds its consent to such assignment or sublease, Lessee shall not enter into the proposed assignment or sublease with such person or entity. (e) Regardless of whether Lessor grants such consent, Lessee shall reimburse Lessor on demand, as Additional Rent, for all out of pocket costs and expenses (including, without limitation, attorneys' fees) reasonably incurred by Lessor in responding to a request for such consent. (f) Lessee shall not be entitled to enter into any assignment or sublease, or to request Lessor's consent thereto, during the continuance of an Event of Default hereunder by Lessee. (g) Any assignment or sublease entered into pursuant to this sectionSection 9.0 shall be subject to all of the terms and provisions of this Lease, Tenant including without limitation this Section 9.0. If Lessee enters into any such assignment or sublease, Lessor may, at any time and from time to time after the occurrence of a default hereunder, collect rent from such assignee or sublessee, and apply the net amount collected against Lessee's obligations hereunder, but no such assignment or sublease or collection shall notbe deemed an acceptance by Lessee of such assignee or sublessee as a lessee hereunder or as a release of the original named Lessee hereunder. (h) Notwithstanding anything contained in this Lease, Lessee shall not enter into any assignment or sublease with any person or entity if the identity of the assignee or sublessee is inconsistent with the investment policies of Lessor as set forth in writing by the Executive Committee of Lessor prior to its receipt of Lessee's notice of such proposed assignment or sublease, and any such transaction shall be void AB INITIO. From time to time during the Term, Lessee may request in writing that Lessor deliver to it copies of all investment policies set forth in writing by the Executive Committee of Lessor since the last request made by Lessee which are relevant to the Premises or to this Lease, and Lessor shall provide the same within a reasonable time after receiving such request. Lessee shall maintain the confidentiality of all investment policies provided by Lessor pursuant to this Section, and shall not disclose the contents thereof or distribute copies thereof to any persons whatsoever (other than Lessee's counsel) without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of LandlordLessor. (bi) If at any time or from time to time during In the term of this Lease Tenant event that Lessee desires to assign this Lease or sublet to sublease the Premises (or any portion thereof) to any corporation, partnership, association or other business organization directly or indirectly controlling or controlled by Lessee or under common control with Lessee, or to any successor by merger, consolidation or purchase of all or any part substantially all of the Premisesassets of Lessee, Tenant Lessee shall give at least twenty (20) days' prior written notice thereof to Lessor (unless Lessee is prohibited by applicable laws, codes, rules or regulations, or by the terms of the operative merger agreement or purchase and sale agreement from providing notice to Landlord Lessor at such time, in which event such notice shall be provided to Lessor as soon as Lessee is no longer subject to such prohibition). No consent of Lessor shall be required for any such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the proposed assignment or sublease (including EXCEPT that Lessor shall have the proposed occupancy date by right to withhold its consent if the proposed identity of the assignee or sublessee)sublessee is inconsistent with the investment policies identified in the foregoing paragraph (h) of this Section. Any assignee or sublessee which claims an interest in this Lease pursuant to a transfer of the type described in this paragraph (i) shall be bound by all of the terms and conditions of this Lease including, without limitation, those of the foregoing paragraph (h) of this Section, and if the identity of such assignee or successor is inconsistent with such investment policies, Lessor shall have the right to terminate this Lease and to exercise against such assignee or sublessee the remedies available to Lessor under this Lease, at law or in the instance of equity for a proposed sublease, the square footage to be subleased, a floor plan professionally drawn to scale, depicting the proposed sublease area, and a statement breach of the duration of provisions hereof by Lessee. For the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration purpose of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlordsale of Lessee's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all capital stock through any public exchange shall not be deemed an assignment or sublease of the above-enumerated information), elect to recapture the Premises Lease or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (dj) If Landlord provides written notification to Tenant electing not to recapture Notwithstanding anything contained in this Lease, Lessee shall not, either voluntarily or by operation of law, make any transfer of this Lease or the Premises (or so much thereof as Tenant had proposed to sublease)any portion thereof) which results in Lessee (or anyone claiming by, then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease through or a sublease agreement (under Lessee) collecting in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet connection with the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable charge based on the net income or on the profits of any person so as to the amortization render any part of the cost Rent due hereunder "unrelated business taxable income" of leasehold improvements made to the sublet or assigned portion Lessor as described in Section 512 of the premises by Tenant for subtenant or assigneeInternal Revenue Code of 1986, as amended, 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 any such sublease or assignment) transfer shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereundervoid AB INITIO. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. 12.1 Lessee shall not directly or indirectly (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall notincluding, without the prior written consent limitation, by merger, acquisition, or other transfer of Landlord, such consent not to be unreasonably withheld, assign, transfer any controlling interest in Lessee) voluntarily or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law sell, assign, mortgage, encumber, pledge or otherwise transfer or hypothecate all or any part of Lessee’s interest in or rights with respect to the Premises or its leasehold estate hereunder (collectively, “Assignment”), or permit all or any portion of the Premises to be occupied by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease anyone other than itself or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (ccollectively, “Sublease”) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the Lessor’s prior written consent of Landlord to such transactionin each instance, which consent shall not be unreasonably withheld withheld, delayed, or delayed. If, however, Tenant shall not have assigned conditioned. 12.2 If Lessee desires to enter into an Assignment of this Lease or sublet a Sublease of the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such any portion thereof as Tenant initially sought to sublease)thereof, then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord give written notice (the “Notice of Proposed Transfer”) to withhold Lessor of its consent intention to do so no less than thirty (30) days prior to such assignment or sublease ifproposed Assignment of Sublease, which notice shall contain: (i) the name and address of the proposed assignee assignee, sublessee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Leaseoccupant (“Transferee”), or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that nature of the proposed assignee or sublessee will experience difficulty Transferee’s business to be carried on in satisfying its financial or other obligations under this Lease; the Premises, (iii) the terms and provisions of the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable Assignment or Sublease and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant such financial information as Lessor may reasonably request concerning the proposed Transferee. 12.3 At any time within fourteen (14) business days after Lessor’s receipt of the Building or the Project or Notice of Proposed Transfer pursuant to another prospect with whom Landlord or its partnersSection 12.2, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities Lessor may by written notice to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that Lessee elect to: (i) consent to the Premises proposed Assignment or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if anySublease, or (ii) this Lease is assigned by Tenantdisapprove the proposed Assignment or Sublease and provide to Lessor a reasonably detailed explanation of the reason for the disapproval. If Lessor fails to give Lessee written notice within fourteen (14) business days after receipt of the Notice of Proposed Transfer, then, Landlord may collect Rent from the assignee proposed Assignment or subtenant and apply the net amount collected to the rent herein reserved; but no such collection Sublease shall be deemed a waiver of approved. If Lessor elects to consent to the provisions of this Article 12 with respect to assignment and sublettingproposed Assignment or Sublease, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant Lessee may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated not later than ninety (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (1090) days thereafter, enter into such Assignment or Sublease with the proposed Transferee and provided further that Tenant shall not be released or discharged from any liability under this Lease upon the terms and conditions set forth in the Notice of Proposed Transfer. Upon full recoupment by reason Lessee of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice its costs in connection with the Assignment or Sublease of the Premises including, but not limited to, leasing commissions, remodeling costs, rent concessions, and reasonable attorneys fees, then Lessee shall pay to Lessor fifty percent (50%) of any of its monetary obligations under this Lease Rent or other consideration received by Lessee in excess of $200,000the Base Rent and Additional Rent payable hereunder (or the amount thereof proportionate to the portion of the Premises subject to such Sublease or Assignment).

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty sixty (3060) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord▇▇▇▇▇▇▇▇'s contractors, and shall be shared split 50% by Tenant to Landlord and 50% by Landlordto Tenant. Upon the completion of any recapture and termination as provided herein, Tenant▇▇▇▇▇▇'s Fixed Rent, Recognized Expenses Expenses, Taxes, and any other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven five (75) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayedwithheld. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven five (75) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) the portion of the Premises requested to be subleased renders the balance of the Premises unleasable as a separate area; (v) Tenant is proposing a sublease at a rental or subrental rate which is less than the then fair market rental rate for the portion of the Premises being subleased or assigned, or Tenant is proposing to assign or sublease to an existing tenant of the Building Buildings or the Project another property owned by Landlord or by its partners, or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Projectnegotiating; (vvi) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) the then existing ratio of parking spaces per 1,000 rentable square feet of floor spacespace for the Buildings, or (vivii) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the BuildingBuildings, or would, in Landlord's reasonable judgmentjudgement, otherwise be incompatible with other tenancies in the BuildingBuildings. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord▇▇▇▇▇▇▇▇'s portion being payable to Landlord as Additional Rental Rent under this Lease Lease, without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant ▇▇▇▇▇▇ in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if anyLease, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained. (h) In connection with each proposed assignment or subletting of the Premises by Tenant▇▇▇▇▇▇, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord WaiverWaivers) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00fees. (i) Tenant may, after notice to, to but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of or substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar equal to Tenant's the net worth at the Commencement of Tenant as of the Term as shown on a balance sheet dated December 2000date of this Lease, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if if, Tenant is in default of or has previously defaulted more than twice (even if such breach has been cured) in connection with any of its monetary obligations under this Lease in excess of $200,000Lease.

Assignment and Subletting. (a) Subject to No assignment of this Lease or sublease of all or any part of the remaining subsections of Article 12Premises shall be permitted, except as expressly permitted pursuant to provided in this section, Article 16. a. Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer 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. Subject to subparagraph 12(i) below, this This Lease shall not, nor shall any interest of Tenant herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) b. If at any time or from time to time during the term of this Lease Term Tenant 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 such desirethe proposed assignment or sublease, including and the name, address and contact party for identity of the proposed assignee or subtenant, a description . Tenant shall promptly supply Landlord with such information concerning the business background and financial condition of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof)subtenant as Landlord may reasonably request. Landlord may, at its shall have the option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty twenty (3020) days next following Landlord's receipt of after Tenant's ’s notice (which notice is given, either to sublet such space from Tenant shall, as a condition of its effectiveness, include all of at the above-enumerated information), elect to recapture rental and on the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated terms set forth in this Lease for the term set forth in Tenant’s notice, or, in the case of an assignment, to survive the expiration or sooner termination of terminate this Lease). If Landlord does not exercise such option, Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect may assign the Lease or sublet such space to such proposed assignee or subtenant on the Premises following further conditions: (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as 1) Landlord shall have elected the right to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling approve such proposed assignee or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transactionsubtenant, which consent approval shall not be unreasonably withheld withheld; (2) The assignment or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) sublease shall be renewed upon on the same terms and as otherwise provided set forth in subsection the notice given to Landlord; Lessor’s Initials Lessee’s Initials (b3) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed No assignment or sublease, sublease shall be valid and no assignee or sublessee shall take possession of the parties agree that it shall not be unreasonable for Landlord to withhold its consent to Premises until an executed counterpart of such assignment or sublease if: has been delivered to Landlord; (i4) the proposed No assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing further right to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate sublet except on the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building.herein contained; and (e5) Any sums or other economic consideration received by Tenant as a result of any such assignment or subletting, however denominated under the assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions) whether denominated rentals under the sublease or otherwisesublease, 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 that any portion of the premises subject to Premises subleased), plus (ii) any real estate brokerage commissions or fees payable in connection with such sublease assignment or assignment) subletting, shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable paid to Landlord as Additional Rental additional rent under this Lease without affecting or reducing any other obligation 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 (fi) Regardless the assignee or sublessee assumes, in full, the obligations of Landlord's consentTenant under this Lease, no (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 obligation ’s obligations under this 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 rental 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 an assignee or subtenant 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 assignee, subtenant or successor. Landlord may consent to subsequent assignments of the Lease or sublettings 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. (g) In e. If Tenant assigns the event that (i) Lease or sublets the Premises or requests the consent of Landlord to any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting or if Tenant requests the consent of the Premises by TenantLandlord for any act that Tenant proposes to do then Tenant shall, Tenant shall upon demand, pay to Landlord (i) an administrative fee of One Hundred Fifty and No/100ths Dollars ($250 per request (including requests for 150.00) plus any attorneys’ fees reasonably incurred by Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000such act or request.

Assignment and Subletting. (a) Subject to No assignment of this Lease or sublease of all or any part of the remaining subsections of Article 12Premises shall be permitted, except as expressly permitted pursuant to provided in this section, Article 16. a. Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer 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. Subject to subparagraph 12(i) below, this This Lease shall not, nor shall any interest of Tenant herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) b. If at any time or from time to time during the term of this Lease Term Tenant 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 such desirethe proposed assignment or sublease, including and the name, address and contact party for identity of the proposed assignee or subtenant, a description . Tenant shall promptly supply Landlord with such information concerning the business background and financial condition of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof)subtenant as Landlord may reasonably request. Landlord may, at its shall have the option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty twenty (3020) days next following Landlordafter ▇▇▇▇▇▇'s receipt of 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 (which notice from Tenant shallnotice, as a condition of its effectivenessor, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance case of the recapture of less than all of the Premises)an assignment, and to terminate this Lease. If Landlord does not exercise such option, Tenant may assign the Lease with respect or sublet such space to such proposed assignee or subtenant on the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Termfollowing further conditions. (c1) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected the right to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling approve such proposed assignee or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transactionsubtenant, which consent approval shall not be unreasonably withheld withheld; (2) The assignment or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) sublease shall be renewed upon on the same terms and as otherwise provided set forth in subsection the notice given to Landlord; (b3) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed No assignment or sublease, sublease shall be valid and no assignee or sublessee shall take possession of the parties agree that it shall not be unreasonable for Landlord to withhold its consent to Premises until an executed counterpart of such assignment or sublease if: has been delivered to Landlord; (i4) the proposed No assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing further right to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate sublet except on the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building.herein contained; and (e5) Any sums or other economic consideration received by Tenant as a result of any such assignment or subletting, however denominated under the assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions) whether denominated rentals under the sublease or otherwisesublease, 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 that any portion of the premises subject Premises subleased). 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 such sublease Landlord, to any corporation which controls, is controlled by or assignment) shall be divided evenly between Landlord and is under common control with Tenant, or to any corporation resulting from a merger or consolidation with LandlordTenant, or to any person or entity which acquires all the assets of Tenant's portion being payable to Landlord business as Additional Rental a going concern, provided that (i) the assignee or sublessee assumes, in full, the obligations of Tenant under this Lease without affecting or reducing any other obligation Lease, (ii) Tenant remains fully liable under this Lease, and (iii) the use of Tenant hereunderthe Premises under Article 8 remains unchanged. (f) Regardless of Landlord's consent, no d. No subletting or assignment shall release Tenant of Tenant's obligation obligations under this 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 rental 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 an assignee or subtenant 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 assignee, subtenant or successor. (g) In e. If Tenant assigns the event that (i) Lease or sublets the Premises or requests the consent of Landlord to any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting or if Tenant requests the consent of the Premises by TenantLandlord for any act that Tenant proposes to do, then Tenant shall shall, upon demand, pay to Landlord (i) an administrative fee of One Hundred Fifty and No/100ths Dollars ($250 per request (including requests for Landlord Waiver150.00) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable any attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned reasonably incurred by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000such act or request.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, except as otherwise expressly provided in this Section 8, (a) assign (whether directly or indirectly), in whole or in part, this Lease, or (b) allow this Lease to be assigned, in whole or in part, by operation of law or otherwise, including, without limitation, by transfer of a controlling interest (i.e. greater than a 25% interest) of stock, membership interests or partnership interests, or by merger or dissolution, which transfer of a controlling interest, merger or dissolution shall be deemed an assignment for purposes of this Lease (unless (i) Guarantor continues, following such transfer of a controlling interest, merger or dissolution, to guaranty the obligations of the Tenant under the Lease pursuant to the Guaranty and acknowledges the same in writing in form acceptable to Landlord and (ii) Landlord determines that the creditworthiness of Guarantor as of the date of such transfer, merger or dissolution is equal to or better than the creditworthiness of Guarantor as of the date of this Lease), or (c) mortgage or pledge the Lease, or (d) sublet the Premises, in whole or in part, without (in the case of any or all of (a) through (d) above) the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. IfTenant may, however, Tenant shall not have assigned assign this Lease or sublet sublease a portion of the Premises to a wholly-owned subsidiary, provided that Tenant advises Landlord, in writing, in advance, and otherwise complies with Landlord's the succeeding provisions of this SECTION 8. In no event shall any assignment or sublease ever release Tenant from any obligation or liability hereunder. Any purported assignment, mortgage, transfer, pledge or sublease made without the prior written consent as aforesaid within seven (7) months next following Landlordof Landlord shall be absolutely null and void. No assignment of this Lease shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's notice assumption of all obligations of Tenant hereunder. Regardless of whether or not an assignee or sublessee executes and delivers any documentation to Tenant that Landlord declines pursuant to recapture the preceding sentence, any assignee or sublessee shall be deemed to have automatically attorned to Landlord in the event of any termination of this Lease. If this Lease is assigned, or if the Premises (or such portion thereof as Tenant initially sought to sublease)any part thereof) are sublet or used or occupied by anyone other than Tenant, then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (whether or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would Landlord or might reasonably violate the terms of any other lease for the BuildingAgent may (without prejudice to, or wouldwaiver of its rights), in Landlord's reasonable judgmentcollect Rent from the assignee, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or sublettingoccupant. In the event of default by any an assignment of this Lease and the payment of consideration from the assignee of Tenant or any successor of to the Tenant in connection therewith, 100% of such consideration shall be paid to Landlord. With respect to the performance of any allocable portion of the terms hereofPremises sublet, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In in the event that (i) the Premises or total rent and any part thereof are sublet and other considerations received under any sublease by Tenant is in default greater than the total Rent required to be paid, from time to time, under this Lease after any applicable notice and right to cureLease, if any, or (iiy) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (iwhich amounts shall be deemed a component of the Additional Rent) an administrative fee fifty percent (50%) of $250 per request such excess as received from any subtenant leasing 5,000 or more square feet under its sublease and (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (iz) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated shall retain one hundred percent (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy 100%) of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged excess as received from any liability subtenant leasing less than 5,000 square feet under this Lease by reason of such assignmentits sublease. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) 12.1. Subject to the remaining subsections terms of Article 12Section 12.11 hereof, except as expressly permitted pursuant to neither this sectionLease, Tenant shall notnor the term and estate hereby granted, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or nor any part hereof or thereof. Any of the foregoing acts without such consent , shall be void and shallassigned, at the option of Landlordmortgaged, terminate this Lease. Subject to subparagraph 12(i) belowpledged, this Lease shall not, nor shall any interest herein, be assignable as to the interest of encumbered or otherwise transferred by Tenant by operation of law or otherwise, and neither the Premises, nor any part thereof, shall be encumbered in any manner by mergerreason of any act or omission on the part of Tenant or anyone claiming under or through Tenant, consolidation or asset sale, in each case without the written consent of Landlord. Landlord agrees not to unreasonably withhold its consent to an assignment of this Lease of a sublet of the Premises provided: (a) Tenant shall furnish Landlord with (i) the name and business address of the proposed assignee of subtenant, (ii) a copy of the proposed assignment of subletting agreement which includes the rental amounts to be paid by the subtenant, and (iii) information with respect to the nature, character or the business and financial condition of the proposed assignee of subtenant as Landlord may reasonably request. (b) If The proposed assignee or subtenant agrees to only use the Premises for purposes expressly permitted by this Lease. (c) No subletting shall be for a term (including renewals, if any) ending later than one day prior to the expiration date of this Lease. (d) No default by Tenant of its obligations hereunder shall have occurred and be continuing either at the time that Landlord's consent to any time assignment or from time to time during subletting is required or as of the date of the commencement of the term of this Lease Tenant desires any such assignment or subletting. (e) Landlord shall have no available space comparable in site with the space proposed to assign this Lease be sublet. (f) The proposed subtenant or sublet all assignee shall not then be a tenant. Subtenant or assignee of any space in the Building. (g) In no event shall the proposed subtenant be a person or entity with whom Landlord is then actively negotiating to lease space in the Building. (h) The Premises or any part thereof shall not, without Landlord's prior consent, be publicly advertised for subletting or assignment at a rental rate less than the rental rate being sought by Landlord for comparable space in the Building. 12.2. Landlord and Tenant agree that it will not be unreasonable for Landlord to withhold its consent to any assignment of subletting it Landlord reasonably believes that the assignment or subletting will increase Landlord's financial risk or responsibility or jeopardize the enforceability of the Premises, Tenant shall give notice Lease of restrict its ability to Landlord of such desire, including lease other space in the name, address and contact party Building. 12.3. Except for the proposed assignee or subtenant, a description of such party's business history, the effective date of the proposed an assignment or sublease to an Affiliated Company (including the proposed occupancy date by the proposed assignee or sublesseeas defined in Section 12.11 hereof), and in Landlord shall have the instance of a proposed sublease, the square footage right to be subleased, a floor plan professionally drawn to scale, depicting the proposed sublease area, and a statement of the duration of the proposed sublease (which shall in any and all events expire exercised by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by written notice given to Tenant within thirty (30) days next following Landlord's after the receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated informationinformation described in Section 12.1(a), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and entire Premises, in each case, the designated and non-designated parking spaces included in this demisecase of an assignment, or a pro-rata the portion thereof in the instance of the Premises proposed to by sublet by Tenant. The exercise by Landlord of its recapture of less than all of the Premises), and rights shall terminate this Lease with respect to the recaptured space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) as of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects date Tenant proposes to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in assign this Lease of sublet attempts to survive assign this Lease of sublet the expiration or sooner termination of this Lease), Tenant shall be released of entire Premises and from all lease obligations thereafter otherwise accruing the Landlord exercises its recapture rights with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premisesthereto, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications Term shall end on the date Tenant proposes to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of assign this Lease or a sublease agreement (sublet the Premises as provided int is notice as if that date were the Expiration Date, provided in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's its notice to Tenant as if that it declines to recapture such spacedate were the Expiration Date, provided that Tenant shall have first obtained in any such case the prior written consent fifteen (15) days after receipt of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines recapture or terminate and rescind its request for Landlord's approval to recapture assign this Lease of sublease the Premises (Premises. If this Lease be so terminated with respect to less than the entire Premises, the Fixed Rent, Additional Rent and Tenant's Proportionate Share shall be proportionally adjusted on the basis of the number of rentable square feet retained by Tenant. 12.4. Except for an assignment or such portion thereof as Tenant initially sought sublet to sublease), then in such eventan Affiliated Company, Tenant shall again be required agrees to request pay Landlord, in consideration for Landlord's consent to the proposed transactionassignment or subletting, whereupon Landlord's right to recapture the Premises fifty percent (50%) of any Net Profits (as hereinafter defined) received by Tenant from its assignee or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) abovesubtenant with respect thereto. For purposes hereof, the term "Net Profits" shall mean, in the case of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or a sublease, the parties agree that it shall not be unreasonable amount by which the aggregate of all rents, additional charges or consideration payable under a sublease to Tenant by the subtenant (including sums paid for Landlord the sale or rental of Tenant's fixtures, leasehold improvements, equipment, furniture or other personal property to withhold its consent to the extent such assignment sums exceed the fair market value or sublease if: fair market rental value of such items, as the case may be) exceed the sum of (i) brokerage commissions due and owing to a real estate brokerage firm in connection with the proposed assignee or sublessee shall have a net worth less than sublease, together with rent concessions, legal and advertising expenses and construction allowances and all other costs incurred by Tenant in securing and entering into the net worth sublease; and in the case of an assignment, the amount by which all sums and considerations paid to Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or by an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease for or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. assignment (j) Anything in this Article 12 including sums paid for the sale or rental of Tenant's fixtures, leasehold improvements, equipment, furniture or other personal property to the contrary notwithstandingextent such sums exceed the fair market value or fair market rental value of such items, no assignment or sublease shall be permitted under this Lease if Tenant is in default as the case may be) exceed the sum of or has previously defaulted more than twice brokerage commissions due and owing to a real estate brokerage firm, in connection with any the assignment, together with rent concessions, legal and advertising expenses and construction allowances and all other costs incurred by Tenant in securing and entering into the assignment, plus the Fixed Rent and all other amounts payable by Tenant, including Additional Rent, payable by Tenant hereunder for the remainder of its monetary obligations under this Lease in excess of $200,000the Term.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, A. Tenant shall notnot directly or indirectly, without the prior written consent voluntarily or by operation of Landlordlaw, such consent not to be unreasonably withheldsell, assign, encumber, pledge or otherwise transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises or Tenants' leasehold estate hereunder (collectively, "Assignment"), or permit the Premises to be occupied by anyone other than Tenant or sublet the Premises (collectively, "Sublease") or any portion thereof without Landlord's prior written consent in each instance, except as provided in Section B below, however, Landlord shall not unreasonably withhold its consent. B. Tenant may assign this Lease or sublease the Premises, without Landlord'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 of or consolidation with Tenant ("Tenant's Affiliate"). In such case, any Tenant's Affiliate shall assume, in writing, all of Tenant's obligations under this Lease. C. If Tenant desires to assign the Lease or sublease the Premises, Tenant shall give have the right, but not the obligation, to offer, in writing, to terminate the Lease as of a date specified in the offer. If Landlord elects in writing to accept the offer to terminate as to the portion of the Premises that Tenant proposes to assign or sublease within twenty (2) days after notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business historyoffer, the effective date Lease shall terminate as of the date specified and all the terms and provisions of the Lease governing termination shall apply. If Tenant has not offered to terminate this Lease or if Landlord does not so elect to terminate, the Lease shall continue in effect until otherwise terminated and the provisions of Section D with respect to any 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 shall continue to be subleased, a floor plan professionally drawn to scale, depicting the proposed sublease area, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of apply. D. Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect request to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of enter into an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment Assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable Sublease of the Premises or any portion thereof, shall be set forth by written notice to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent notice shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease ifcontain: (i) the proposed assignee name of the proposes assignee, subTenant or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretionoccupant; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that nature of the proposed assignee assignee's, subTenant's or sublessee will experience difficulty occupant's business to be carried on in satisfying its financial or other obligations under this Leasethe Premises; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.and

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, without the Landlord’s prior written consent, which consent of LandlordLandlord may, such consent not to be unreasonably withheldin its discretion, withhold (i) assign, transfer convey or hypothecate mortgage this Lease or any interest herein or under it’ (ii) sublet the Leased Premises or any part thereof; (iii) amend a sublease previously consented to by Landlord; (iv) permit the use or occupancy of the Leased Premises or any part thereof by anyone other than Tenant; (v) assign this Lease to any corporation resulting from a merger or consolidation of the Tenant; or (vi) allow or permit any transfer of this Lease, or any interest hereunder, by operation of law, or mortgage, pledge, encumber or permit a lien on this Lease or any interest herein. If Tenant proposes to assign the Lease or enter into any sublease of the Leased Premises, Tenant shall deliver written notice thereof to Landlord, together with a copy of the proposed assignment or sublease agreement at least thirty (30) days prior to the effective date of the proposed assignment, or the commencement date of the term of the proposed sublease. Any proposed assignment or sublease shall be expressly subject to all the terms, conditions and covenants of this Lease. Any proposed assignment shall contain an express written assumption by assignee of all of Tenant’s obligations under this Lease. Any proposed sublease shall (i) provide that the sublessee shall procure and maintain policies of insurance as required of Tenant hereunder, (ii) provide for a copy to Landlord of notice of default by either party, and (iii) otherwise be reasonably acceptable in form to Landlord. In the event that Tenant proposes to assign the Lease or to enter into a sublease of all or substantially all of the foregoing acts without Leased Premises, Landlord shall have the right, in lieu of consenting thereto, to terminate this Lease, effective as of the effective date of the proposed assignment or the commencement date of the proposed sublease, as the case may be. In the event that Landlord exercises such consent right, Tenant shall surrender the Leased Premises on the effective date of the termination and this Lease shall thereupon terminate. Landlord may, in the event of such termination, enter into a lease with any proposed assignee or subtenant for the Leased Premises. In the event that Tenant subleases only a portion of the Leased Premises, Tenant shall pay to Landlord monthly, as additional rent hereunder, fifty percent (50%) of the amount calculated by subtracting from the rent and other charges and consideration payable form time to time by the subtenant to Tenant for the space, the amount of Rent payable by Tenant to Landlord under this Lease, allocated (based on the relative rentable square foot area of the total Leased Premises and of that portion of the Leased Premises so subleased by Tenant) to the subleased portion of the Leased Premises. No permitted assignment shall be void effective and no permitted sublease shall commence unless and until any default by Tenant hereunder shall have been cured. No permitted assignment or subletting shall relieve Tenant from Tenant’s obligation and agreements hereunder and Tenant shall continue to be liable as a principal and not as a guarantor or surety to the same extent as though no assignment or subletting had been made. If Tenant is a corporation, the shares of which, at the time of execution of this Lease or during the term hereof are or shall be held by fewer than one hundred (100) persons, and if at any time during the term of this Lease the persons, firms or corporation who own a majority or controlling number of its shares at the time of the execution of this Lease or following Landlord’s consent to a transfer of such shares cease to own such shares and such cessation shall not first have been approved in writing by Landlord, then such cessation shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises default by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of Tenant shall have the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject right to subparagraph 12(i) below, assign or transfer any interest in this Lease shall notto a subsidiary, nor shall any interest herein, be assignable as to the interest parent or an affiliate of Tenant or a successor to Tenant by operation way of law or by merger, consolidation consolidation, corporate reorganization or asset salethe purchase of all or substantially all of Tenant’s assets, each without the written consent of Landlord’s consent. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's ’s business history, the effective date of the 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, scale depicting the proposed sublease area, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). If Tenant desires to assign this Lease or sublet more than 20% of the Premises originally demised hereunder, then Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty twenty (3020) days next following Landlord's ’s receipt of Tenant's ’s notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises if Tenant is proposing to sublet or assign the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's ’s then-standard base building specifications, shall be performed by Landlord's ’s contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's ’s Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If if Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven five (75) months next following Landlord's ’s notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) abovewithheld. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's ’s reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee portion of sublessee, in Landlord's reasonable opinion, is not reputable and the Premises requested to be subleased renders the balance of good characterthe Premises unleasable as a separate area; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project another property owned by Landlord or by its partners, or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's ’s existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's ’s proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "“Permitted Use " Use” specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's ’s reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's ’s portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) Regardless of Landlord's ’s consent, no subletting or assignment shall release Tenant of Tenant's ’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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if anyLease, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained. (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated affiliate (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's ’s capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or mergedmerged (“Affiliate”), provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth of at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, $10,000,000 and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. At Landlord’s option, Landlord shall be entitled to a security deposit from such assignee in the amount of one month’s Fixed Rent at the highest rental rate during the Term. (i) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord an administrative fee of $250 per request (including requests for non-disturbance agreements and Landlord’s or its lender’s waivers) in order to defer Landlord’s administrative expenses arising from such request. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default at the time of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000such assignment.

Assignment and Subletting. Any Mortgagee (aor its nominee) Subject to the remaining subsections may sell, convey, transfer, assign, or sublet, in whole or in part, this Agreement and all of Article 12Lessee's right, except as expressly permitted pursuant to this section, Tenant shall nottitle and interest hereunder, without the prior written consent approval of LandlordBoard, and such consent right shall not to be unreasonably withheldaffected by any foreclosure by, or conveyance in lieu of foreclosure received by, any Mortgagee (or its nominee). Lessee shall not assign, sell, convey or transfer (except to Mortgagees or hypothecate this Lease or any interest herein their nominees), or sublet (except to subtenants in the Premises ordinary course of Lessee's business) this Agreement, in whole or any part thereof. Any of in part, or the foregoing acts without such consent shall be void right, title and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset saleLessee hereunder, without the written consent approval of Landlord. Board, provided, however, that the approval of Board shall not be required for any such assignment, sale, conveyance, transfer or subletting to an individual, corporation or other entity having (bor, in the case of a partnership, one or more of whose partners have) If a net worth in an amount at any least equal to ten (10) times the annual rent payable hereunder at the time of such assignment, sale, conveyance, transfer or from time to time during subletting. Where an assignment, sale, conveyance, transfer or subletting described in the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premisespreceding sentence occurs, Tenant Lessee shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within Board thirty (30) days next following Landlord's receipt advance written notice of Tenant's notice (which notice from Tenant shallsuch transaction. No assignment, as a condition of its effectivenesssale, include all of conveyance, transfer, pledge or subletting shall in anywise affect the above-enumerated information)terms, elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (conditions, covenants, agreements and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated provisions herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Leaseset forth. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an total assignment of this Lease Agreement to an assignee approved by Board, Lessee shall be released from any and all liability arising or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period accruing under this Agreement after the date of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such spaceassignment, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant executes, acknowledges and apply the net amount collected delivers to the rent herein reserved; but no such collection shall be deemed Lessee and Board a waiver of the provisions of this Article 12 with respect to assignment valid, binding and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, sufficient instrument in writing, assume directly enforceable by Board; containing the assignee's assumption and agree agreement to perform pay all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, rent and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything other amounts reserved in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.this

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except Except as otherwise expressly permitted pursuant to this sectionprovided herein, Tenant shall not, without the prior written consent of LandlordLandlord in each instance, such consent not (i) convey, mortgage, pledge, hypothecate, or encumber, or subject to or permit to exist upon or be unreasonably withheldsubjected to any lien or charge, assign, transfer or hypothecate this Lease or any interest under it, (ii) allow to exist or occur any transfer of or lien upon this Lease or the Tenant's interest herein by operation of law, (iii) assign this Lease or any of Tenant's rights hereunder, (iv) sublet the Premises or any part thereof. Any , or (v) permit the use or occupancy of the foregoing acts without such consent shall be void and shall, at the option Premises or any part thereof for any purpose not provided for under Section 3 of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall notor by anyone other than the Tenant and Tenant's employees. Landlord has the absolute right to withhold its consent, nor shall without giving any interest hereinreason whatsoever, be assignable except as herein expressly provided to the interest contrary. The foregoing prohibitions shall also apply to any assignee or subtenant of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of LandlordTenant. (b) If at any time or from time Prior to time during the term of this Lease Commencement Date, Tenant desires to shall not assign this Lease or sublet all or any part of the Premises. If, after the Commencement Date, Tenant shall give has procured an assignee or sublessee, Tenant shall, by written notice to Landlord, advise Landlord of its intention from, on and after a stated date (which shall not be less than thirty (30) days after the date of Tenant's notice) to assign this Lease to such desire, including the name, address and contact party for the proposed assignee or subtenant, a description sublet any part or all of the Premises to such proposed subtenant for the balance or any part of the Term. Upon receipt of such party's business historynotice, Landlord shall have the effective date right to cancel for the balance of the proposed assignment or sublease (including Lease Term the proposed occupancy date by the proposed assignee or sublessee), and Lease in the instance case of a proposed subleaseassignment of this Lease or a proposed subleasing of all the Premises, or to cancel for the square footage balance of the Lease Term the Lease with respect to the portion to be subleased, a floor plan professionally drawn so subleased by notice to scale, depicting Tenant in which latter event the proposed sublease areaRent and Tenant's Proportionate Share and the number of parking spaces as defined herein shall be adjusted on the basis of the. number of square feet of Rentable Area of the Premises retained by Tenant, and a statement of the duration of the proposed sublease (which this Lease as so amended shall continue thereafter in any full force and all events expire by its terms prior effect. If Landlord wishes to the scheduled expiration of this Leaseexercise such option to cancel, and immediately upon the sooner termination hereof). Landlord mayshall, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following after Landlord's receipt of such notice from Tenant, send to Tenant a notice so stating and in such notice Landlord shall specify the date as of which such cancellation is effective, which date shall be not less than fifteen (15) and not more than forty-five (45) days after the date on which Landlord sends such notice. Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all given pursuant to this Section 13(b) shall state the name and address of the above-enumerated information)proposed subtenant or assignee, elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated a true and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance complete copy of the recapture of less than all proposed sublease or assignment and sufficient information to permit Landlord to determine the financial responsibility and character of the Premises), and terminate this Lease proposed subtenant or assignee shall be delivered to Landlord with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Termsaid notice. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, receiving Tenant's Fixed Rentnotice given pursuant to Section 13(b) shall not exercise its right to cancel, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification will not unreasonably withhold its consent to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an Tenant's assignment of this Lease or a sublease agreement (in subletting the space covered by its notice. In each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture case, such space, provided that Tenant subletting or assignment shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not also be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent subject to the proposed transaction, whereupon Landlord's right to recapture following conditions: (i) Tenant is not in material default of the Premises lease; (or such portion as ii) Tenant shall desire to sublease) shall be renewed upon has fully complied with the same terms and as otherwise provided in subsection (b) above. For purposes provisions of this Section 12(d13; (iii) The assignee or subtenant is not a tenant of the Lincolnshire Corporate Center or a government (or subdivision or agency thereof); (iv) Tenant has furnished Landlord with copies of all documents relating to the sublease or assignment arrangement between Tenant and the proposed subtenant or assignee, and without limiting the basis upon which Landlord may withhold its consent to any including financial statements, if requested by Landlord; (v) The proposed sublease or proposed assignment or sublease, does not extend for a term beyond the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth initial Term of Tenant at the time Tenant executes this Lease, nor does the sublease or assignment contain any options to extend or renew the term thereof beyond the initial Term of this Lease: (vi) The subtenant or assignee is of a character or engaged in a business which is, and the subtenant's or assignee's proposed use of the Premises, or portions thereof, is otherwise not acceptable consistent with the standards of Landlord for the Building and the use permitted hereunder; (viii) The space to Landlord in Landlord's reasonable discretion; be subleased and the remaining portion of the Premises are both legally leasable units and suitable for normal renting; (iiix) the proposed The assignee or sublessee shall have no reliable credit history subtenant is sufficiently financially responsible to perform its obligations under the sublease or an unfavorable credit history, assignment; and (x) The intended use by or other reasonable evidence exists that business of the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect conflict with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require any commitment by Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for tenant an the Building, Lincolnshire Corporate Center or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable Lincolnshire Corporate Center Unit III. Landlord agrees to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar respond to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord request for approval within ten thirty (1030) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason after submission of such assignmentall documents. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject Except as set forth to the remaining subsections of Article 12, except as expressly permitted pursuant to this sectioncontrary herein, Tenant shall not, without at least thirty (30) days’ prior written notice to Landlord and the prior written consent of Landlord in each instance, directly or indirectly, voluntarily or involuntarily, by operation of law, merger, consolidation, reorganization or otherwise, mortgage, hypothecate, pledge, encumber, sell, transfer or assign this Lease, in whole or in part, or sublease all or any part of the Premises, or permit the use or occupation of all or any part of the Premises by any party (all of the foregoing being collectively referred to as an “Assignment”). Landlord, such ’s consent shall not to be unreasonably withheld, assignconditioned or delayed. Tenant shall promptly reimburse Landlord for Landlord’s costs and expenses, transfer including, without limitation, reasonable attorney’s fees, in connection with any proposed assignment covered under this Paragraph 16. Landlord shall have thirty (30) days from its actual receipt of Tenant’s notice of Assignment within which to elect, in its sole and absolute discretion, to: terminate this Lease as to the portion of the Premises which is the subject of the proposed Assignment, provided such Assignment requires Landlord’s consent; and/or reject the proposed Assignment and to thereby continue this Lease in full force and effect as if such Assignment had never been proposed; and/or, enter into a new lease with the proposed assignee or hypothecate any other person, on such terms as Landlord and such assignee or other person may agree; and/or, consent to the proposed Assignment on such terms as Landlord deems necessary and appropriate. If this Lease is canceled, the area of the Premises is reduced or a sublease or assignment is made as herein provided, Tenant shall pay Landlord a charge equal to the actual costs incurred by Landlord, in Landlord’s reasonable judgment (including, but not limited to, the use and time of Landlord’s personnel), for all of the necessary legal, management, leasing or accounting services required to accomplish such cancellation, reduction of area of the Premises, assignment or subletting, as the case may be. In no event shall Tenant be entitled to any rent, rentals, payment, profit or any sum or cost of the assignee for such Assignment; Landlord shall have the sole and absolute right to any and all amounts paid or payable in excess of the Rent payable by Tenant, and Landlord may, at its election, receive same directly from the assignee or require Tenant to collect and remit same to Landlord as additional rent hereunder. Landlord’s consent in one instance, and any other act or acts of Landlord or its agents, shall not be deemed to constitute consent to any subsequent Assignment. In the event of any such assignment or subletting, Tenant shall remain fully liable for the performance of all the terms and conditions of this Lease. The listing of any name other than that of Tenant on any door of the Premises, or on any Building directory or in any elevator or otherwise, shall not operate as a substitute for or be deemed to constitute the prior written consent of Landlord under this Paragraph 16, nor shall it vest in the person so named any right or interest in this Lease or the Premises, and it is understood and agreed that any interest herein such naming or sublet the Premises or any part thereof. Any of the foregoing acts without such consent listing shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant constitute a privilege extended by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If Landlord revocable at any time in its sole and absolute discretion. Further, notwithstanding the foregoing, Tenant shall have the right, without Landlord’s prior consent, but upon written notification to Landlord, and so long as the creditworthiness of the assignee or from time to time during sublessee remains the term of this Lease Tenant desires same or better than Tenant, to assign this Lease and/or sublease the Premises to (a) an affiliate, subsidiary or sublet parent of Tenant or to a subsidiary or affiliate of Tenant’s parent; or (b) an entity with which Tenant is merged or consolidated; or (c) an entity which purchases all of the assets of Tenant by stock purchase or otherwise, provided such entity shall continue to use the Premises in the same manner and for the same purposes of Tenant herein. In the event of any assignment of the Lease, or sublease of all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party remain fully liable for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by fulfilling its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this the Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to the remaining subsections provisions of Article 12, except as expressly permitted pursuant to Section 23.3 below and any other express conditions or limitations set forth in this sectionLease, Tenant shall notmay, without the prior written consent of Landlord, (i) sublet up to an aggregate of 25% of the rentable square footage of the Facility, to concessionaires or other third party users or operators thereof, provided that any subletting to any party shall not individually as to any one such consent not to be unreasonably withheldsubletting, assignor in the aggregate, transfer materially diminish the actual or hypothecate potential Additional Rent payable under this Lease or any (ii) assign its rights hereunder to a joint venture or partnership in which Tenant holds a controlling interest herein and, in the case of a partnership, Tenant is a general partner. Except as otherwise permitted in the immediately preceding sentence, a conveyance, transfer, assignment or sublet the Premises or any part thereof. Any subletting of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part portion of the PremisesProperty shall not be permitted unless the consent of Landlord is first 49 56 obtained; provided, however, that Landlord hereby acknowledges notice that NHI has a lien on Tenant's leasehold estate under this Lease, and hereby consents to NHI or any nursing home affiliate thereof becoming the Tenant shall give notice to Landlord hereunder upon any foreclosure of such desirelien. Such consent by Landlord will not be unreasonably withheld if (x) the assignee assumes all obligations of Lessee under the Lease in a writing in form and content reasonably acceptable to Landlord, including (y) such assignee meets the namefinancial covenants applicable to Tenant hereunder and demonstrates such fact to Landlord's reasonable satisfaction, address and contact party for (z) no Event of Default is in effect and continuing hereunder. Landlord shall not unreasonably withhold its consent to any subletting or assignment, provided that the proposed assignee or subtenant, sublessee has a description financial condition comparable to the greater of such party(i) Tenant's business history, financial condition as of the effective Commencement Date or (ii) Tenant's financial condition as of the date of the proposed assignment or sublease subletting and (including the proposed occupancy date by the proposed assignee or sublessee), and w) in the instance case of a proposed subleasesubletting the sublessee shall comply with the provisions of Section 23.2, (x) in the square footage case of an assignment, (i) the assignee assumes in writing and agrees to be subleased, a floor plan professionally drawn to scale, depicting the proposed sublease area, keep and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include perform all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver Lease on the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth part of Tenant at the time Tenant executes this Leaseto be kept and performed, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit historycomplies with the covenants set forth in Section 28 hereof, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee assignment causes no violation of sublesseeany other covenants under this Lease by Tenant or the assignee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) the assignee becomes jointly and severally liable with Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Buildingperformance thereof, or would(y) an original counterpart of each such sublease and assignment and assumption, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received duly executed by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant and such sublessee or assignee, and other reasonable expenses incident to as the subletting or assignment, including standard leasing commissions) whether denominated rentals under the sublease or otherwise, which exceedcase may be, in form and substance satisfactory to Landlord, is delivered promptly to Landlord, and (z) in case of either an assignment or subletting, Tenant remains primarily liable, as principal rather than as surety, for the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion prompt payment of the premises subject to such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 for the performance and observance of all other obligations covenants and agreements to be performed by Tenant hereunder. The acceptance of rental by Landlord from any other person Tenant 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 hereofnot, without Landlord's approval, which Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or not unreasonably withhold, permit any part thereof are sublet and Tenant is in default under this Lease after person other than its Affiliates, to own at any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation time 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of beneficial interest in Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except Except as expressly permitted pursuant to this sectionotherwise provided herein, Tenant shall notnot 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”) to any Person without the prior written consent of Landlord. If the Tenant intends to effect a Transfer, then the Tenant shall give prior written notice to the Landlord of such consent not intent specifying the nature of the Transfer and the name of the proposed transferee and shall provide such information with respect to the proposed Transfer and the transferee as the Landlord may reasonably require. Tenant shall cause the Tenant, assignee or transferee to execute and deliver to the Landlord an agreement to be unreasonably withheldbound by the terms and provisions of this Lease as if the Tenant (to the extent of the subleased premises), assignassignee or transferee had executed this Lease in the place and stead of the Tenant. Landlord will, transfer within 30 days after having received written notice from the Tenant as set out above, notify Tenant in writing whether it consents or hypothecate does not consent to the Transfer, and if it does not consent, its reasons therefore. Tenant shall reimburse Landlord on demand for any reasonable costs that may be incurred by Landlord in connection with any proposed assignment including, the cost of investigating the acceptability of the proposed transferee and legal costs incurred in connection with the proposed assignment. Notwithstanding anything to the contrary provided herein, Tenant shall have the right, without Landlord’s consent but upon notice to Landlord accompanied by a copy of the relevant documents of assignment or sublease, to assign this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the BuildingAffiliate. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, The Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer or hypothecate assign this Lease or any interest herein or therein, nor sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest part with or share possession of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, without the prior written consent of the Landlord, which consent may be unreasonably withheld. (b) Notwithstanding and without prejudice to any other provision herein, in the event that the Tenant desires to assign, sublet or part with or share possession of all or any part of the Premises, or to transfer this Lease in any other manner, in whole or in part, or to transfer any estate or interest thereunder, then and so often as such event shall occur the Tenant shall give prior written notice to the Landlord of such desire, including the name, address and contact party for specifying therein the proposed assignee assignee, transferee, sublessee or occupier and shall provide to the Landlord such information on the nature of the business of the proposed assignee, transferee, sublessee or occupier and its financial responsibility and standing as the Landlord may reasonably require and the terms and conditions of the proposed assignment, transfer, sublease or possession and shall deliver to the Landlord a copy of the assignment, transfer or sublease intended to be executed by the Tenant and the assignee, transferee or subtenant, a description of such party's business historyand the Landlord shall, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice thereafter, notify the Tenant in writing, that: (which notice from Tenant shall, i) it consents; or (ii) it does not consent as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect aforesaid to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of assignment, transfer, subletting or parting with or sharing possession as the Premises for a term of less than the remaining Lease Termcase may be. (c) If Provided always that no such assignment, transfer, subletting or parting with or sharing possession shall: (i) in any manner release the Tenant from its obligations for the payment of the Rent and the observance and performance of the covenants, terms and conditions herein provided; or (ii) be made to any person, firm, partnership, or corporation carrying on any business which the Landlord elects is obliged to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved restrict by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and reason of any other obligations expressly stated in this Lease lease or contract relating to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon premises located on the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the PremisesLand. (d) If Landlord provides written notification to the Tenant electing not to recapture the Premises (is a corporation or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of if this Lease is assigned as aforesaid to a corporation, and if at anytime during the Term any part or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period all of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that the corporate shares or voting rights of shareholders of the Tenant shall have first obtained be transferred by sale, assignment, bequest, inheritance, trust, operation of law or other disposition, or treasury shares be issued so as to result in any such case a change in the control of the said corporation by reason of ownership of greater than fifty (50%) percent of the voting shares of the corporation or otherwise having changed from one person or group of persons to another person or group of persons without the prior written consent of Landlord to such transactionthe Landlord, which consent shall will not be unreasonably withheld or delayedwithheld, then and so often as such a change of control shall occur the Landlord shall have the right to terminate this Lease at anytime after such change of control by giving the Tenant sixty (60) days' prior written notice of such termination. If, however, Tenant This subparagraph 5.21(d) shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent apply to the proposed transactionTenant if on and from the Commencement Date the control of the Tenant is represented by shares listed on a security exchange regulated by governmental authority. The Tenant shall, whereupon upon request of the Landlord's right , make available to recapture the Premises (Landlord from time to time for inspection or such portion as copying or both, all books and records of the Tenant shall desire to sublease) shall be renewed upon which, alone or with other data, show the same terms and as otherwise provided in subsection (b) above. For purposes applicability or inapplicability of this Section 12(dsubparagraph 5.21(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums The Tenant shall not permit any part of the Premises to be used or occupied by any persons other economic consideration received by than the Tenant as a result or any subtenants permitted under subparagraph 5.21(b) and the employees of the Tenant and of any sublettingsuch permitted subtenant, assignment or license (except rental or other payments received which are attributable to the amortization and shall not permit any part of the cost of leasehold improvements made Premises to be used or occupied by any licensee or concessionaire, or permit any persons to be upon the sublet or assigned portion of Premises other than the premises by Tenant for subtenant or assigneeTenant, such permitted subtenants, and other reasonable expenses incident to the subletting or assignmenttheir respective employees, 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 such sublease or assignment) shall be divided evenly between Landlord customers and Tenant, others having business with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunderthem. (f) Regardless The Tenant shall insert in every permitted sublease of Landlord's consent, no subletting or the Premises a covenant by the sublessee with the sublessor to produce to the Landlord within one (1) month immediately following the making thereof a copy of every 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant sub-demised premises or any successor of Tenant in part thereof made by the performance of any of sublessee or the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successorpersons deriving title under it. (g) In The Tenant shall, at the request of the Landlord, require any assignee of the interests of the Tenant hereunder, at the time of such assignment, to enter into a written agreement with the Landlord whereby the assignee covenants and agrees with the Landlord to observe and perform all of the covenants, agreements, provisos, terms and conditions of this Lease, provided that if the Tenant fails to require the assignee to enter into such a written agreement at the Landlord's request the Landlord may refuse to grant its consent to the assignment, or where such consent is not required the assignment shall not be effective until such written agreement is executed by the assignee. Without in any way restricting the generality of the Landlord's right to refuse to consent to an assignment or subletting, the Landlord may refuse to grant its consent to an assignment or subletting in the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein containednot in good standing. (h) In connection with each proposed assignment or subletting of the Premises by Tenant, The Tenant shall forthwith upon demand by the Landlord, pay to or reimburse to the Landlord (i) an administrative such administration fee of $250 per request (including requests for as the Landlord Waiver) in order may reasonably charge from time to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneystime together with all solicitors' fees not to exceed $2,500.00 (i) Tenant mayand all other costs, after notice tocharges, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned and expenses incurred by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with the Tenant's request for consent to any assignment, subletting or parting with or sharing of its monetary obligations under this Lease in excess of $200,000possession.

Assignment and Subletting. 7.1 Tenant shall not assign, transfer or otherwise encumber (acollectively, "assign") Subject this Lease or all or any of Tenant's rights hereunder or interest herein, or sublet or permit anyone to use or occupy (collectively, "sublet") the Premises or any part thereof, without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed (subject to the remaining subsections remainder of this Article 12VII), except as expressly permitted pursuant provided no Event of Default exists under this Lease. For purposes of the immediately preceding sentence, it shall be reasonable for Landlord to withhold its consent if: (i) the proposed subtenant or assignee is engaged in a business, or the Premises will be used in a manner, that is inconsistent with the first‑class image of the Building; or (ii) the proposed use of the Premises is not in compliance with Article VI; or (iii) the initial Tenant (and Guarantor) does not remain liable for the payment of all rent and other charges payable by Tenant under this section, Lease and for the performance of all other obligations of Tenant shall not, under this Lease; or (iv) the proposed subtenant or assignee is a governmental or quasi‑governmental agency. No assignment or right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord, such . It is understood that there shall be no minimum rental rate requirements for any sublease and that a prospective tenant's financial condition shall not allow Landlord to deny consent not to be unreasonably withheld, assignprovided Tenant and Guarantor remain liable under the Lease. Any attempted assignment, transfer or hypothecate other encumbrance of this Lease or all or any of Tenant's rights hereunder or interest herein herein, and any sublet or sublet permission to use or occupy the Premises or any part thereof. Any of the foregoing acts without such consent thereof not in accordance with this Article VII, shall be void and of no force or effect. Any assignment or subletting, Landlord's consent thereto, the listing or posting of any name other than Tenant's, or Landlord's collection or acceptance of rent from any assignee or subtenant shall not be construed either as waiving or releasing Tenant from any of its liabilities or obligations under this Lease, or as relieving Tenant or any assignee or subtenant from the obligation of obtaining Landlord's prior written consent to any subsequent assignment or subletting. During any period that there exists an uncured Event of Default under this Lease, Tenant hereby authorizes each such assignee or subtenant to pay said rent directly to Landlord upon receipt of notice from Landlord specifying same. Landlord's collection of such rent shall not be construed as an acceptance of such assignee or subtenant as a tenant. Tenant shall not mortgage, pledge, hypothecate or encumber (collectively "mortgage") this Lease without Landlord's prior written consent, which consent may be granted or withheld in Landlord's sole, but reasonable discretion. Tenant shall pay to Landlord all of Landlord's actual reasonable, out-of-pocket, third party expenses (including reasonable attorneys' fees and accounting costs) incurred by Landlord in connection with Tenant's request for Landlord to give its consent to any assignment, subletting, or mortgage (not to exceed per any single request. Any sublease or assignment shall, at Landlord's option, be effected on forms reasonably approved by Landlord. Tenant shall deliver to Landlord a fully‑executed copy of each agreement evidencing a sublease or assignment within ten (10) business days after execution thereof. 7.2 Notwithstanding anything contained in this Article VII to the option contrary, provided no Event of Default exists hereunder, Tenant may, with not less than ten (10) days' prior or subsequent written notice to Landlord (which notice shall contain a written certificate from Tenant stating the legal and beneficial relationship of Tenant and the proposed assignee, transferee or subtenant) but without Landlord, terminate this Lease. Subject 's prior written consent and without being subject to subparagraph 12(i) Landlord's rights and Tenant's obligations set forth in Sections 7.4 and 7.5 below, this Lease shall not, nor shall any assign or transfer its entire interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign in this Lease or sublet all sublease the entire or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term to an Affiliate of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this LeaseTenant. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: subletting, Tenant (iand Guarantor) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease remain liable for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result payment of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assignee, all rent and other reasonable expenses incident to charges required hereunder and for 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 performance of the premises subject to such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 Notwithstanding the foregoing, if Tenant structures an assignment or sublease to an entity that meets the definition of an Affiliate of Tenant primarily for the purpose of circumventing the restrictions on subleases and assignments provided elsewhere in this Article VII, then such subtenant or assignee shall conclusively be deemed not to be an Affiliate and subject to all such restrictions. Subject to the preceding sentence, neither (i) the sale, transfer or issuance of any of the stock or other ownership interests of Tenant nor (ii) any non-bankruptcy reorganization of Tenant be deemed to constitute an assignment or other transfer of this Lease. 7.3 If at any time during the Lease Term Tenant desires to assign, sublet or mortgage all or part of this Lease or the Premises, then in connection with Tenant's request to Landlord for Landlord's consent where required, Tenant shall give to Landlord a Tenant's Sublease Request Notice. 7.4 If the proposed term with respect to the Proposed Sublet Space is (i) for the then remaining Lease Term and (ii) the Proposed Sublet Space is (or, when aggregated with other space being sublet or assigned by Tenant, will be) more than of the total number of rentable square feet in the Premises, then, except for any assignment, sublease or other transfer to an Affiliate, 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 of such termination within thirty (30) days after Landlord's receipt of Tenant's Sublease Request Notice. If the Proposed Sublet Space does not constitute the entire Premises and Landlord so terminates, then (a) Tenant shall tender the Proposed Sublet Space to Landlord on the Proposed Sublease Commencement Date and such space shall thereafter be deleted from the Premises, and (b) as to that portion of the Premises which is not part of the Proposed Sublet Space, this Lease shall remain in full force and effect except that Base Rent and additional rent shall be reduced pro rata. All costs of any construction required to permit the operation of the Proposed Sublet Space separate from the balance of the Premises shall be paid by Landlord. If the Proposed Sublet Space constitutes the entire Premises and Landlord so terminates, then Tenant shall tender the Proposed Sublet Space to Landlord, and this Lease shall terminate, on the Proposed Sublease Commencement Date. 7.5 If pursuant to any sublease or assignment (whether by operation of law or otherwise, including an assignment pursuant to the Bankruptcy Code or any Insolvency Law), the subtenant or assignee thereunder pays any amount in excess of the rent and other charges due under this Lease after deducting all customary transaction costs (including, but not limited to, brokerage fees, legal fees, free rent and any subtenant improvement expenses) incurred by Tenant in connection with the procurement of such sublease, assignment or other transfer, then, whether such net excess be in the form of an increased monthly or annual rental, a lump sum payment, payment (in excess of the market value thereof) for the sale, transfer or lease of Tenant's fixtures, leasehold improvements, or any other form of payment having the effect of a "disguised" rental payment (and if the subleased or assigned space does not constitute the entire Premises, the existence of such excess shall be determined on a pro‑rata basis), Tenant shall pay to Landlord, along with Base Rent, of any such net excess or other premium actually received by Tenant, which amount shall be calculated and paid by Tenant to Landlord on a monthly basis as additional rent; provided, however, Tenant shall not be required to pay Landlord any part of such net excess which is payable to Tenant during the first (1st) eighteen (18) months of the sublease term. Notwithstanding the foregoing, Landlord is not intending to receive any amounts considered to be based on the net income or profits of Tenant or any subtenant. Acceptance by Landlord from of any other person payments due under this Section shall not be deemed to be a waiver constitute approval by Landlord of any provision hereof. Consent to one assignment sublease or subletting assignment, nor shall not be deemed consent to such acceptance waive any subsequent assignment or subletting. In the event rights of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successorhereunder. (g) In the event that (i) the Premises or any part thereof are sublet 7.6 All restrictions and Tenant is in default under obligations imposed pursuant to this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection on Tenant shall be deemed a waiver to extend to any subtenant, assignee, licensee, concessionaire or other occupant or transferee, and Tenant shall cause such person to comply with such restrictions and obligations. Any assignee shall be deemed to have assumed obligations from and after the effective date of the provisions of this Article 12 with respect to such assignment and subletting, at Landlord's request shall execute promptly a document confirming such assumption. Each sublease is subject to the condition that if the Lease Term is terminated or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of Landlord succeeds to Tenant's interest in the Premises by Tenantvoluntary surrender or otherwise, Tenant at Landlord's option the subtenant shall pay be bound to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all balance of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy term of such assignment sublease and shall attorn to and recognize Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability as its landlord under this Lease by reason the then executory terms of such assignmentsublease. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to Sublessee shall not voluntarily or by operation of law assign this Sublease or enter into license or concession agreement, sublet all or any part of the remaining subsections Sublease Premises, or otherwise transfer, mortgage, pledge, hypothecate or encumber all or any part of Article 12, except as expressly permitted pursuant to Sublessee's interest in this section, Tenant shall notSublease or in the Sublease Premises or any part thereof, without the prior written consent of Landlord, such consent not Master Lessor (pursuant to be unreasonably withheld, assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this the Master Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances ) and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems Sublessor (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed). If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written Any attempt to do so without such consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) being first had and obtained shall be renewed upon the same terms wholly void and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have constitute a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations default by Sublessee under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable Sublease. Sublessee hereby irrevocably assigns to Sublessor all Rent and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of in any sublettingform, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assignee, and other reasonable expenses incident to the from any subletting or assignment, including standard leasing commissions) whether denominated rentals under and agrees that Sublessor, as assignee and as attorney-in-fact for Sublessee, or a receiver for Sublessee appointed upon Sublessor's application, may collect such Rent and other sums and apply the sublease or otherwise, which exceed, same against amounts owing to Sublessor in the aggregateevent of Sublessee's default; provided, however, that until the total occurrence of any act of default by Sublessee or Sublessee's subtenant, Sublessee shall have the right to collect such sums, provided that all sums in excess of the Minimum Monthly Rent set forth herein which Tenant is obligated any subtenant covenants to pay Landlord under this Lease (prorated shall belong solely and exclusively to reflect obligations allocable to that portion of the premises subject to such sublease Sublessor. Notwithstanding any assignment or assignment) shall be divided evenly between Landlord and Tenantsubletting, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person Sublessee shall not be deemed to be relieved of its obligations hereunder, and a waiver by Landlord of any provision hereof. Consent consent to one assignment or subletting shall not be deemed constitute a consent to any subsequent other assignment or subletting. In the event of default by any assignee of Tenant subletting 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. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignmentsection. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, without the Landlord’s prior written consent of Landlord, such (which consent shall not to be unreasonably withheld, assign, transfer conditioned or hypothecate this Lease delayed) assign all or any interest herein or sublet portion of the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shalllicense to use the Parking Areas provided hereunder; provided that, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as subject to the interest of terms and conditions hereof, Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If may at any time or from time to time during the term of this Lease Tenant desires to without Landlord’s consent, assign this Lease (or sublet all or any part portion of the Premises) to, or permit the use or occupancy of all or any portion of the Premises or the Parking Areas by, any Affiliate of Tenant so long as Tenant gives Landlord notice of such Affiliate assignment or sublease at least ten (10) business prior to such sublease or assignment, accompanied by an executed counterpart of any assignment or sublease agreement concerned (from which any financial terms may be redacted). No assignment or subletting shall relieve Tenant of its covenants and obligations under this Lease, and Tenant shall continue to be liable for the payment, satisfaction, and performance of all obligations of Tenant hereunder to the same extent as though no assignment or subletting had been made. Subject to the foregoing, this Lease shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and permitted assigns. If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease or sublet the Premises, then at least 10 business days before the date Tenant desires the assignment or sublease to be effective (the “Assignment Date”), Tenant shall give Landlord a notice to Landlord of (the “Assignment Notice”) containing such desire, including the name, address and contact party for information about the proposed assignee or subtenantsublessee, a description including the proposed use of such party's business historythe Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in or released or disposed of from the Premises, the effective date Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy of any proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee)in its final form, and in the instance of a proposed sublease, the square footage such other information as Landlord may deem reasonably necessary or appropriate to be subleased, a floor plan professionally drawn its consideration whether to scale, depicting the proposed sublease area, and a statement of the duration of the proposed sublease (which shall in any and all events expire by grant its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof)consent. Landlord may, at its option, and in its sole and absolute discretion, exercisable by giving written notice given to Tenant within thirty (30) 10 business days next following Landlord's after receipt of Tenant's notice the Assignment Notice: (which notice from Tenant shalli) grant such consent, as a condition of (ii) refuse such consent, in its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demisereasonable discretion, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and (iii) terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) described in the Assignment Notice as of the Premises for a term of less than the remaining Lease Term. Assignment Date (c) an “Assignment Termination”). If Landlord elects delivers notice of its election to recapture the Premises or a portion thereof as aforesaidexercise an Assignment Termination, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed the right to withdraw such obligations as are enumerated herein Assignment Notice by written notice to be performed by Landlord of such election within 15 business days after Landlord’s notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in connection with full force and effect. If Tenant does not withdraw such recaptureAssignment Notice, this Lease, and except the term and estate herein granted, shall terminate as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive of the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing Assignment Date with respect to the Premises (or space described in such lesser portion as shall have been recaptured by Landlord)Assignment Notice. The PremisesNo failure of Landlord to exercise any such option to terminate this Lease, or such portion thereof as Landlord shall have elected to recapturedeliver a timely notice in response to the Assignment Notice, shall be delivered by Tenant deemed to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's ’s consent to the proposed transactionassignment, whereupon Landlord's right to recapture the Premises (sublease or such portion as other transfer. Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for required to pay to Landlord a fee in connection with its consideration of any Assignment Notice and/or its preparation or review of any consent documents. As a condition to withhold its consent to any such assignment or sublease if: subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) a list of Hazardous Materials, certified by the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Leaseto be true and correct, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history intends to use, store, handle, treat, generate in or an unfavorable credit historyrelease or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or other reasonable evidence exists that disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the San Diego Facility, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the San Diego Facility (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the San Diego Facility for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities. The consent by Landlord to an assignment or subletting shall not relieve Tenant or any assignees of this Lease or any sublessees of the Premises from obtaining the consent of Landlord to any further assignment or subletting nor shall it release Tenant or any assignee or sublessee will experience difficulty in satisfying its financial or other obligations of Tenant from full and primary liability under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord Rent hereunder, or the acceptance of performance of any other term, covenant, or condition thereof, from any other person or entity shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect Lease or a consent to assignment and any subletting, assignment or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance other transfer of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignmentPremises. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject Section 12.1 - Covenant Not to Assign or Sublet Without Consent --------------------------------------------------------------- Tenant covenants that it will not assign, mortgage or encumber this Lease, nor sublease the remaining subsections Premises, or permit the Premises or any part of Article 12, except as expressly permitted pursuant the Premises to this section, Tenant shall notbe used or occupied by others whether voluntarily or by operation of law, without the prior written consent of Landlord, such consent Landlord in each instance. If Tenant is not to be unreasonably withheld, assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenantan individual, a description of such party's business history, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), and change 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt controlling ownership of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises directly or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recaptureindirectly, shall be delivered by Tenant deemed to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. IfLease; provided, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) Regardless of Landlord's consent, no subletting or assignment shall release Tenant sale 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 rental by Landlord from any other person stock on a publicly traded stock exchange shall not be deemed to be a waiver by an assignment of this Lease. If Tenant complies with Section 12.2 below, Landlord of any provision hereof. Consent shall not unreasonably withhold its consent to one the assignment or subletting sublease. Notwithstanding any other provision contained in this Lease to the contrary, Tenant shall be permitted to assign this Lease or sublease the Premises, in whole but not be deemed in part, without the consent of Landlord but upon not less than thirty (30) days prior notice to Landlord to any subsequent assignment (a) entity into which or subletting. In the event with which Tenant merges or consolidates, (b) parent, subsidiary or affiliate of default by any assignee of Tenant Tenant, or any successor of Tenant in the performance of any (c) transferee which acquires all or substantially all of the terms assets or outstanding membership interests, partnership interests, shares of capital stock or other ownership interests of Tenant, as long as the corporation into or with which Tenant has merged or consolidated or such transferee, as contemplated in (a) and (c) hereof, Landlord may proceed directly against Tenant without succeeds to all or substantially all of Tenant's store locations as of the necessity date thereof and provided that the tangible net worth of exhausting remedies against such assignee entity or successor. (g) In transferee shall be equal to the event that greater of (i) the Premises or any part thereof are sublet and tangible net worth of Tenant is in default under as of the date of this Lease after any applicable notice and right to cure, if anyLease, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the tangible net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver worth of Tenant as of the provisions date of the assignment of this Article 12 with respect to assignment and subletting, Lease. For the purposes of this section a "subsidiary" or the acceptance of such assignee or subtenant as Tenant hereunder, or a release "affiliate" of Tenant from further performance of the covenants herein containedshall mean: (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request"affiliate" shall mean any corporation or other entity which, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant maydirectly or indirectly, after notice tocontrols or is controlled by or is under control with Tenant. For this purpose, but without the consent of Landlord"control" shall mean possession, assign this Lease to an affiliated (i.e.directly or indirectly, a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar power to Tenant's net worth at direct or cause the Commencement direction of the Term as shown on a balance sheet dated December 2000, management and it shall deliver such assumption with a copy policies of such assignment to Landlord within ten corporation or other entity, whether through the ownership of voting securities (10or other ownership interests) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignmentcontract or otherwise. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this sectionsection and except for any leasehold mortgage granted by Tenant to a lender, Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheldwithheld or delayed, assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option shall constitute an Event of Landlord, terminate this LeaseDefault under Section 22(d). Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, scale depicting the proposed sublease area, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises if Tenant is proposing to sublet or assign the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided If Landlord fails to notify Tenant that it elects to recapture or not recapture the Premises (or so much thereof as Tenant proposed to sublease) after two notices from Tenant of its intent to sublease or assign, then Landlord shall be deemed to have elected not to recapture the Premises (or so much thereof as Tenant proposed to sublease). Tenant may revoke its notice to Landlord requesting consent to an assignment or sublet at any time prior to Landlord's right election on recapture. However, once Landlord elects to recapture such Tenant notice shall not apply be binding and Tenant shall be obligated to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of surrender such space within the Premises for a term of less than the remaining Lease Termtime period set forth in such notice. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlordset forth in such initial notice, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect respect, to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord shall be paid by Landlord, all . All of which the foregoing improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, specifications and shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease) or is deemed to have elected not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven five (75) months next following Landlord's notice to Tenant that it declines to recapture such space or deemed election not to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld withheld, conditioned or delayed. If Landlord fails to notify Tenant whether it approves or disapproves of its consent to such transaction (and Landlord does not elect to recapture), within the 30-day recapture notice period, or if not applicable, within 10 business days after Tenant's submission of its written request to assign or sublease, Landlord shall be deemed to have approved such transaction. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven five (75) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee portion of the Premises requested to be subleased renders the balance of the Premises unleasable as a separate area; or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project another property owned by Landlord or by its partners, or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Projectnegotiating; (viii) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any Except to a subsidiary, parent or affiliate of Tenant, any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly retained in its entirety by Landlord if Landlord or its agents procure a replacement tenant or it shall be split equally between Landlord and Tenant, with Tenant if Tenant is the procuring cause of such replacement Tenant and Landlord's portion being payable paid to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default an Event of Default exists under this Lease after any applicable notice and right to cure, if anyLease, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained. (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waivernon-disturbance agreements and Landlord's or its lender's waivers) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees (not to exceed $2,500.001,000 per request). (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated affiliate (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or mergedmerged ("Affiliate"), provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar equal to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000$10,000,000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. Tenant represents to Landlord that as of the Commencement Date, its net worth is approximately $160,000,000. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default at the time of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000such assignment.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, conditioned or delayed, assign, transfer transfer, mortgage or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Leasevoid. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If If, at any time or from time to time during the term of this Lease Tenant desires to (1) assign this Lease or (2) sublet all or any part more than twenty percent (20%) of the PremisesPremises (20,000 square feet) or (3) sublet for a term which would end during the last Lease Year, then Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee (i) Tenant's desire to sublet or subtenant, a description of such party's business history, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), assign and in the instance case of a proposed sublease, subletting (ii) the square footage proposed to be subleased, a floor plan professionally drawn to scale, depicting the proposed sublease area, sublet and a statement of the duration of the proposed sublease (which Landlord shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within have thirty (30) days next following (the "Notice Period") after Landlord's receipt of Tenant's such notice (which to give Tenant written notice from Tenant shall, as a condition of its effectiveness, include all election to recapture that portion of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's If Landlord shall not exercise the foregoing right of recapture within said Notice Period, Landlord shall be deemed to have waived its right to recapture such space. Within 120 days of the expiration of said Notice Period, or, in the event Landlord does not have the right to recapture then within a reasonable time of finding a proposed subtenant or assignee, Tenant shall provide Landlord the following information regarding the proposed subtenant or assignee: the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), a floor plan professionally drawn to scale, depicting the proposed sublease area, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof) and any other information Landlord may reasonably request with respect to such proposed subtenant or assignee. Landlord shall respond to Tenant's request for consent to said subletting or assignment within ten (10) business days of the date Landlord is in receipt of all of the foregoing information. In the event Landlord fails to respond with said time frame, Landlord's consent shall be deemed withheld to such sublet or assignment. Landlord shall not apply have a right to any "convenience subletting" of an aggregate of recapture if Tenant proposes to sublet less than fifteen twenty percent (1520%) of the Premises or proposes to sublet for a term of less than which would end prior to the remaining last Lease TermYear. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease, reasonable wear and tear and damage by casualty excepted. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), or if Landlord does not have the right to recapture, then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven five (75) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayedwithheld. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven five (75) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) opinion, the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iiiii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iii) the portion of the Premises requested to be subleased renders the balance of the Premises unleasable as a separate area; (iv) Tenant is proposing a sublease at a subrental rate which is materially less, in Landlord's reasonable documented opinion, than the then fair market subrental rate for the portion of the Premises being subleased or assigned, or Tenant is proposing to assign or sublease to an existing tenant of within the Building Building, or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for and the Landlord has comparable space in the Building or Project or within a two (2) mile radius of the ProjectBuilding to meet said party's needs; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four five (45) parking spaces per 1,000 rentable square feet of floor space, or (vivii) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgmentjudgement, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including but not limited to standard leasing commissionscommissions and reasonable attorneys' fees) 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 or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if anyLease, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained. (h) In connection with each proposed assignment or subletting of the Premises by TenantTenant to which Tenant must seek Landlord's consent, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for a Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.002,500. (i) Notwithstanding anything in this Lease to the contrary, Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e.i.e. an entity controlling, a corporation 50% controlled by or more of whose capital stock is owned by the same stockholders owning 50% or more of under common control with Tenant's capital stock), parent or subsidiary ) corporation of Tenant or to a corporation to which it sells or assigns all of or substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar equal to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000$10,000,000 (each, an "Affiliate"), and it shall deliver such assumption with a copy of such assignment to Landlord within ten thirty (1030) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Notwithstanding anything in this Lease to the contrary, Tenant may, after notice to, but without the consent of Landlord, sublet less than twenty percent (20%) of the Premises for a term of less than three years (which term may not end during the last two Lease Years) provided the following conditions are satisfied: (1) such subtenant's proposed business operation would not be inconsistent with the "Permitted Use " specified herein; (2) the portion of the Premises requested to be subleased would not render the balance of the Premises unleasable as a separate area; (3) the proposed subtenant is not an existing tenant within the Building, or another prospect with whom Landlord or its partners, or their affiliates are then negotiating and the Landlord has comparable space within a ten (10) mile radius of the Building to meet said party's needs and (4) each sublease is in writing and contains commercially reasonable terms, including a requirement to post a cash security deposit in the amount of not less than two months sub-rent. Tenant hereby assigns to Landlord the absolute right to all such security deposits, and Landlord hereby grants Tenant the license to hold and apply such security deposits which license shall terminate automatically upon an Event of Default. (k) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice two (2) times during the Term in connection with any of its monetary obligations under this Lease in excess of $200,000Lease.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall notnot voluntarily or by operation of law, without the prior written consent of Landlord(1) mortgage, such consent not to be unreasonably withheldpledge, assign, transfer hypothecate or hypothecate encumber this Lease or any interest herein herein, or sublet (2) assign or transfer this Lease or any interest herein, sublease the Premises or any part thereof. Any of , or any right or privilege appurtenant thereto, or allow any other person (the foregoing acts without such consent shall be void employees and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest invitees of Tenant by operation of law excepted) to occupy or by mergeruse the Premises, consolidation or asset saleany portion thereof, without first obtaining the written consent of Landlord, which consent shall not be withheld unreasonably as set forth below in this Paragraph ‎23, provided that Tenant is not then in Default under this Lease. Tenant shall not voluntarily or by operation of law assign or transfer any right or interest under this Lease, including, but not limited to, the right to initiate any collections, lawsuits, audits or other findings of fact. (b) If at any time When Tenant requests ▇▇▇▇▇▇▇▇’s consent to such assignment or from time to time during subletting, it shall notify Landlord in writing of the term name and address of this Lease Tenant desires to assign this Lease the proposed assignee or sublet all subtenant, the nature and character of the business of the proposed assignee or any part subtenant, and the proposed assignee’s or subtenant’s proposed use of the Premises, Tenant and shall give notice to Landlord of such desire, including the name, address and contact party provide current financial statements for the proposed assignee or subtenant, a description which financial statements shall be audited, or if audited financial statements are unavailable, such statements shall be certified by an executive officer of such party's business history, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee)subtenant, and shall in the instance of any event be prepared in accordance with reasonable accounting principles, consistently applied. Tenant shall also provide Landlord with a proposed sublease, the square footage to be subleased, a floor plan professionally drawn to scale, depicting the proposed sublease area, and a statement of the duration copy of the proposed sublease (which shall or assignment agreement, or, in any the case of an assignment by operation of law, a copy of the proposed agreement that would affect the assignment, in all cases including all material terms and conditions thereof, and all events expire other information reasonably requested by its terms prior to ▇▇▇▇▇▇▇▇ concerning the scheduled expiration of this Lease, proposed sublease or assignment and immediately upon the sooner termination hereof)parties involved therein. Landlord may, at its shall have the option, and in its sole and absolute discretion, exercisable by notice given to Tenant be exercised within thirty (30) days next following Landlord's of receipt of Tenant's notice the foregoing, to (which notice from 1) consent to the proposed assignment or sublease, or (2) refuse its consent to the proposed assignment or sublease, provided that (A) such consent shall not be unreasonably withheld so long as Tenant shallis not then in Default under this Lease, and (B) in the case of a sublease, as a condition of its effectivenessto providing such consent, include all of Landlord may require attornment from the above-enumerated information), elect proposed subtenant on terms and conditions acceptable to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Without otherwise limiting the criteria upon which Landlord elects may withhold its consent, Landlord shall be entitled to recapture consider all reasonable criteria including, but not limited to, the following: (1) whether the use to be made of the Premises by the proposed subtenant or a portion thereof as aforesaid, assignee will conflict with any so-called “exclusive” use then from and after in favor of any other tenant of the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recaptureBuilding or the Project, and except as to obligations and liabilities accrued and unperformed (and whether such use would be prohibited by any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms provision of this Lease, required to redeliver including any Rules and Regulations then in effect, or under applicable Laws, and whether such use imposes a greater load upon the Premises to Landlord upon and the expiration Building and Project services than imposed by Tenant, and (2) the creditworthiness and financial stability of the proposed assignee or sooner termination of this Leasesubtenant. In the event of a sublease of less than all any event, Landlord may withhold its consent to any assignment or sublease, if any one or more of the Premisesfollowing circumstances apply: (i) the actual use proposed to be conducted in the Premises or portion thereof conflicts with the provisions of Paragraph ‎9(a) or ‎(b) above or with any other lease which restricts the use to which any space in the Building or the Project may be put, (ii) the proposed assignment or sublease requires alterations, improvements or additions to the Premises or portions thereof, (iii) the portion of the Premises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and egress, or does not comply with governmental safety and other codes, (iv) the proposed subtenant or assignee is either a governmental or quasi-governmental agency or instrumentality thereof; (v) the proposed subtenant or assignee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the cost proposed subtenant or assignee, either (x) occupies space in the Project at the time of erecting any required demising wallsthe request for ▇▇▇▇▇▇▇▇’s consent, entrances and entrance corridorsor (y) is negotiating with Landlord or has negotiated with Landlord to lease space in the Project during the six (6) month period immediately preceding the date Landlord receives Tenant’s request for consent; or (vi) if the proposed subtenant or assignee is a Prohibited Person, and any other or further improvements required as defined in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the PremisesParagraph ‎48. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute approves an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, howeversubletting, Tenant shall not have assigned pay to Landlord, as Additional Rent, fifty percent (50%) of any Transfer Premium received by Tenant. The term “Transfer Premium” means all rent and additional rent paid by an assignee or subtenant in excess of the Rent payable by Tenant under this Lease (on a rentable square foot basis, if less than the entire Premises is transferred), after deducting Permitted Transfer Costs. As used herein, “Permitted Transfer Costs” means the actual costs incurred and paid by Tenant for (i) any third party leasing commissions that are reasonable and customary for the market in which the Premises are located, (ii) any tenant improvement allowance paid by Tenant to the assignee or sublet subtenant for improvements made in the Premises with Landlord's prior written consent as aforesaid within seven ’s approval, and (7iii) months next following Landlord's notice to all other reasonable costs and expenses incurred by Tenant that Landlord declines to recapture in connection with the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) abovetransfer. For purposes of this Section 12(d)the foregoing calculation, the leasing commissions and without limiting any tenant improvement allowance shall be amortized on a straight-line basis over the basis upon which Landlord may withhold its consent to any proposed term of the applicable assignment or sublease. If Tenant shall enter into multiple transfers, the parties agree that it Transfer Premium shall be calculated independently with respect to each transfer. The Transfer Premium due Landlord hereunder shall be earned and paid monthly, within fifteen (15) days after Tenant receives any Transfer Premium from the transferee. The assignment or sublease agreement, as the case may be, after approval by Landlord, shall not be unreasonable for Landlord to withhold its consent to such assignment amended or sublease if: (i) terminated without Landlord’s prior written consent, and shall contain a provision directing the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rent and other sums due thereunder directly to perform all other obligations to be performed by Tenant hereunder. The acceptance of rental by Landlord upon receiving written notice from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after with respect to the payment of Rent. In the event that, notwithstanding the giving of such notice, Tenant collects any applicable notice and right to cure, if any, rent or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent other sums from the assignee or subtenant subtenant, then Tenant shall hold such sums in trust for the benefit of Landlord and apply shall immediately forward the net amount collected same to the Landlord. ▇▇▇▇▇▇▇▇’s collection of such rent herein reserved; but no such collection and other sums shall be deemed a waiver not constitute an acceptance by Landlord of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of attornment by such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignmentsubtenant. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall notnot sublet the Leased Premises, without the prior written consent of Landlordnor any part thereof, such consent not to be unreasonably withheld, nor assign, transfer or hypothecate otherwise dispose of this Lease or any interest herein or sublet the Premises therein, or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice in each of the foregoing cases, which consent, however, to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes an assignment of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord subletting of the Leased Premises or part thereof, shall be in Landlord's reasonable discretion; (ii) sole and absolute discretion and, provided the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00following conditions complied with: (i) Tenant may, after notice to, but without Any assignment shall transfer to the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform assignee all of the Tenant's rights in, and interests under, this Lease. (ii) At the time of any assignment and/or subletting, this Lease must be in full force and effect without any breach or default thereunder on the part of the Tenant. (iii) Any assignee, shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all Tenant's obligations of Tenant under this LeaseLease including any accrued obligations at the time of the assignment. A copy of the assignment and assumption agreement, both in form and content reasonably satisfactory to Landlord, fully executed and acknowledged by the assignee, together with a certified copy of a property executed corporate resolution (if the assignee be a corporation) authorizing such assumption agreement, shall have a net worth at least substantially similar be sent to Tenant's net worth at Landlord, within ten (10) days from the Commencement effective date of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a assignment. (iv) A copy of such assignment any sublease fully executed and acknowledged by the Tenant and the sublessees, shall be mailed to Landlord within ten (10) days thereafterfrom effective date of such subletting. (v) Such assignment and/or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease and the Tenant--assignor and such assignee(s) shall continue to be and remain liable hereunder, it. being expressly understood and agreed that no assignment or subletting of the Leased Premises shall, in any way, relieve Tenant or any subsequent assignee(s) from the performance of any of the agreements, terms, covenants and conditions of this Lease. (vi) Each subleases permitted under this Section shall contain provisions to the effect that (A) such sublease is only for the actual use and occupancy by the sublessee, and provided (B) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord thereunder, and (C) in the event this Lease shall terminate before the expiration of such sublease, the subtenant thereunder will, at Landlord's option, attorn to Landlord and waive any rights the subtenant may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. (b) Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Leased Premises or to any assignment of this Lease, no subtenant shall assign its sublease no further sublease the Leased Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease nor sublease the Leased Premises, or any portion thereof, without Landlord's prior written consent in each of such cases, such consent shall be in Landlord's sole and absolute discretion. (c) Notwithstanding anything contained in this Lease to the contrary, should Tenant desire to assign this Lease or sublet the Leased Premises, it shall give written notice of its intention to do so to Landlord sixty (60) days or more before the effective date of such proposed subletting or assignment which notice shall state the name of the proposed subtenant a copy of the proposed sublease and the terms thereof, a financial statement of the proposed subtenant in a form and substance acceptable to the Landlord and Landlord may, at any time within thirty (30) days after the receipt of such notice from Tenant, cancel this Lease by giving Tenant written notice of its intention to do so, in which event such cancellation shall become effective upon the date specified by Landlord, but not less than thirty (30) days more than ninety (90) days after its receipt by Tenant, with the same force and effect as if said cancellation date were the date originally set forth as the expiration date of the term of this Lease. Landlord may enter into a direct lease with the proposed subtenant or assignee or with any other persons as Landlord may desire. (d) Tenant's failure to comply with all of the provisions and conditions of this Section 17 and all of the subsections hereof shall (whether or not Landlord's consent is required under this Section), at Landlord's option, render any purported assignment or subletting null and void and of no force and effect. (e) Tenant may not mortgage, pledge or otherwise encumber its leasehold estate hereunder, and any attempt to mortgage, pledge or otherwise encumber such estate shall be null and void and of no force and effect. (f) The Tenant may consolidate with or merge into any other corporation, convey or transfer all or substantially all of its assets to any other corporation, or permit any other corporation to consolidated with or merge into it upon condition that: (i) The corporation which results from such consolidation or merger or the transferee to which such sale shall have been made (the "Surviving Corporation") is a corporation organized under the laws of any State of the United States, and the Surviving Corporation shall have a net worth, computed in accordance with generally accepted accounting principles, consistently applied at least equal to the net worth of Tenant on the day immediately preceding such consolidation, merger or transfer; and (ii) the Surviving Corporation shall expressly and unconditionally assume by written agreement in recordable form to perform all such obligations of the Tenant hereunder and shall be obligated to perform all such obligations of the Tenant hereunder to the same extent as if the Surviving Corporation had originally executed and delivered this Lease; and (iii) no rights of Landlord under this Lease shall be affected or reduced by such consolidation, merger, conveyance or transfer. Tenants covenants that it will not merge or consolidate or sell or otherwise dispose of all or substantially all of its assets unless there shall be compliance with all of the foregoing provisions of subsection 17(g) of this Lease and unless the instrument referred to in subparagraph 17(f) (ii) above shall have been delivered to Landlord. (g) Notwithstanding anything to the contrary contained in this Lease, Landlord's consent to a subletting by Tenant or a portion of the Leased Premises shall not be released or discharged from any liability under this Lease by reason of such assignment.required, provided and on condition that: (ji) Anything in this Article 12 to the contrary notwithstanding, no assignment or Such sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted for no more than twice twenty-five (25%) percent of the area of the buildings comprising the Leased Premises: (ii) Tenant shall, during the one year period from the date of such sublease (and any renewals or extensions thereof), physically occupy no less than fifty (50%) percent of the area of the buildings comprising the Leased Premises; and (iii) Tenant, such proposed subtenant and the proposed sublease (as the case may be) shall comply in connection all respects with any the applicable provisions of its monetary obligations under subparagraphs (a)(ii), (a)(iv), (a)(v), (a)(vi), (b), and (d) of this Lease in excess of $200,000Article 17.

Assignment and Subletting. (a) Subject In the event that Tenant desires to assign this Lease or sublease the Demised Premises or any portion thereof to any other party, notice of such desire shall be given to Landlord in writing at least sixty (60) days prior to the remaining subsections proposed effective date of Article 12any such assignment or sublease. Such notice shall include, except in the case of a sublease, the area of the Demised Premises to be sublet and the proposed term of such sublease. Landlord shall have the option, exercisable within thirty (30) days of Landlord's receipt of Tenant's notice of intent, to recapture this Lease, in the case of an assignment, or, in the case of a sublease, to recapture the space intended to be sublet, if the gross floor area of the space to be sublet exceeds (in the aggregate including all prior subleases) thirty percent (30%) of the gross floor area of the Demised Premises, such recapture to occur as expressly permitted pursuant to this sectionof the proposed effective date set forth in Tenant's notice. In such event, Tenant shall notbe fully released from any and all obligations hereunder with respect to the Demised Premises, without in the prior written consent case of Landlordan assignment, such consent not or with respect to be unreasonably withheldthe space to have been sublet, assign, transfer or hypothecate this Lease or any interest herein or sublet in the Premises or any part thereofcase of a sublease. Any of the foregoing acts without such consent shall be void and shallsale or other transfer, at the option of Landlordwhether voluntary or involuntary, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset saleotherwise (including, without limitation, by consolidation, merger or reorganization), of a majority of the written consent voting stock of LandlordTenant, if Tenant is a corporation, or a majority of the partnership interests in Tenant, if Tenant is a partnership, shall be an assignment for purposes of this Paragraph 27 whether such transfer is accomplished in one transaction or a series of transactions; provided, however, that the initial public stock offering by Tenant or a successor entity and subsequent sales of stock sold on a nationally recognized exchange shall not constitute an assignment for purposes of this Paragraph 27. (b) If In the event that Landlord elects not to recapture the Demised Premises or the portion thereof to be sublet as hereinabove provided, whichever the case may be, Tenant may nevertheless assign this Lease or sublet the whole or any portion of the Demised Premises, subject to the Landlord's prior written consent, which consent shall not be unreasonably withheld and shall be granted or denied within fifteen (15) days of receiving Tenant's request therefor identifying the name and address of the proposed assignee or sublessee. Landlord's failure to respond within said fifteen (15) day time period shall be deemed to constitute consent. Any approval of such request shall be subject to the consent of any mortgagee or ground lessor, which consent shall also be granted or withheld within said fifteen (15) day period, and shall be subject to the following terms and conditions: (1) The assignee shall assume, by written instrument, all of the obligations of this Lease, and the sublessee shall agree, by written instrument, to be subject to all of the obligations of this Lease (but only to the extent applicable to the space sublet and for the term of the sublease), and a copy of such agreement shall be furnished to Landlord within ten (10) days of its execution. (2) Tenant and each assignee shall be and remain liable for the observance of all of the covenants and provisions of this Lease including, but not limited to, the payment of Fixed Rent, Additional Rent and other charges due hereunder through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. (3) 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 (excluding the proceeds of the sale of Tenant's personal property and trade fixtures at a price not in excess of depreciated book value), and fifty percent (50%) of all of the rent, as and when received, in excess of the rent required to be paid by Tenant for the area assigned or sublet. (4) In any event, the acceptance by Landlord of any rent from any of the subtenants or the failure of Landlord to insist upon the 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 term of this Lease. (5) The assignment or sublease shall provide that there shall be no further assignments and/or subletting without Landlord's consent in accordance with the provisions of this Paragraph 27. (c) Tenant shall pay the actual reasonable legal costs incurred by Landlord, up to a maximum of Seven Hundred Fifty Dollars ($750) per request, to cover its handling charges for each request for consent to any assignment or sublet which is subsequently approved by Landlord, such payment to be made within ten (10) days of Landlord's notice of approval. 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. (d) Notwithstanding anything to the contrary contained in this Lease, Tenant, without Landlord's prior written consent thereto and without being subject to the provisions of this Paragraph 27, except subsection (b)(2) which shall be applicable, shall have the right at any time or and from time to time during the term of this Lease Tenant desires time, to assign this Lease or sublet all or any part a portion of the PremisesDemised Premises to, Tenant shall give notice to Landlord of such desire, including or allow the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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 Demised Premises to be subleasedotherwise occupied by (i) any parent, a floor plan professionally drawn subsidiary, affiliate, group, or division of Tenant, or to scale, depicting the proposed sublease area, and a statement any purchaser of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt or substantially all of Tenant's notice (assets, or to any entity which notice from Tenant shall, as a condition of its effectiveness, include acquires all or substantially all of the above-enumerated information), elect to recapture the Premises outstanding capital stock of Tenant; or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee any entity arising from Tenant being restructured as a publicly held company; or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant entity arising as a result of a leveraged buyout, including any subletting, assignment or license (except rental or other payments received which are attributable subsequent sales of stock to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions) whether denominated rentals under the sublease public 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 or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunderapplicable. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, (a) assign, convey, mortgage, pledge or otherwise transfer this Lease, or hypothecate this Lease any part thereof, or any interest herein hereunder; (b) permit any assignment of this Lease, or any part thereof, by operation of law; (c) sublet the Premises or any part thereof. Any ; or (d) permit the use of the foregoing acts without such consent shall be void Premises, or any part thereof, by any parties other than Tenant, its agents and employees. Tenant shall, at the option by notice in writing, advise Landlord of Landlordits desire from, terminate this Lease. Subject to subparagraph 12(ion and after a stated date (which shall not be less than thirty (30) belowdays after date of Tenant’s notice), this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease Lease, or any part thereof, or to sublet any part or all of the Premises for the balance or any part of the Premises, Tenant shall give Term. Tenant’s notice to Landlord shall: state the name and address of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description subtenant and provide such financial information on the proposed assignee or subtenant as requested by Landlord; include all of such party's business history, the effective date terms of the proposed assignment or sublease (including whether contained in such assignment or sublease or in separate agreements) and state the proposed occupancy date by the proposed assignee or sublessee), consideration therefor; and in the instance of include a proposed sublease, the square footage to be subleased, a floor plan professionally drawn to scale, depicting the proposed sublease area, true and a statement of the duration complete and fully-executed copy of the proposed assignment or sublease (which shall in and any and all events expire other agreements relating thereto. In such event, Landlord shall have the right, to be exercised by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by giving written notice given to Tenant within thirty (30) days next following Landlord's after receipt of Tenant's notice (which notice from Tenant shall’s notice, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or space described in Tenant’s notice, and such portion as is proposed by Tenant to be sublet (and in each caserecapture notice shall, the designated and non-designated parking spaces included in this demiseif given, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), cancel and terminate this Lease with respect to the space being recapturedtherein described as of the date stated in Tenant’s notice. Provided If Tenant’s notice shall cover all of the Premises, and Landlord shall have exercised its foregoing recapture right, the Term of this Lease shall expire and end on the date stated in Tenant’s notice as fully and completely as if that date had been herein definitely fixed for the expiration of the Term. If, however, this Lease be cancelled with respect to less than the entire Premises, Base Rent and rent adjustments reserved herein shall be adjusted on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises, as described in this Lease, and this Lease as so amended shall continue thereafter in full force and effect. If Landlord's , upon receiving Tenant’s notice with respect to any such space, shall not exercise its right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after if Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant is not in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by default under the terms of this Lease, required Landlord will not unreasonably withhold its consent to redeliver Tenant’s assignment of the Premises Lease or subletting such space to the party identified in Tenant’s notice and upon the terms set forth in Tenant’s notice, provided, however, that in the event Landlord consents to any such assignment or subletting, and as a condition thereto, Tenant shall pay to Landlord ninety per cent (90%) of all profit derived by Tenant from such assignment or subletting. For purposes of the foregoing, profit shall be deemed to include, but shall not be limited to, the amount paid or payable to Tenant or any other party to effect or to induce Tenant or any third party to enter into any such transaction, and the amount of all rent and other consideration of whatever nature payable by such assignee or sublessee or a third party in excess of the Base Rent and rent adjustments payable by Tenant under this Lease. If a part of the consideration for such assignment or subletting shall be payable other than in cash, the payment to Landlord of its share of such non-cash consideration shall be in such form as is satisfactory to Landlord. Tenant shall and hereby agrees that it will furnish to Landlord upon request from Landlord a complete statement, certified by an independent certified public accountant, setting forth in detail the expiration computation of all profit derived and to be derived from such assignment or sooner termination of this Lease. In the event of a sublease of less than all of the Premisessubletting, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications such computation to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, generally accepted accounting principles. Tenant agrees that Landlord or its authorized representatives shall be performed by Landlord's contractorsgiven access at all reasonable times to the books, records and papers of Tenant relating to any such assignment or subletting, and Landlord shall be shared 50% by Tenant and 50% by Landlordhave the right to make copies thereof. Upon the completion The percentage of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations ’s profit due Landlord hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. paid to Landlord within two (d2) If Landlord provides written notification days of receipt by Tenant of all payments made from time to Tenant electing not time by such assignee or sublessee to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) aboveTenant. For purposes of this Section 12(d)the foregoing, and without limiting (a) if Tenant is a partnership, any change in the basis upon partners of Tenant, or (b) if Tenant is a corporation the voting stock of which Landlord may withhold its consent to is not listed on a nationally recognized security exchange, any proposed assignment transfer of any or sublease, all of the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth shares of stock of Tenant at by sale, assignment, operation of law or otherwise resulting in a change in the time Tenant executes present control of such corporation by the person or persons owning a majority of such shares as of the date of this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (iic) the proposed assignee transfer of all or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant substantially all of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius assets of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord an assignment within the meaning of this Article 21. Landlord’s consent to any provision hereof. Consent to one assignment or subletting sublease shall not be deemed operate as a consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant sublease 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. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed as a waiver of Landlord’s right to require Tenant to seek Landlord’s approval of all subsequent assignments and subleases. Any subletting or assignment hereunder shall not release or discharge Tenant of or from any liability, whether past, present or future, under this Lease, and Tenant shall continue fully liable thereunder. Any subtenant or assignee shall agree in a form satisfactory to Landlord to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease to the extent of the space sublet or assigned, and Tenant shall deliver to Landlord promptly after execution, an executed copy of each such sublease or assignment and an agreement of compliance by each such subtenant or assignee. Tenant agrees to pay to Landlord, on demand, all reasonable costs incurred by Landlord (including fees paid to consultants, brokers, accountants and attorneys) in connection with any request by Tenant for Landlord to consent to any assignment or subletting by Tenant. Any sale, assignment, mortgage, transfer, or subletting of this Lease which is not in compliance with the provisions of this Article 12 shall be of no effect and void. Notwithstanding any requirement for Landlord to consider, solicit or obtain a sublease or assignment, whether statutory or otherwise, Landlord and Tenant expressly agree that Landlord’s obligation with respect to such sublease or assignment and subletting, shall arise only when Tenant submits such sublease or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in the manner set out in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,00021.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, such which consent shall not to be unreasonably withheld, withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer or hypothecate this Lease or any interest herein hereunder, or sublet sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereofthereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the foregoing acts without remaining obligations of Tenant that accrue following such consent assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall be void not work a merger and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part existing sublease or may, at the option of the PremisesLandlord, Tenant shall give notice operate as an assignment to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall Tenant’s interest in any and or all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Termsubleases. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld(i)sell, assign, convey, mortgage, pledge, encumber or otherwise transfer or hypothecate this Lease or any interest herein (whether voluntarily, by operation of law, or otherwise), (ii) sublet the Premises or any part portion thereof. Any , or (iii) permit any one other than Tenant to occupy or use the Premises or any portion thereof; and any attempt to consummate any of the foregoing acts without such Landlord's written consent shall be void and shall, at void. Landlord may deny or withhold its consent to any of the option of Landlord, terminate this Lease. Subject to subparagraph 12(iforegoing (i) below, this Lease shall not, nor shall through (iii) for any interest herein, be assignable as to the interest of Tenant by operation of law reason or by merger, consolidation or asset sale, without the written consent of Landlordfor no reason. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the PremisesPremises or to assign this Lease, Tenant shall give notice submit such request to Landlord of such desirein writing, including the name, address and contact party for the proposed assignee or subtenant, together with a description of such party's business history, the effective date copy of the proposed assignment or sublease (including and such additional information concerning the proposed occupancy date assignee or sublessee as may be requested by Landlord for Landlord's review. If Landlord, in its discretion, approves in writing the terms of the proposed assignment or sublease and the proposed assignee or sublessee), and in the instance but a fully executed counterpart of a proposed sublease, the square footage such assignment or sublease is not delivered to be subleased, a floor plan professionally drawn to scale, depicting the proposed sublease area, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) calendar days next following after the date of Landlord's receipt of Tenantwritten approval, then Landlord's notice (which notice from Tenant shall, as a condition of its effectiveness, include all approval of the above-enumerated information), elect to recapture the Premises proposed assignment or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant sublease shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, automatically withdrawn and shall be shared 50% by Tenant deemed null and 50% by Landlordvoid. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification As a condition to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice provided for in this Paragraph 19, the assignee or subtenant shall agree in writing to Tenant that Landlord declines to recapture comply with and be bound by all of the Premises (or such portion thereof as Tenant initially sought to sublease)terms, then in such eventcovenants, conditions, provisions and agreements of this Lease, and Tenant shall again be required deliver to request Landlord promptly after execution an executed copy of said sublease or assignment and an agreement of said compliance by each sublessee or assignee, Landlord's consent to any assignment or subletting shall not release Tenant from any of Tenant's obligations hereunder or be deemed to be a consent to any other or subsequent assignment or subletting. Tenant agrees to pay to Landlord, on demand, reasonable costs incurred by Landlord in connection with any request by Tenant for Landlord to consent to any assignment or subletting by Tenant. (c) Notwithstanding the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes giving by Landlord of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) with respect to the proposed Premises, no assignee or sublessee shall have a net worth less than the net worth may exercise any expansion option, right of Tenant at the time Tenant executes this Leasefirst refusal option, or which is otherwise not acceptable to Landlord renewal option under this Lease except in Landlord's reasonable discretion; (ii) the proposed accordance with a separate written agreement entered into directly between such assignee or sublessee shall have no reliable credit history and Landlord. (d) Any transfer after the date hereof, whether to one or an unfavorable credit historymore persons or entitles and whether at one or more different times, of a controlling interest in Tenant (whether Tenant is a corporation, partnership, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee entity), whether voluntarily, by operation of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partnerslaw, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to otherwise, shall be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions deemed an assignment of this Lease, would or might reasonably violate Lease within the terms meaning of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Buildingthis Paragraph 19. (e) Any sums or other economic consideration received by Tenant as a result of any sublettingIf, assignment or license (except rental or other payments received which are attributable to with the amortization consent of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assigneeLandlord, 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee interest therein is assigned or successor. (g) In the event that (i) the Premises or any part thereof are is sublet and Tenant is in or occupied by anybody other than Tenant, Landlord may, after default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent rent from the assignee assignee, subtenant or subtenant occupant, and apply the net amount collected to the Base Rental and additional rent herein reserved; , but no such assignment, subletting, occupancy, or collection shall be deemed (i) a waiver of any of Tenant's covenants contained in this Lease, the provisions acceptance by Landlord of this Article 12 with respect to assignment and sublettingthe assignee, subtenant or occupant as Tenant, or the acceptance of such assignee or subtenant as Tenant hereunder, or (iii) a release of Tenant from further performance by Tenant of the its covenants herein containedunder this Lease. (hf) In connection with each proposed assignment If this Lease is assigned or subletting of the Premises or any part thereof is sublet or occupied by anyone other than Tenant, then Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) Landlord, in order addition to defer Landlord's administrative expenses arising any other amounts owing hereunder, all compensation received by Tenant from such requestassignee or subtenant with respect to such assignment or subletting, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant mayover and above the amount of Base Rental, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% additional rent or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant other sums owing under this Lease, shall have a net worth at least substantially similar whether such additional compensation to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default the form of a lump sum payment, monthly payment or has previously defaulted more than twice otherwise; such additional compensation or any installment thereof shall be payable by Tenant to Landlord as and when received by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in connection with any of its monetary obligations under this Lease in excess of $200,000such additional compensation to Landlord.

Assignment and Subletting. (a) Subject to 16.1 No assignment of this Lease or sublease of all or any part of the remaining subsections of Article 12Premises shall be permitted, except as expressly permitted pursuant to provided in this section, Article 16. 16.2 Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer 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. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlordvoid. (b) 16.3 If at any time or from time to time during the term of this Lease Term Tenant 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 such desirethe proposed assignment or sublease, including and the name, address and contact party for identity of the proposed assignee or subtenant, a description . Tenant shall promptly supply Landlord with such information concerning the business background and financial condition of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof)subtenant as Landlord may reasonably request. Landlord may, at its shall have the option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty twenty (3020) days next following Landlord's receipt of after Tenant's ’s notice (which notice from Tenant shallis given, as a condition of its effectiveness, include all of to terminate the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease lease with respect to the portion of Premises that are proposed to be assigned or sublet. If Landlord does not exercise such option, Tenant may assign the Lease or sublet such space being recaptured. Provided Landlord's to such proposed assignee or subtenant on the following further conditions: (a) Landlord shall have the right to recapture approve such proposed assignee or subtenant, which approval shall not apply be unreasonably withheld, conditioned or delayed; (b) The assignment or sublease shall be on the same material terms set forth in the notice given to any "convenience subletting" Landlord, which terms shall include all of an aggregate of less than fifteen percent (15%Tenant’s costs associated with such assignment or sublease described in Section 16.3(e) of the Premises for a term of less than the remaining Lease Term.below; (c) If Landlord elects to recapture 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 a portion thereof as aforesaid, then from and after the effective date thereof as approved by sublease has been delivered to Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises.; (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed No assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing further right to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate sublet except on the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building.herein contained; and (e) Any Seventy-five percent (75%) of any sums or other economic consideration received by Tenant as a result of any such assignment or subletting, however denominated under the assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions) whether denominated rentals under the sublease or otherwisesublease, 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 that any portion of the premises subject Premises subleased), plus (ii) any real estate brokerage commissions or fees, attorney’s fees payable in connection with such assignment or subletting, plus (iii) the costs of any improvements made to the Premises in connection with such sublease assignment or assignmentsubletting, plus (iv) the cost or expense of any other concessions made by Tenant in connection with such assignment or subletting, which shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable paid to Landlord as Additional Rental additional rent under this Lease within ten (10) business days after receipt by Tenant, without affecting or reducing any other obligation obligations of Tenant hereunderunder this Lease. 16.4 Notwithstanding the provisions of paragraphs 16.3(a) and 16.3(b) above, Tenant shall have the right to assign this Lease or sublet the Premises or any portion thereof, without Landlord’s consent and without application of any recapture or termination option to Landlord, to any business entity which controls, is controlled by or is under common control with Tenant, or to any business entity 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 (fi) Regardless the assignee or sublessee assumes, in full, the obligations of Tenant under this Lease, (ii) Tenant remains fully liable under this Lease, and (ii) the use of the Premises under Article 8 remains unchanged. Notwithstanding anything to the contrary in this Section 16, Landlord's consent, no ’s consent shall not be required in connection with the transfer of any stock of Tenant so long as the stock of Tenant is listed for trading on the American Stock Exchange or the New York Stock Exchange or authorized for quotation on the NASDAQ National Market or other nationally recognized stock exchange and the provisions of Sections 16.2 and 16.3 above shall not apply to such transfers of Tenant’s stock. 16.5 No subletting or assignment shall release Tenant of Tenant's obligation ’s obligations under this Lease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunderhereunder except as may be expressly provided in any writing signed by Landlord. The acceptance of rental 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 an assignee or subtenant 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 assignee, subtenant or successor. Landlord may consent to subsequent assignments of the Lease or sublettings 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. (g) In 16.6 If Tenant assigns the event that (i) Lease or sublets the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of LandlordLandlord to any assignment or subletting, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writingupon demand, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to reimburse Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from for any liability under this Lease attorneys’ fees reasonably incurred by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice Landlord in connection with any of its monetary obligations under this Lease in excess of $200,000such request.

Assignment and Subletting. (a) Subject Lessee may sublet all or any portion of the Premises for the Primary Term, the Basic Term and the Extended Term of this Lease and may assign its interest in this Lease. Each such sublease and assignment shall expressly be made subject to the remaining subsections provisions hereof. No such sublease or assignment shall modify or limit any right or power of Article 12Lessor hereunder or affect or reduce any obligation of Lessee hereunder, except and all such obligations shall be those of Lessee and shall continue in full force and effect as obligations of a principal and not of a guarantor or surety, as though no subletting or assignment had been made. Neither this Lease nor the Term hereby demised nor Lessee’s interest in any sublease of the Premises or the rentals payable thereunder may be mortgaged or pledged by Lessee. Any mortgage, pledge, sublease or assignment made otherwise than as expressly permitted pursuant by this Section 4.01 or the Section 7.04 shall be void. Lessee shall, within 30 days after the execution of any sublease until the Bond Date and, thereafter, semi-annually on each May 31 and November 30, deliver to Lessor a summary of the terms thereof (or, after the Bond Date, of any sublease entered into during such semi-annual period), including at least the name of the tenant, the premises sublet, the term of the sublease (including any options to extend such term) and the rent payable under such sublease. Lessee shall, within 10 days after the execution of any assignment of this sectionLease, Tenant shall notdeliver a duly executed assumption by the assignee and a confirmation by Lessee that it remains primarily obligated hereunder. (i) After the Bond Date, without Lessor shall, within 30 days after the request of Lessee, provided that no event of default hereunder has occurred and is continuing, Lessee has provided a true and correct copy of the executed sublease to Lessor with or prior written consent of Landlordto such request, such consent not sublease is a Qualifying Sublease and is in form and substance reasonably acceptable to be unreasonably withheldLessor, assign, transfer or hypothecate this Lease or any interest herein or sublet execute and deliver to a subtenant of the Premises or any part thereof. Any portion thereof an agreement (the “Lessor NDA”) containing at least the provisions annexed to this Lease as Schedule E, which may be recorded, stating in substance that, so long as such subtenant shall not be in default of any of its obligations under a Qualifying Sublease (hereinafter defined) beyond any notice and the expiration of any applicable cure or grace period, such subtenant’s subleasehold estate shall not be terminated or disturbed by reason of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term termination of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease the default of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such spaceLessee hereunder, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) such subtenant shall attorn to and recognize Lessor as the Premises or any part thereof are sublet sublandlord under such Qualifying Sublease and Tenant is in default (ii) such Qualifying Sublease shall require, or, upon the attornment referred to herein, the Lessor NDA shall require, the payment by such sublessee of rent equal to the greater of (A) rent payable under such Qualifying Sublease and (B) to the sum of the Basic Rent payable under this Lease after any applicable notice for such portion of the Premises covered by the Qualifying Sublease (prorated on a square foot basis based on the square footage covered by such Qualifying Sublease) and right to cure, if any, or the Additional Rent payable under Section 2.01 of this Lease (based on the square footage covered by such Qualifying Sublease). (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection Lessee shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request reimburse Lessor on demand for any out-of-pocket expenses (including requests for Landlord Waiverwithout limitation reasonable legal fees and disbursements and consulting fees of any broker) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned incurred by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice Lessor in connection with any the granting of its monetary obligations the Lessor NDA under this Lease in excess of $200,000Section 4.01.

Assignment and Subletting. (a) Subject to No assignment of this Lease or sublease of all or any part of the remaining subsections of Article 12Premises shall be permitted, except as expressly permitted pursuant to provided in this sectionSection 16. 16.1 Except as provided below, Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer 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. Subject to subparagraph 12(i) below, this This Lease shall not, nor shall any interest of Tenant herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) 16.2 If at any time or from time to time during the term of this Lease Term Tenant 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 such desirethe proposed assignment or sublease, including and the name, address and contact party for identity of the proposed assignee or subtenant, a description . Tenant shall promptly supply Landlord with such information concerning the business background and financial condition of such party's business history, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), and in subtenant as Landlord may reasonable request. Tenant may assign the instance of a Lease or sublet such space to such proposed sublease, the square footage to be subleased, a floor plan professionally drawn to scale, depicting the proposed sublease area, and a statement assignee or subtenant upon satisfaction of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term.conditions: (ci) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected the right to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling approve such proposed assignee or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transactionsubtenant, which consent approval shall not be unreasonably withheld withheld; (ii) The assignment or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) sublease shall be renewed upon on the same terms and as otherwise provided set forth in subsection the notice given to Landlord; (biii) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed No assignment or sublease, sublease shall be valid and no assignee or sublessee shall take possession of the parties agree that it shall not be unreasonable for Landlord to withhold its consent to Premises until an executed counterpart of such assignment or sublease if: has been delivered to Landlord; (iiv) the proposed No assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing further right to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate sublet except on the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.; and

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, A. Tenant shall notnot transfer or assign this Lease, or any right or interest hereunder, nor sublet said premises or any part thereof, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. Ifwithheld) and approval of Landlord provided, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written that such consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: unreasonably withheld so long as (i) the proposed assignee or sublessee shall have a net worth less than the net worth of is as financially and morally responsible as Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; and (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists satisfactory to Landlord is offered to show that the proposed assignee or sublessee will experience difficulty in satisfying its financial is likely to conduct on said premises a business of a quality substantially equal to that conducted by Tenant. No transfer or other obligations assignment, whether voluntary or involuntary, by operation of law, under this Lease; (iii) the proposed assignee of sublesseelegal process or proceedings, by receivership, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partnersbankruptcy, or their affiliates are then negotiating for space in the Building otherwise, and no subletting shall be valid or Project effective without such prior written consent and approval. Should Tenant attempt to make or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities suffer to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of made any such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any sublettingtransfer, assignment or license (subletting, except rental as aforesaid, or other payments received which are attributable to the amortization should any of the cost of leasehold improvements made to the sublet Tenant's rights under this Lease be sold or assigned portion of the premises otherwise transferred by Tenant for subtenant or assignee, and other reasonable expenses incident to the subletting under court order or assignment, including standard leasing commissions) whether denominated rentals under the sublease legal process or otherwise, which exceedor should Tenant be adjudged insolvent or bankrupt, then and in any of the aggregateforegoing events Landlord may, the total sums which Tenant is obligated to pay Landlord under at its option, terminate this Lease (prorated forthwith by written notice thereof to reflect obligations allocable to that portion of the premises subject to such sublease or assignment) shall be divided evenly between Tenant. Should Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent such transfer, assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance , such consent shall not constitute a waiver of any of the terms hereofrestrictions of this Article and the same shall apply to each successive transfer, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee assignment or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to curesubletting hereunder, if any. B. If Tenant hereunder is a corporation, an unincorporated association, or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of Forty-nine per cent (ii49%) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of an assignment within the meaning and provisions of this Article 12 with respect to assignment and sublettingArticle; provided, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e.however, a corporation 50% transfer or more assignment of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or any such stock or with which it may be consolidated interest by a shareholder or mergedmember to his spouse, provided such purchasing, consolidated, merged, affiliated children or subsidiary corporation shall, in writing, assume and agree to perform all of grandchildren is excepted from the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignmentforegoing provision. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject A. Lessee shall have the right to the remaining subsections of Article 12assign, except as expressly permitted pursuant to sublet, transfer or encumber this sectionLease, Tenant shall notor any interest therein, without with the prior written consent of LandlordLessor, such which consent will not to be unreasonably withheld. Any attempted assignment, assignsubletting, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any encumbrance by Lessee in violation of the foregoing acts without such consent terms and covenants of this Paragraph shall be void and shallvoid. Notwithstanding the foregoing, at Lessee shall have the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires right to assign this Lease or sublet all or to any part of the Premises, Tenant shall give notice to Landlord of affiliate (as such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), and term is defined in the instance Securities Act of a proposed sublease1933) provided that such assignment is in form satisfactory to Lessor. Any assignee, the square footage to be subleased, a floor plan professionally drawn to scale, depicting the proposed sublease area, and a statement sublessee or transferee of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following LandlordLessee's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated interest in this Lease (all such assignees, sublessees and transferees being hereinafter referred to survive the expiration or sooner termination as "Transferees"), by assuming Lessee's obligations hereunder, shall assume liability to Lessor for all amounts paid to persons other than Lessor by such Transferees in contravention of this Lease)Paragraph. No assignment, Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect subletting or other transfer, whether consented to the Premises (by Lessor or such lesser portion as shall have been recaptured by Landlord). The Premises, not or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations permitted hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment relieve Lessee of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the If an event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) occurs while the Premises or any part thereof are sublet and Tenant is assigned or sublet, then Lessor, in default under this Lease after addition to any applicable notice and right to cure, if anyother remedies herein provided, or (ii) provided by law, may collect directly from such Transferee all rents payable to the Lessee and apply such rent against any sums due Lessor hereunder. No such collection shall be construed to constitute a novation or a release of Lessee from the further performance of Lessee's obligations hereunder. The sale or transfer of Lessee's stock is not a prohibited assignment. B. If this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee to any person or subtenant and apply the net amount collected entity pursuant to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 the Bankruptcy Code, 11 U.S.C. (S) 101 et seq., (the "Bankruptcy Code"), any and all monies or other consideration payable or otherwise to be delivered in connection with respect such assignment shall be paid or delivered to assignment Lessor, shall be and subletting, remain the exclusive property of Lessor and shall not constitute property of Lessee or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting estate of Lessee within the meaning of the Premises by Tenant, Tenant Bankruptcy Code. Any and all monies or other considerations constituting Lessor's property under the preceding sentence not paid or delivered to Lessor shall pay be held in trust for the benefit of Lessor and be promptly paid or delivered to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order Lessor. C. Any person or entity to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign which this Lease is assigned pursuant to an affiliated (i.e.the provisions of the Bankruptcy Code, a corporation 50% shall be deemed, without further act or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock)deed, parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform have assumed all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability arising under this Lease by reason on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Lessor an instrument confirming such assumption. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. For so long as this Sublease continues in effect between Sublessor and Sublessee, the following provisions shall apply with respect to any assignment and/or subletting of the Sublet Space by Sublessee: a. CONSENT REQUIRED. Sublessee shall not directly or indirectly (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall notincluding, without the prior written consent limitation, by merger, consolidation, reorganization, acquisition or other transfer of Landlordany interest in Sublessee or by transfer to any parent, such consent not to be unreasonably withheldsubsidiary or affiliate of Sublessee), voluntarily or by operation of law, sell, assign, encumber, mortgage, pledge or otherwise transfer or hypothecate this Lease or any interest herein or sublet the Premises all or any part thereof. Any of its interest in or rights with respect to this Sublease or the Sublet Space (collectively, "Assignment"), or permit all or any portion of the foregoing acts without such consent shall Sublet Space to be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant occupied by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease anyone other than itself or sublet all or any part portion of the PremisesSublet Space (including, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVACany sublease to, electricalor occupancy by, plumbingany parent, firesubsidiary or affiliate of Sublessee) (collectively, life safety and security systems (if any"Sublease"), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlordwithout obtaining Sublessor's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transactionin each instance, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall In determining whether or not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to a proposed Assignment or Sublease, Sublessor may consider the proposed transactionfollowing factors, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes among others, all of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease ifare deemed reasonable: (i) whether the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes subtenant has sufficient financial capability to perform its obligations under this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretionSublease; (ii) whether the proposed use of the Sublet Space by the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that subtenant is consistent with the Permitted Uses set forth in the Defined Terms section of this Sublease; and (iii) whether Landlord has consented in writing to the proposed assignee Assignment or sublessee will experience difficulty Sublease (it being understood that a condition to Sublessor's consent to any Assignment or Sublease is Landlord's written consent to the same). Any Assignment or Sublease that is not in satisfying compliance with this Section 12 shall be null and void and, at the option of Sublessor, shall constitute a noncurable default by Sublessee under this Sublease, and Sublessor shall be entitled to pursue any right or remedy available to Sublessor under this Sublease or under the laws of the State of California. No Assignment or Sublease shall release or relieve Sublessee of its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 hereunderSublease. The acceptance of rental Rent by Landlord Sublessor from any other person shall not be deemed to be a waiver by Landlord Sublessor of any provision hereofof this Sublease or to be a consent to any Assignment or Sublease. Consent to one assignment (1) Assignment or subletting Sublease shall not be deemed to constitute consent to any subsequent assignment attempted Assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successorSublease. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, the Landlord in each instance; (1) assign, transfer transfer, mortgage, pledge, hypothecate or hypothecate encumber, or subject to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it; (ii) allow to exist or occur any transfer of or lien upon this Lease or the Tenant's interest herein or by operation of law; (iii) sublet the Leased Premises or any part thereof. Any ; or (iv) permit the use or occupancy of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all Leased Premises or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party thereof for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall purpose not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises provided for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment under Section 4.00 of this Lease or a sublease agreement (by anyone other than Tenant and Tenant's employees. In no event shall this Lease be assigned or assignable by voluntary or involuntary bankruptcy proceedings or otherwise, and in each case no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings. Notwithstanding anything to the contrary contained in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such spacethis Section 13.00, provided that Tenant shall have first obtained in any such case the right, without the prior written consent of Landlord Landlord, to such transactionsublease the Leased Premises, which consent or to assign this Lease to an Affiliate (as hereinafter defined) provided said assignment or sublease shall not be unreasonably withheld release or delayed. Ifdischarge tenant of or from any liability, howeverwhether past, present or future, under this Lease, and Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) abovecontinue fully liable hereunder. For purposes of this Section 12(d)13.00, and without limiting the basis upon "Affiliate" shall be deemed to mean any corporation or other business entity which is currently owned or controlled by, owns or controls, or is under common ownership or control with Tenant or purchases 100% of Tenant's assets. If Tenant shall, by notice in writing, advise Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it intends, on a stated date (which shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than sixty (60) days after the net worth of Tenant at the time Tenant executes this Leasedate Landlord receives Tenant's notice), or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or transfer its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant interest as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar or to Tenant's net worth at the Commencement sublet any part or all of the Term as shown on a Leased Premises for the balance sheet dated December 2000Any subletting or assignment and collection of Rent from said subtenant or assignee hereunder shall not release or discharge Tenant of or from any liability, whether past, present or future, under this Lease, and it Tenant shall continue fully liable hereunder. The subtenant or subtenants or assignee shall agree to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease to the extent of the space sublet or assigned, and Tenant shall deliver such assumption with a to Landlord promptly after execution an executed copy of each such sublease or assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released an agreement of compliance by each such subtenant or discharged from any liability under this Lease by reason of such assignmentassignee. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to Lessee shall not assign, encumber or sublease its interest under this Lease without the remaining subsections prior written consent of Article 12Lessor, except as expressly permitted pursuant to that Lessee may (i) assign 100% of its interest under this sectionLease, Tenant shall notor (ii) sublease the Premises, in whole or in part, without the prior written consent of LandlordLessor so long as such assignment or sublease is made to or with an affiliate or subsidiary of Lessee, or any entity which is either wholly or partially owned or controlled by the shareholders of Lessee (each a "Lessee Affiliate"). A merger or consolidation by Lessee with or into a third party shall constitute an assignment of this Lease but shall not be subject to Section 10(b) hereof. Any assignment or sublease hereof shall satisfy the conditions set forth in this Section 10. No such assignment or subletting shall affect or reduce any obligations of Lessee or rights of Lessor hereunder and all obligations of Lessee hereunder shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety, as though no assignment or subletting had been made. (b) During the Term, Lessee may assign or sublease all or a portion of the Premises upon the following terms and conditions: Lessee (i) shall, at least 30 days prior to the execution of any such assignment or sublease, deliver to Lessor notice of Lessee's intention to assign or sublet, which shall include the identity of the proposed assignee or sublessee, the most recent annual and quarterly financial statements of the proposed assignee or sublessee (if not a Lessee Affiliate), a copy of such proposed assignment or sublease and such other information as Lessor may reasonably request, (ii) shall obtain the prior written consent of Lessor to the proposed assignee and assignment or sublessee and sublease, as the case may be, such consent not to be unreasonably withheldwithheld or delayed, assign, transfer or hypothecate this Lease or and (iii) within 10 days after the execution of any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the proposed assignment or sublease shall so deliver a conformed copy of such assignment or sublease, substantially in the form previously consented to by Lessor (including the proposed occupancy date by the proposed assignee or sublesseewith acknowledgments), and a conformed copy of any short form lease or memorandum of lease which has been prepared for recording purposes. With regard to proposed assignments and subleases to a third party other than a Lessee Affiliate, in determining whether to reasonably consent or withhold such consent thereto, Lessor shall have the instance right to approve or disapprove such proposed assignment (and assignee) and sublease (and sublessee) within 21 days of a proposed subleasereceipt of notice thereof pursuant to the preceding sentence, the square footage failure to respond to which shall be deemed consent. Promptly after receipt thereof, Lessee shall cause one-half of the excess of the fixed rent payable under any such sublease over the Fixed Rent, if any, for the same period hereunder to be subleasedpaid to Lessor's account by such sublessee, a floor plan professionally drawn subject to scalededuction of tenant improvements, depicting the proposed sublease arealegal fees, commissions and a statement of the duration of the proposed sublease (which shall in any other costs, all reasonably incurred and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlordarm's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Termlength. (c) If Landlord elects It shall be a condition precedent to recapture any assignment of this Lease which is the result of a merger of Lessee into or with another corporation or entity, to the merger of another corporation or entity into Lessee, to the consolidation of Lessee with one or more other corporations or entities, and to the sale or other disposition of all or substantially all the assets of Lessee to one or more other corporations or entities that the Lessor shall be given a written certification from an executive officer of Lessee that (x) upon the consummation thereof such surviving corporation or entity or transferee of assets, as the case may be, shall assume (and shall promptly deliver to Lessor an acknowledged instrument evidencing such assumption and reasonably satisfactory to Lessor) all obligations, covenants and responsibilities of Lessee hereunder and under any instrument executed by ▇▇▇▇▇▇ relating to the Premises or a portion thereof as aforesaidthis Lease, then from and after including, without limitation, any consent to the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated assignment of Lessor's interest in this Lease to survive any mortgagee, (y) no default under the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing Lease has occurred with respect to which notice has been given and the Premises applicable cure period has expired and (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to z) the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion surviving entity of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (merger or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete consolidation or transferee of such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall assets allowed above will have a net worth less equal to or greater than the net worth of Tenant at Lessee on the time Tenant executes this Leaseday prior to the merger, consolidation or which is otherwise not acceptable to Landlord in Landlord's reasonable discretiondisposition. As used herein, "net worth" means the excess of total assets over total liabilities, excluding, however, from the determination of total assets (i) goodwill; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Leasetradenames; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable organizational expenses; and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect treasury stock, as each are determined in accordance with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Buildinggenerally accepted accounting principles. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to satisfaction of the remaining subsections of Article 12, this Section and except as expressly permitted pursuant to this sectionSection, Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i10(k) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time time, or from time to time during the term Term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty twenty-five (3025) days next following Landlord's ’s receipt of Tenant's ’s notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises if Tenant is proposing to sublet or assign all of the Premises, or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after provided Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease Lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be reasonably acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's ’s then-standard base building specifications, shall be performed by Landlord's ’s contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's ’s Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated rata based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may may, subject to Landlord’s approval of the proposed assignee or subtenant, complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven nine (79) months next following Landlord's ’s notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld withheld, conditioned or delayed. If, however, Tenant shall not have timely assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease)aforesaid, then in such event, Tenant shall again be required to request Landlord's ’s consent to the proposed transaction, whereupon Landlord's ’s right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. , provided that Landlord shall only be allowed ten (10) days following its receipt of notice to elect to recapture the Premises or subject portion thereof. (e) When Tenant has identified a prospect, Tenant shall request approval of the proposed assignee or subtenant by providing to Landlord a written statement including the name, address and contact party for the proposed assignee or subtenant, a description of such party’s business history, reasonable financial information as Landlord may reasonably require and the effective date of the proposed assignment or sublease, the square footage to be subleased, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). (f) For purposes of this Section 12(d)Section, and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's ’s reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Leaseintentionally omitted; (iii) the proposed assignee of or sublessee, in Landlord's ’s reasonable opinion, is not reputable and of good character; (iv) the portion of the Premises requested to be subleased renders the balance of the Premises unleasable as a separate area; (v) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect Project, with whom Landlord or its partners, or their affiliates are is then negotiating for space in the Building or Project or (which shall be defined as Landlord sending a proposal to within a two mile radius of the Project30 days); (vvi) the proposed assignee or sublessee will would cause Landlord's ’s existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's ’s business shall reasonably require more than four five (45) parking spaces per 1,000 rentable square feet of floor space, or (vivii) the nature of such party's ’s proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "“Permitted Use " Uses” specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's ’s reasonable judgment, otherwise be incompatible with other tenancies in the Building. (eg) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises Premises by Tenant for subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions, free rent, moving allowance or other concessions) 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 Premises subject to such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (fh) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (gi) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if anyLease, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 Section with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained. (hj) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 500.00 per request (including requests for Landlord Waivernon-disturbance agreements and Landlord’s or its lender’s waivers) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's ’s reasonable attorneys' fees not to exceed $2,500.00’ fees. (ik) Tenant may, after with notice to, but without the consent of Landlord, assign this Lease to an affiliated affiliate (i.e.e.g., a any corporation or other entity fifty percent (50% %) or more of whose capital stock or ownership interest is owned by Tenant and/or the same stockholders individuals or entities owning fifty percent (50% %) or more of Tenant's ’s capital stockstock or ownership interest), Tenant’s parent or subsidiary corporation of Tenant or other entity, or to a corporation an entity to which it Tenant sells or assigns all of or substantially all of its assets or stock or with which it may be consolidated or mergedmerged ("Affiliate"), provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shallentity shall be capitalized in such a manner so that it can meet the obligations which is has assumed and, in writing, assume assumes and agree agrees to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, Lease and it shall deliver delivers such assumption with a copy of such assignment to Landlord within ten (10) business days thereafterafter the transaction closes, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (jl) Anything in this Article 12 Section to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if there is an Event of Default by Tenant is in default at the time of such assignment or has previously defaulted committed an Event of Default (irrespective of the fact that Tenant cured such Event of Default) more than twice in connection with any of its monetary obligations under this Lease and such monetary defaults aggregate in excess of $200,00020,000.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall notnot voluntarily or by operation of law, (1) mortgage, pledge, hypothecate or encumber this Lease or any interest herein, (2) assign or transfer this Lease or any interest herein, sublease the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without first obtaining the prior written consent of Landlord, such which consent shall not to be withheld unreasonably withheldprovided that (i) Tenant is not then in Default under this Lease nor is any event then occurring which with the giving of notice or the passage of time, assignor both, transfer would constitute a Default hereunder, and (ii) Tenant has not previously assigned or hypothecate transferred this Lease or any interest herein or sublet subleased the Premises or any part thereof. Any When Tenant desires Landlord's consent to such assignment or subletting, it shall notify Landlord of such request in writing (a "REQUEST NOTICE") and shall provide to Landlord in the Request Notice the name and address of the foregoing acts without proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant and shall provide current and prior financial statements for the proposed assignee or subtenant prepared in accordance 36 with generally accepted accounting principles. Tenant shall also provide Landlord with a copy of the proposed sublease or assignment agreement, including all material terms and conditions thereof. Landlord shall have the option, to be exercised within thirty (30) days of receipt of the foregoing, to (1) terminate this Lease as of the commencement date stated in the proposed sublease or assignment, (2) sublease or take an assignment, as the case may be, from Tenant of the interest, or any portion thereof, in this Lease and/or the Premises that Tenant proposes to assign or sublease, on the same terms and conditions as stated in the proposed sublet or assignment agreement, (3) consent to the proposed assignment or sublease, or (4) refuse its consent to the proposed assignment or sublease, providing that such consent shall not be void unreasonably withheld so long as Tenant is not then in Default under this Lease nor is any event then occurring which with the giving of notice or the passage of time, or both, would constitute a Default hereunder. Notwithstanding the foregoing, in the event Landlord elects to terminate this Lease or enter into a sublease or assignment with Tenant as provided in the foregoing clauses (1) and (2), respectively, then Tenant shall have ten (10) days to rescind its Request Notice by delivery to Landlord of a notice of rescission (a "RESCISSION NOTICE"). If Tenant fails to deliver a Rescission Notice to Landlord in a timely manner as provided herein, then in addition to terminating this Lease or entering into a sublease or assignment with Tenant, as the case may be, Landlord shall have the additional right to negotiate directly with Tenant's proposed assignee or subtenant and to enter into a direct lease or occupancy agreement with such party on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, without limitation, any claims for any compensation or profit related to such lease or occupancy agreement. (b) Without otherwise limiting the criteria upon which Landlord may withhold its consent, Landlord shall be entitled to consider all reasonable criteria including, but not limited to, the following: (1) whether or not the proposed subtenant or assignee is engaged in a business which, and the use of the Premises will be in an manner which, is in keeping with the then character and nature of all other tenancies in the Project, (2) whether the use to be made of the Premises by the proposed subtenant or assignee will conflict with any so-called "exclusive" use then in favor of any other tenant of the Building or the Project, and whether such use would be prohibited by any other portion of this Lease, including, but not limited to, any rules and regulations then in effect, or under applicable Laws, and whether such use imposes a greater load upon the Premises and the Building and Project services then imposed by Tenant, (3) the business reputation of the proposed individuals who will be managing and operating the business operations of the assignee or subtenant, and the long-term financial and competitive business prospects of the proposed assignee or subtenant, and (4) the creditworthiness and financial stability of the proposed assignee or subtenant in light of the responsibilities involved. In any event, Landlord may withhold its consent to any assignment or sublease, if (i) the actual use proposed to be conducted in the Premises or portion thereof conflicts with the provisions of Paragraph 9(a) or (b) 37 above or with any other lease which restricts the use to which any space in the Building or the Project may be put, or (ii) the proposed assignment or sublease requires alterations, improvements or additions to the Premises or portions thereof. (c) If Landlord approves an assignment or subletting as herein provided, Tenant shall pay to Landlord, as Additional Rent, the difference, if any, between (1) the Base Rent plus Additional Rent allocable to that part of the Premises affected by such assignment or sublease pursuant to the provisions of this Lease, and (2) the rent and any additional rent payable by the assignee or sublessee to Tenant, less reasonable and customary market-based leasing commissions and reasonable attorneys' fees, if any, incurred by Tenant in connection with such assignment or sublease. The assignment or sublease agreement, as the case may be, after approval by Landlord, shall not be amended without Landlord's prior written consent, and shall contain a provision directing the assignee or subtenant to pay the rent and other sums due thereunder directly to Landlord upon receiving written notice from Landlord that Tenant is in default under this Lease with respect to the payment of Rent. In the event that, notwithstanding the giving of such notice, Tenant collects any rent or other sums from the assignee or subtenant, then Tenant shall hold such sums in trust for the benefit of Landlord and shall immediately forward the same to Landlord. Landlord's collection of such rent and other sums shall not constitute an acceptance by Landlord of attornment by such assignee or subtenant. A consent to one assignment, subletting, occupation or use shall not be deemed to be a consent to any other or subsequent assignment, subletting, occupation or use, and consent to any assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Any assignment or subletting without Landlord's consent shall be void, and shall, at the option of Landlord, terminate constitute a Default under this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (Notwithstanding any assignment or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, howeversubletting, Tenant shall not have assigned at all times remain fully responsible and liable for the payment of the Rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignment or sublet subletting). (e) Tenant shall pay Landlord's reasonable fees (including, without limitation, the Premises fees of Landlord's counsel, not to exceed $1,500.00), incurred in connection with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms review and as otherwise provided in subsection (b) above. For purposes processing of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to documents regarding any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) Regardless Notwithstanding anything in this Lease to the contrary, in the event Landlord consents to an assignment or subletting by Tenant in accordance with the terms of Landlord's consentthis Paragraph 23, no subletting or assignment shall release Tenant of Tenant's obligation assignee or alter subtenant shall have no right to further assign this Lease or any interest therein or thereunder or to further sublease all or any portion of the primary liability Premises. In furtherance of the foregoing, Tenant to pay the Rent acknowledges and to perform all other obligations to be performed agrees on behalf of itself and any assignee or subtenant claiming under it (and any such assignee or subtenant by Tenant hereunder. The acceptance of rental by Landlord from any other person accepting such assignment or 38 sublease shall not be deemed to acknowledge and agree) that no sub-subleases or further assignments of this Lease shall be a waiver by Landlord of permitted at any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successortime. (g) In Tenant acknowledges and agrees that the event that (i) restrictions, conditions and limitations imposed by this Paragraph 23 on Tenant's ability to assign or transfer this Lease or any interest herein, to sublet the Premises or any part thereof are sublet and Tenant is in default under this Lease after thereof, to transfer or assign any applicable notice and right or privilege appurtenant to cure, if anythe Premises, or (ii) this to allow any other person to occupy or use the Premises or any portion thereof, are, for the purposes of California Civil Code Section 1951.4, as amended from time to time, and for all other purposes, reasonable at the time that the Lease is assigned by Tenantwas entered into, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of to be reasonable at the provisions of time that Tenant seeks to assign or transfer this Article 12 with respect Lease or any interest herein, to assignment and sublettingsublet the Premises or any part thereof, to transfer or assign any right or privilege appurtenant to the Premises, or the acceptance of such assignee to allow any other person to occupy or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of use the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignmentportion thereof. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall notnot voluntarily or by operation of law, (i) mortgage, pledge, hypothecate or encumber this Lease or any interest herein, (ii) assign or transfer this Lease or any interest herein, sublease the Premises or any part thereof; or any right or privilege appurtenant thereto, or allow any other person (the employees and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without first obtaining the prior written consent of Landlord, such which consent shall not to be unreasonably withheld, assignprovided that (A) Tenant is not then in Default under this Lease nor is any event then occurring which with the giving of notice or the passage of time, transfer or hypothecate both, would constitute a Default hereunder, and (B) Tenant has not previously assigned or transferred this Lease or any interest herein or sublet subleased the Premises or any part thereof. Any When Tenant requests Landlord's consent to such assignment or subletting, it shall notify Landlord in writing of the foregoing acts without name and address of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant and shall provide current and prior financial statements for the proposed assignee or subtenant, which financial statements shall be audited to the extent available and shall in any event be prepared in accordance with generally accepted accounting principles. Tenant shall also provide Landlord with a copy of the proposed sublease or assignment agreement, including all material terms and conditions thereof. Landlord shall have the option, to be exercised within thirty (30) days of receipt of the foregoing, to (1) terminate this Lease as of the commencement date stated in the proposed sublease or assignment, (2) sublease or take an assignment, as the case may be, from Tenant of the interest, or any portion thereof; in this Lease and/or the Premises that Tenant proposes to assign or sublease, on the same terms and conditions as stated in the proposed sublet or assignment agreement, (3) consent to the proposed assignment or sublease, or (4) refuse its consent to the proposed assignment or sublease, providing that such consent shall not be void unreasonably withheld so long as Tenant is not then in Default under this Lease nor is any event then occurring which with the giving of notice or the passage of time, or both, would constitute a Default hereunder. If in the event Landlord elects to terminate this Lease or sublease or take an assignment from Tenant of the interest, or portion thereof; in the Lease and/or the Premises that Tenant proposes to assign or sublease as provided in the foregoing clauses (1) and (2), respectively, then Landlord shall have the additional right to negotiate directly with Tenant's proposed assignee or subtenant and to enter into a direct lease or occupancy agreement with such party on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, without limitation, any claims for any compensation or profit related to such lease or occupancy agreement. (b) Notwithstanding anything to the contrary contained in Paragraph 23(a) above, so long as Tenant is not then in Default (nor is any event occurring which with the giving of notice or the passage of time, or both, would constitute a Default) hereunder, Tenant shall have the right with prior written notice to, but without the consent of; Landlord, to assign this Lease or to sublease the Premises or any part thereof to a Tenant Affiliate. No such assignment or sublease shall be effective unless and until the assignee or subtenant assumes in writing all of the obligations of Tenant under this Lease (or, in the case of a sublease, all of the obligations of Tenant relating to the subleased premises) pursuant to an assignment and assumption agreement reasonably acceptable to Landlord in form and substance. As used herein, a "Tenant Affiliate" shall mean an entity that (i) controls, is controlled by or is under common control with, Tenant, or (ii) acquires all or substantially all of the business and assets of Tenant or results from a merger with Tenant; and a party shall be deemed to "control" another party for purposes of the aforesaid definition only if the first party owns more than fifty percent (50%) of the stock or other beneficial interests of the second party. (c) Without otherwise limiting the criteria upon which Landlord may withhold its consent under Paragraph 23(a) above, Landlord shall be entitled to consider all reasonable criteria including, but not limited to, the following: (i) whether or not the proposed subtenant or assignee is engaged in a business which, and the use of the Premises will be in an manner which, is in keeping with the then character and nature of all other tenancies in the Project; (ii) whether the use to be made of the Premises by the proposed subtenant or assignee will conflict with any so-called "exclusive" use then in favor of any other tenant of the Building or the Project, and whether such use would be prohibited by any other portion of this Lease, including, but not limited to, any rules and regulations then in effect, or under applicable Laws, and whether such use imposes a greater load upon the Premises and the Building and Project services then imposed by Tenant; (Hi) the business reputation of the proposed individuals who will be managing and operating the business operations of the assignee or subtenant, and the long-term financial and competitive business prospects of the proposed assignee or subtenant; and (iv) the creditworthiness and financial stability of the proposed assignee or subtenant in light of the responsibilities involved. In any event, Landlord may withhold its consent to any assignment or sublease, if (A) the actual use proposed to be conducted in the Premises or portion thereof conflicts with the provisions of Paragraph 9(a) or (b) above or with any other lease which restricts the use to which any space in the Building or the Project may be put, or (B) the proposed assignment or sublease requires alterations, improvements or additions to the Premises or portions thereof (d) If Landlord approves an assignment or subletting as herein provided, Tenant shall pay to Landlord, as Additional Rent, the difference, if any, between (i) the Base Rent plus Additional Rent allocable to that part of the Premises affected by such assignment or sublease pursuant to the provisions of this Lease, and (ii) the rent and any additional rent payable by the assignee or sublessee to Tenant, less reasonable and customary market-based leasing commissions, if any, incurred by Tenant in connection with such assignment or sublease, which commissions shall, for purposes of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. The assignment or sublease agreement, as the case may be, after approval by Landlord, shall not be amended without Landlord's prior written consent, and shall contain a provision directing the assignee or subtenant to pay the rent and other sums due thereunder directly to Landlord upon receiving written notice from Landlord that Tenant is in default under this Lease with respect to the payment of Rent. In the event that, notwithstanding the giving of such notice, Tenant collects any rent or other sums from the assignee or subtenant, then Tenant shall hold such sums in trust for the benefit of Landlord and shall immediately forward the same to Landlord. Landlord's collection of such rent and other sums shall not constitute an acceptance by Landlord of attornment by such assignee or subtenant. A consent to one assignment, subletting, occupation or use shall not be deemed to be a consent to any other or subsequent assignment, subletting, occupation or use, and consent to any assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Any assignment or subletting without Landlord's consent shall be void, and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, constitute a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations Default under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums Notwithstanding any assignment or other economic consideration received by Tenant as a result of any subletting, assignment Tenant and any guarantor or license (except rental or other payments received which are attributable to surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the amortization payment of the cost Rent and for compliance with all of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assignee, and Tenant's 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 obligations under this Lease (prorated to reflect obligations allocable to that portion regardless of the premises subject to such sublease or assignment) shall be divided evenly between Landlord and Tenant, with whether Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting approval has been obtained for any such assignment or reducing any other obligation of Tenant hereundersubletting). (f) Regardless Tenant shall pay Landlord's reasonable fees (including, without limitation, the fees of Landlord's consentcounsel), no subletting incurred in connection with Landlord's review and processing of documents regarding any proposed assigmnent 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successorsublease. (g) In Notwithstanding anything in this Lease to the contrary, in the event Landlord consents to an assignment or subletting by Tenant in accordance with the terms of this Paragraph 23, Tenant's assignee or subtenant shall have no right to further assign this Lease or any interest therein or thereunder or to further sublease all or any portion of the Premises. In furtherance of the foregoing, Tenant acknowledges and agrees on behalf of itself and any assignee or subtenant claiming under it (and any such assignee or subtenant by accepting such assignment or sublease shall be deemed to acknowledge and agree) that no sub-subleases or further assignments of this Lease shall be permitted at any time. (ih) Tenant acknowledges and agrees that the restrictions, conditions and limitations imposed by this Paragraph 23 on Tenant's ability to assign or transfer this Lease or any interest herein, to sublet the Premises or any part thereof, to transfer or assign any right or privilege appurtenant to the Premises, or to allow any other person to occupy or use the Premises or any portion thereof are, for the purposes of California Civil Code Section 1951.4, as amended from time to time, and for all other purposes, reasonable at the time that the Lease was entered into, and shall be deemed to be reasonable at the time that Tenant seeks to assign or transfer this Lease or any interest herein, to sublet the Premises or any part thereof are sublet and Tenant is in default under this Lease after to transfer or assign any applicable notice and right or privilege appurtenant to cure, if anythe Premises, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee to allow any other person to occupy or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of use the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignmentportion thereof. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, a. Tenant shall not, without the prior written consent of Landlord, such Landlord (which consent not to may be unreasonably withheld, assign, granted or withheld by Landlord in its sole discretion except as expressly set forth below) in each instance: (i) assign or otherwise transfer or hypothecate this Lease or any interest herein or of Tenant's rights hereunder, (ii) sublet the Premises or any part thereof. Any , or permit the use of the foregoing acts without such consent shall be void Premises or any part thereof by any persons other than Tenant or its employees, agent and shallinvitees, at or (iii) permit the option assignment or other transfer of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall or any interest herein, be assignable as to the interest of Tenant Tenant's rights hereunder by operation of law law. Landlord's consent to a proposed assignment or by mergersublease shall not be unreasonably withheld, consolidation conditioned or asset saledelayed, without provided Landlord determines that the written consent proposed assignee or subtenant (A) is of Landlord. a type and quality consistent with the first-class nature of the Building which will use the Premises only for general office purposes, (bB) If at any time or from time has the financial capacity and creditworthiness to time during undertake and perform the term obligations of this Lease or the sublease, (C) is not a governmental or quasi-governmental party or any party by whom any suit or action could be defended on the ground of sovereign immunity or diplomatic immunity and (D) will not impose any additional material burden upon Landlord in the operation of the Building (to an extent greater than the burden to which Landlord would have been had Tenant desires continued to use such part of the Premises). In addition, the following conditions must be satisfied at the time Tenant requests Landlord's consent to an assignment or sublease: (1) no Event of Default (hereinafter defined) exists and no event has occurred which, with notice and/or the passage of time, would constitute an Event of Default if not cured within the time, including any applicable grace period, specified herein; (2) Landlord receives at least thirty (30) days prior written notice of Tenant's intention to assign this Lease or sublet any portion of the Premises; (3) the proposed use or occupant of the Premises will not violate any agreement affecting the Premises or the Building; (4) Tenant submits to Landlord at least thirty (30) days prior to the proposed date of subletting or assignment whatever information Landlord reasonably requests in order to permit Landlord to make a judgment on the proposed subletting or assignment, including, without limitation, the name, business experience, financial history, net worth and business references of the proposed assignee or subtenant (and each of its principals), an in-depth description of the transaction, and the consideration delivered to Tenant for the assignment or sublease; (5) the proposed assignee or subtenant is not a tenant of the Building or a prospective tenant who, within the six (6) months prior to Tenant's request, has talked to Landlord or its brokers or agents about the possibility of leasing space in the Building; (6) Tenant has not requested approval of a sublease within the prior twelve (12) months and Tenant has not previously sublet any portion of the Premises; and (7) Tenant has paid to Landlord an administrative fee in the amount of One Thousand Dollars ($1,000.00) which shall be retained by Landlord whether or not such consent is granted. b. All proposed subleases and assignments shall be on Landlord's approved form of sublease or assignment, whichever is applicable; and shall contain, inter alia, the following provisions: (i) any such assignment or sublease shall include an assumption by the assignee or subtenant, from and after the effective date of such assignment or sublease, of the performance and observance of the covenants and conditions to be performed and observed on the part of Tenant as contained in this Lease, and (ii) any such sublease or assignment shall specify that this Lease or sublease shall not be further assigned nor the Premises further sublet and shall specify that the term of such sublease shall not extend beyond one (1) day prior to the expiration of this Lease. The consent by Landlord to any assignment, transfer or subletting to any person or entity shall not be construed as a waiver or release of Tenant from any provision of this Lease, unless expressly agreed to in writing by Landlord (it being understood that Tenant shall remain primarily liable as a principal and not as a guarantor or surety), nor shall the collection or acceptance of rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant from any such provision. No consent by Landlord to any such assignment, transfer or subletting in any one instance shall constitute a waiver of the necessity for such consent in a subsequent instance. Upon Landlord’s request and as a condition to Landlord’s consent to any assignment or sublease, Tenant and each assignee or subtenant, as applicable, shall execute Landlord’s then-current consent form, which, among other things, shall reaffirm the foregoing provisions of this Section 7.b. In addition to the administrative fee set forth above, Tenant shall reimburse Landlord upon demand, as additional rent, an amount equal to any and all third-party legal and/or accounting fees and expenses or other costs and expenses incurred by Landlord in connection with any assignment of this Lease or subletting of all or any part portion of the Premises, whether or not Landlord consents to such assignment or subletting. c. In the event that Tenant assigns this Lease or sublets all or any portion of the Premises, Tenant shall give notice pay to Landlord as Additional Rent, fifty percent (50%) of the difference between (i) all sums paid to Tenant or its agent by or on behalf of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, subtenant under the effective date of the proposed assignment or sublease (including the proposed occupancy date after deducting Tenant’s reasonable, actual expenses of obtaining such assignment or subleasing, including, but not limited to, brokerage commissions, tenant improvement or other allowances or concessions granted and actually paid out by the proposed assignee or sublessee)Tenant, advertising and marketing costs incurred, and in legal fees (with all such expenses amortized on a straight-line basis over the instance of a proposed sublease, the square footage to be subleased, a floor plan professionally drawn to scale, depicting the proposed sublease area, and a statement of the duration term of the proposed sublease or over the term of the assignment), and (which shall in any ii) the Annual Base Rent and all events expire Additional Rent paid by its terms prior Tenant under this Lease and attributable to the scheduled expiration portion of the Premises assigned or sublet. d. For purposes of this Section, a transfer, conveyance, grant or pledge, directly or indirectly, in one or more transactions, of an interest in Tenant (whether stock, partnership interest or other form of ownership or control, or the issuance of new interests) by which an aggregate of more than forty-nine percent (49%) of the beneficial interest in Tenant shall be vested in a party or parties who are not holders of such interest(s) as of the Effective Date) shall be deemed an assignment of this Lease; provided, however, that this limitation shall not apply to any corporation, all of the outstanding voting stock of which is listed on a national securities exchange as defined in the Securities Exchange Act of 1934. Furthermore, the merger or consolidation of Tenant into or with any other entity, the sale of all or substantially all of Tenant's assets, or the dissolution of Tenant shall each be deemed to be an assignment within the meaning of this Section. e. Any assignment or subletting not in conformance with the terms of this Lease shall be void ab initio and immediately upon shall, subject to the sooner termination hereofprovisions of Section 16, constitute a default under the Lease. f. Upon receipt of the notice referred to in Section 7.a.(2). , above, Landlord may, at its option, and in its sole and absolute discretionlieu of approving or rejecting the proposed assignment or subletting, exercisable exercise all or any of the following rights by written notice given to Tenant of Landlord's intent to do so within thirty fifteen (3015) business days next following of Landlord's receipt of Tenant's notice notice: (which notice from Tenant shalli) with respect to a proposed assignment of this Lease, the right to terminate this Lease on the effective date of proposed assignment as though it were the Lease Expiration Date; (ii) with respect to a condition of its effectiveness, include all proposed sublease of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each caseentire Premises, the designated and non-designated parking spaces included in right to terminate this demise, or a pro-rata portion thereof in Lease on the instance effective date of the recapture sublease as though it were the Lease Expiration Date; (iii) with respect to a proposed sublease of less than all of the entire Premises), and terminate this Lease with respect but more than or equal to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen fifty percent (1550%) of the Premises for a term Premises, as expanded from time to time, the right to terminate this Lease as to the portion of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after affected by such sublease on the effective date thereof of the sublease, as approved by Landlordthough it were the Lease Expiration Date, after in which case Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, execute and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant deliver to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms an appropriate modification of this Lease, required in form satisfactory to redeliver Landlord in all respects within ten (10) days of Landlord's notice of partial termination, which modification of this Lease shall provide that the number of rentable square feet of the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridorsshall be decreased by, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety the Monthly Base Rent and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% Additional Rent payable by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted proin proportion to, the number of rentable square feet of the Premises affected by such termination, as determined by Landlord; or (iv) with respect to a proposed sublease for more than seventy-rated based five percent (75%) of the remaining portion of the Term, the right to sublet the portion of the Premises from Tenant upon the reduced rentable square footage then comprising same terms and conditions (including Annual Base Rent and Additional Rent) set forth in this Lease for the Premisesterm of the proposed sublease. (d) g. If Landlord provides written notification to Tenant electing not to recapture exercises any of its options under Section 7.f., above, Landlord may then lease (or sublease) the Premises (or so much any portion thereof to Tenant's proposed assignee or subtenant, as Tenant had proposed the case may be, without any liability whatsoever to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an Tenant. h. Upon any assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice any portion of the Premises, any and all option rights, rights of first refusal, rights of first negotiation, and expansion rights shall terminate, it being understood that any and all such rights are personal to Tenant that it declines named herein (and not to recapture such space, provided that Tenant shall have first obtained in any such case assignee or subtenant) and are not appurtenant to the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld Premises or delayedthis Lease. If, howeverFurther, Tenant shall not have assigned this Lease the right to exercise any such rights unless Tenant (and not any assignee or sublet subtenant of Tenant) shall be in occupancy of all of the Premises with Landlord's prior written at the time of the exercise of any such right. i. Notwithstanding any consent as aforesaid within seven (7) months next following Landlord's notice by Landlord to Tenant that Landlord declines to recapture the Premises (an assignment or such portion thereof as Tenant initially sought to sublease), then in such eventsubletting, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable remain primarily liable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, all covenants and obligations contained in this Lease. Each assignee approved by Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests also automatically become liable for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, . Each subtenant approved by Landlord shall have a net worth at least substantially similar to Tenant's net worth at automatically become liable for the Commencement obligations of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 relating to the contrary notwithstanding, no assignment or sublease sublet space (other than the payment of Rent). Landlord shall be permitted under to enforce the provisions of this Lease if directly against Tenant is and/or against any assignee or sublessee without proceeding in default any way against any other person. Collection or acceptance of Annual Base Rent or has previously defaulted more than twice Additional Rent from any such assignee, subtenant or occupant shall not constitute a waiver or release of Tenant from the terms of any covenant or obligation contained in connection with this Lease, nor shall such collection or acceptance in any way be construed to relieve Tenant from obtaining the prior written consent of its monetary obligations under this Lease in excess of $200,000Landlord to such assignment or subletting or any subsequent assignment or subletting.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall notnot voluntarily or by operation of law, (1) mortgage, pledge, hypothecate or encumber this Lease or any interest herein, (2) assign or transfer this Lease or any interest herein, sublease the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without first obtaining the prior written consent of Landlord, such which consent shall not to be withheld unreasonably withheldprovided that (i) Tenant is not then in Default under this Lease nor is any event then occurring which with the giving of notice or the passage of time, assignor both, transfer would constitute a Default hereunder, and (ii) except for a Limited Sublease (as hereinafter defined), Tenant has not previously assigned or hypothecate transferred this Lease or any interest herein or sublet subleased the Premises or any part thereof. Any When Tenant requests Landlord’s consent to such assignment or subletting, it shall notify Landlord in writing of the foregoing acts without name and address of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant and shall provide current and prior financial statements for the proposed assignee or subtenant prepared in accordance with generally accepted accounting principles. Tenant shall also provide Landlord with a copy of the proposed sublease or assignment agreement, including all material terms and conditions thereof. Landlord shall have the option, to be exercised within thirty (30) days of receipt of the foregoing, to (1) terminate this Lease as of the commencement date stated in the proposed sublease or assignment (provided that Landlord shall not have the right to terminate this Lease under this clause (1) in the event of a Limited Sublease), (2) sublease or take an assignment, as the case may be, from Tenant of the interest, or any portion thereof, in this Lease arid/or the Premises that Tenant proposes to assign or sublease, on the same terms and conditions as stated in the proposed sublet or assignment agreement, (3) consent to the proposed assignment or sublease, or (4) refuse its consent to the proposed assignment or sublease, providing that such consent shall not be void unreasonably withheld so long as Tenant is not then in Default under this Lease nor is any event then occurring which with the giving of notice or the passage of time, or both, would constitute a Default hereunder. In the event Landlord elects to terminate this Lease or sublease or take an assignment from Tenant of the interest, or portion thereof, in the Lease and/or the Premises that Tenant proposes to assign or sublease as provided in the foregoing clauses (1) and (2), respectively, then Landlord shall have the additional right to negotiate directly with Tenant’s proposed assignee or subtenant and to enter into a direct lease or occupancy agreement with such party on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, without limitation, any claims for any compensation or profit related to such lease or occupancy agreement. (b) Without otherwise limiting the criteria upon which Landlord may withhold its consent, Landlord shall be entitled to consider all reasonable criteria including, but not limited to, the following: (1) whether or not the proposed subtenant or assignee is engaged in a business which, and the use of the Premises will be in an manner which, is in keeping with the then character and nature of all other tenancies in the Project, (2) whether the use to be made of the Premises by the proposed subtenant or assignee will conflict with any so-called “exclusive” use then in favor of any other tenant of the Building or the Project, and whether such use would be prohibited by any other portion of this Lease, including, but not limited to, any rules and regulations then in effect, or under applicable Laws, and whether such use imposes a greater load upon the Premises and the Building and Project services then imposed by Tenant, (3) the business reputation of the proposed individuals who will be managing and operating the business operations of the assignee or subtenant, and the long-term financial and competitive business prospects of the proposed assignee or subtenant, and (4) the creditworthiness and financial stability of the proposed assignee or subtenant in light of the responsibilities involved. In any event, Landlord may withhold its consent to any assignment or sublease, if (i) the actual use proposed to be conducted in the Premises or portion thereof conflicts with the provisions of Paragraph 10(a) or (b) above or with any other lease which restricts the use to which any space in the Building or the Project may be put, or (ii) the proposed assignment or sublease requires alterations, improvements or additions to the Premises or portions thereof. (c) If Landlord approves an assignment or subletting as herein provided, Tenant shall pay to Landlord, as Additional Rent, the difference, if any, between (1) the Base Rent plus Additional Rent allocable to that part of the Premises affected by such assignment or sublease pursuant to the provisions of this Lease, and (2) the rent and any additional rent payable by the assignee or sublessee to Tenant, less reasonable legal fees (not to exceed the sum of five thousand dollars ($5,000.00) and reasonable and customary market-based leasing commissions, if any, incurred by Tenant in connection with such assignment or sublease. The assignment or sublease agreement, as the case may be, after approval by Landlord, shall not be amended without Landlord’s prior written consent, and shall contain a provision directing the assignee or subtenant to pay the rent and other sums due thereunder directly to Landlord upon receiving written notice from Landlord that Tenant is in default under this Lease with respect to the payment of Rent. In the event that, notwithstanding the giving of such notice, Tenant collects any rent or other sums from the assignee or subtenant, then Tenant shall hold such sums in trust for the benefit of Landlord and shall immediately forward the same to Landlord. Landlord’s collection of such rent and other sums shall not constitute an acceptance by Landlord of attornment by such assignee or subtenant. A consent to one assignment, subletting, occupation or use shall not be deemed to be a consent to any other or subsequent assignment, subletting, occupation or use, and consent to any assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Any assignment or subletting without Landlord’s consent shall be void, and shall, at the option of Landlord, terminate constitute a Default under this Lease. Subject to subparagraph 12(i. (d) belowNotwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant’s obligations under this Lease shall notat all times remain fully responsible and liable for the payment of the Rent and for compliance with all of Tenant’s other obligations under this Lease (regardless of whether Landlord’s ‘ approval has been obtained for any such assignment or subletting). (e) Tenant shall pay Landlord’s reasonable fees (including, nor without limitation, the fees of Landlord’s counsel), incurred in connection with Landlord’s review and processing of documents regarding any proposed assignment or sublease. (f) Notwithstanding anything in this Lease to the contrary, in the event Landlord consents to an assignment or subletting (including, without limitation, a Limited Sublease) by Tenant in accordance with the terms of this Paragraph 24, Tenant’s assignee or subtenant shall have no right to further assign this Lease or any interest therein or thereunder or to further sublease all or any portion of the Premises. In furtherance of the foregoing, Tenant acknowledges and agrees on behalf of itself and any assignee or subtenant claiming under it (and any such assignee or subtenant by accepting such assignment or sublease shall be deemed to acknowledge and agree) that no sub-subleases or further assignments of this Lease shall be permitted at any time. (g) Tenant acknowledges and agrees that the restrictions, conditions and limitations imposed by this Paragraph 24 on Tenant’s ability to assign or transfer this Lease or any interest herein, be assignable as to sublet the Premises or any part thereof, to transfer or assign any right or privilege appurtenant to the Premises, or to allow any other person to occupy or use the Premises or any portion thereof, are, for the purposes of California Civil Code Section 1951.4, as amended from time to time, and for all other purposes, reasonable at the time that the Lease was entered into, and shall be deemed to be reasonable at the time that Tenant seeks to assign or transfer this Lease or any interest of herein, to sublet the Premises or any part thereof, to transfer or assign any right or privilege appurtenant to the Premises, or to allow any other person to occupy or use the Premises or any portion thereof. (h) Notwithstanding anything in Paragraph 24(a) above to the contrary, Tenant by operation of law or by merger, consolidation or asset sale, without shall have the written right with the consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture consent shall not apply be unreasonably withheld, to any "convenience subletting" of an aggregate of less than fifteen percent sublet up to three thousand rentable square feet (15%3,000) of the Premises for a term of less commencing not later than the remaining Lease Term. first (c1st) If Landlord elects to recapture anniversary of the Premises or a portion thereof Commencement Date and expiring not later than the third (3rd) anniversary of the Commencement Date (the “Limited Sublease”). Except as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations otherwise expressly stated set forth in this Lease to survive Paragraph 24, the expiration or sooner termination of this Lease), Tenant Limited Sublease shall be released of and from all lease obligations thereafter otherwise accruing with respect subject to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances terms and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment conditions of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the BuildingParagraph 24. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to No assignment of this Lease or sublease of all or any part of the remaining subsections of Article 12Premises shall be permitted, except as expressly permitted pursuant to provided in this section, Article 16. a. Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer 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. Subject to subparagraph 12(i) below, this This Lease shall not, nor shall any interest of Tenant herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) b. If at any time or from time to time during the term of this Lease Term Tenant 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 such desirethe proposed assignment or sublease, including and the name, address and contact party for identity of the proposed assignee or subtenant, a description . Tenant shall promptly supply Landlord with such information concerning the business background and financial condition of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof)subtenant as Landlord may reasonably request. Landlord may, at its shall have the option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty twenty (3020) days next following Landlord's receipt of Tenantafter ▇▇▇▇▇▇'s notice (which notice is given, either to sublet such space from Tenant shall, as a condition of its effectiveness, include all of at the above-enumerated information), elect to recapture rental and on the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated terms set forth in this Lease for the term set forth in Tenant's notice, or, in the case of an assignment, to survive the expiration or sooner termination of terminate this Lease). If Landlord does not exercise such option, Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect may assign the Lease or sublet such space to such proposed assignee or subtenant on the Premises following further conditions: (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as 1) Landlord shall have elected the right to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling approve such proposed assignee or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transactionsubtenant, which consent approval shall not be unreasonably withheld withheld; (2) The assignment or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) sublease shall be renewed upon on the same terms and as otherwise provided set forth in subsection the notice given to Landlord; (b3) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed No assignment or sublease, sublease shall be valid and no assignee or sublessee shall take possession of the parties agree that it shall not be unreasonable for Landlord to withhold its consent to Premises until an executed counterpart of such assignment or sublease if: has been delivered to Landlord; (i4) the proposed No assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing further right to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate sublet except on the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building.herein contained; and (e5) Any sums or other economic consideration received by Tenant as a result of any such assignment or subletting, however denominated under the assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions) whether denominated rentals under the sublease or otherwisesublease, 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 that any portion of the premises subject to Premises subleased), plus (ii) any real estate brokerage commissions or fees payable in connection with such sublease assignment or assignment) subletting, shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable paid to Landlord as Additional Rental additional rent under this Lease without affecting or reducing any other obligation obligations of Tenant hereunder. (f) Regardless 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 consentconsent and without extending any recapture or termination option to Landlord, no 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 obligation obligations under this 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 rental 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 an assignee or subtenant of Tenant or any successor of Tenant ▇▇▇▇▇▇ in the performance of any of the terms hereof, Landlord may proceed directly against Tenant T enant without the necessity of exhausting remedies against such assignee assignee, subtenant or successor. Landlord may consent to subsequent assignments of the Lease or sublettings 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. (g) In e. If Tenant assigns the event that (i) Lease or sublets the Premises or requests the consent of Landlord to any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting or if Tenant requests the consent of the Premises by TenantLandlord for any act that Tenant proposes to do, then Tenant shall shall, upon demand, pay to Landlord (i) an administrative fee of One Hundred Fifty and No/100ths Dollars ($250 per request (including requests for 150.00) plus any attorneys’ fees reasonably incurred by Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000such act or request.

Assignment and Subletting. (a) Subject to No assignment of this Lease or sublease of all or any part of the remaining subsections of Article 12Premises shall be permitted, except as expressly permitted pursuant to provided in this section, Article 16. a. Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer 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. Subject to subparagraph 12(i) below, this This Lease shall not, nor shall any interest of Tenant herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) b. If at any time or from time to time during the term of this Lease Term Tenant 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 such desirethe proposed assignment or sublease, including and the name, address and contact party for identity of the proposed assignee or subtenant. Tenant shall promptly supply Landlord with such Lease: Lake Union Building LLC/Mathsoft, a description Inc. May 18, 1999 information concerning the business background and financial condition of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof)subtenant as Landlord may reasonably request. Landlord may, at its shall have the option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty twenty (3020) days next after Tenant’s notice is given, to terminate the 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 Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term.further conditions: (c1) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected the right to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling approve such proposed assignee or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transactionsubtenant, which consent approval shall not be unreasonably withheld withheld; (2) The assignment or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) sublease shall be renewed upon on the same terms and as otherwise provided set forth in subsection the notice given to Landlord; (b3) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed No assignment or sublease, sublease shall be valid and no assignee or sublessee shall take possession of the parties agree that it shall not be unreasonable for Landlord to withhold its consent to Premises until an executed counterpart of such assignment or sublease if: has been delivered to Landlord; (i4) the proposed No assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing further right to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate sublet except on the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building.herein contained; and (e5) Any sums or other economic consideration received by Tenant as a result of any such assignment or subletting, however dominated under the assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions) whether denominated rentals under the sublease or otherwisesublease, 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 that any portion of the premises subject to Premises subleased), plus (ii) any real estate brokerage commissions or fees payable in connection with such sublease assignment or assignment) subletting, shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable paid to Landlord as Additional Rental additional rent under this Lease without affecting or reducing any other obligation obligations of Tenant hereunder. c. Not withstanding 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 (fi) Regardless the assignee or sublessee assumes, in full, the obligations of Landlord's consentTenant under this Lease, no (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 obligation ’s obligations under this 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 rental 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 an assignee or subtenant 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 assignee, subtenant or successor. Landlord may consent to subsequent assignments of the Lease or sublettings 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. (g) In e. If Tenant assigns the event that (i) Lease or sublets the Premises or requests the consent of Landlord to any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting or if Tenant requests the consent of Landlord for any act that Tenant proposes to do, the Premises by TenantTenant shall, Tenant shall upon demand, pay to Landlord (i) an administrative fee of One Hundred Fifty and No/100ths Dollars ($250 per request (including requests for 150.00) plus any attorneys’ fees reasonably incurred by Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000such act or request.

Assignment and Subletting. (a) Subject Provided no Default or Event of Default shall have occurred and be continuing, with prior written notice to Lessor and the Agent, Lessee may, provided such use of the Property or the applicable portion thereof is limited to the remaining subsections Permitted Use, sublet all or any portion of Article 12the Property to (i) an Affiliate or (ii) Invitrogen (the "Invitrogen Sublease"), except as expressly permitted pursuant provided that the term of the Invitrogen Sublease shall not extend beyond April 30, 2002, or assign this Lease to this sectionan Affiliate. Provided no Default or Event of Default or event which, Tenant with the giving of notice or the lapse of time or both, would constitute an Event of Default, shall nothave occurred and be continuing, without with the prior written consent of Landlord, such Lessor and the Agent (which consent shall not to be unreasonably withheld), assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or Lessee may sublet all or any part of the Premises, Tenant shall give notice Property to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (any Person which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demisenot an Affiliate, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in assign this Lease to survive the expiration or sooner termination of this Lease)any Person which is not an Affiliate, Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture instance such spacePerson shall use the Property solely for the Permitted Use. Notwithstanding the foregoing, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord Lessor to withhold its consent, or to condition its consent, if the Agent or Issuer withholds its consent to any assignment or subletting, or requires that certain conditions or requirements be satisfied or observed. Lessee shall give Lessor at least thirty (30) days' advance written notice of its intention to enter into any transaction governed by this Paragraph 15, together with such information as Lessor and/or the Agent may reasonably request concerning the business and financial background of the proposed sublessee or assignee. Within ten (10) days after the execution and delivery of any assignment or sublease if: permitted pursuant to this Paragraph 15, Lessee shall deliver a conformed copy thereof to Less▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇d within ten (10) days after the execution and delivery of any permitted sublease, Lessee shall give notice to Lessor and the Agent of the existence and term thereof, and of the name and address of the sublessee thereunder. (b) No assignment or sublease permitted hereunder will (i) release Lessee of any obligations hereunder or under any of the proposed other Operative Documents or affect or reduce any of the obligations of Lessee hereunder, and all such obligations shall continue in full effect as obligations of a principal and not as obligations of a guarantor or surety, to the same extent as though no assignment or subletting had been made, (ii) impose any obligations on Lessor beyond those of Lessor under this Lease or otherwise affect any of the rights of Lessor under this Lease or (iii) extend beyond the last day of the Term. Each assignment or sublease permitted hereby shall be made and shall expressly provide that it is subject and subordinate to this Lease and the rights of Lessor hereunder, and shall expressly provide for the surrender of the Property or the applicable portion thereof that is subleased by the applicable sublessee at the election of Lessor after the occurrence and continuance of an Event of Default. Notwithstanding the foregoing, however, Lessor covenants and agrees that, following the occurrence and continuance of a Default or an Event of Default, Invitrogen shall be entitled to remain in possession of that portion of the Property then being subleased by Invitrogen pursuant to the Invitrogen Sublease, provided Invitrogen is not then in default under such sublease and Invitrogen agrees to attorn to Lessor or any subsequent owner of the Property for the remainder of the term of such sublease. The effectiveness of an assignment hereunder shall be conditioned upon the receipt by Lessor and the Agent of a writing executed by the assignee pursuant to which the assignee shall expressly assume all of the obligations of Lessee hereunder. Any assignment or subletting, Lessor's consent thereto, or Lessor's collection or acceptance of rent from any assignee or sublessee shall have a net worth less than the net worth not be construed either as waiving or releasing Lessee from any of Tenant at the time Tenant executes its liabilities or obligations under this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed as relieving Lessee or any assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that from the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) Regardless of Landlordobtaining Lessor's consent, no subletting or assignment shall release Tenant of Tenantand the Agent'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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed prior written consent to any subsequent assignment or subletting. In . (c) Upon the event occurrence of default by an Event of Default under this Lease, Lessor shall have the right to collect and enjoy all rents and other sums of money payable under any assignee of Tenant or any successor of Tenant in the performance sublease of any of the terms hereofProperty, Landlord and Lessee hereby irrevocably and unconditionally assigns such rents and money to Lessor, which assignment may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. be exercised upon and after (g) In the event that (ibut not before) the Premises or any part thereof are sublet occurrence of an Event of Default. From and Tenant is in default under this Lease after any applicable notice and right to curethe date, if any, or (ii) this Lease that such Event of Default is assigned by Tenantcured, thensuch rents shall again become payable to Lessee and the excess, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver if any, of the provisions of this Article 12 with respect to assignment and subletting, or sublease rents collected by Lessor over the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlordamount thereof applied toward Lessee's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease shall be paid to Lessee. (d) All restrictions and obligations imposed pursuant to this Lease on Lessee shall be deemed to extend to any sublessee or assignee, and Lessee shall cause such Person to comply with such restrictions and obligations. (e) Any assignment or sublease not made in excess accordance with the terms of $200,000this Paragraph 15 shall be void.

Assignment and Subletting. (a) Subject Lessee shall not be entitled to assign all or any part of Lessee's interest in this Lease or sublet or part with the remaining subsections possession of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, the whole or any part of any one or more of Leased Properties without the prior written consent of Landlord, such consent not to be unreasonably withheld, assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the 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, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transactionLessor, which consent shall not be unreasonably withheld withheld, conditioned, or delayed. If, however, Tenant A sublease of rooms to residents of the Facilities or public areas shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For considered a sublease for purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent Article 19. As a condition to any proposed permitted assignment or sublease, the parties agree that it Lessee shall not remain and continue to be unreasonable obligated for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant all of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express terms and provisions of this Lease, would or might reasonably violate including the terms payment of Rent, unless specifically released therefrom in writing by Lessor. In the event of any other lease for the Buildingpermitted assignment of this Lease, or would, said assignee shall assume in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization writing all obligations of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 Lessee under this Lease (prorated which shall accrue after such assignment. Anything in this Section 19.1 to reflect obligations allocable the contrary notwithstanding, Lessor's consent to that portion of the premises subject to such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one an assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) In the event that required for (i) the Premises or any part thereof are sublet an assignment of all (but not a portion) of Lessee's right, title and Tenant is interest in default under and to this Lease after any applicable notice and right to cure, if anyan Affiliate of Lessee including a subletting to one or more New Subs, or (ii) this Lease is assigned by Tenanta transfer, thenin a single transaction, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; of all (but no such collection shall be deemed not a waiver portion) of the provisions ownership and voting interests in Lessee to an Affiliate of this Article 12 with respect to assignment and subletting, Lessee or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (hiii) In connection with each proposed an assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) Lessee's interest in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% one or more of whose capital stock is owned by the Facilities to a successor operator provided that such successor (1) has prior experience operating similar healthcare facilities having the same stockholders owning 50% Primary Intended Use, (2) is able to obtain all licenses, permits and approvals necessary to operate the affected Facility or more Facilities for their Primary Intended Use and (3) is reasonably acceptable to Omega or any successor Facility Mortgagee (each of Tenant's capital stock(i), parent or subsidiary corporation of Tenant or to (ii), and (iii) herein a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged"Permitted Assignment"), provided that (a) at the time that such purchasingassignment becomes effective, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all no Event of Default on the obligations part of Tenant Lessee then exists under this the Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of (b) such assignment is made by a written assignment and assumption agreement in form reasonably satisfactory to Landlord within ten (10) days thereafterLessor. Upon a Permitted Assignment, the Lessee and provided further that Tenant its Affiliates shall not all be released or discharged from any liability all obligations under this Lease and under all documents related to this Lease by reason virtue of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, The Tenant shall not, without the prior written consent of Landlord, such consent will not to be unreasonably withheld, assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all the whole or any part of the Premises, unless (a) it has received or procured a bona fide written offer to take an assignment or sublease that is not inconsistent with, and the acceptance of that would not breach any provision of, this Lease if this clause is complied with, and that the Tenant shall give notice has determined to Landlord accept subject to this clause being complied with, and (b) it has first requested and obtained the consent in writing of the Landlord. Any request for such consent will be in writing and accompanied by a true copy of such desireoffer, including and the nameTenant will furnish to the Landlord all information available to the Tenant and requested by the Landlord as to the responsibility, address reputation, financial standing, and contact party for business of the proposed assignee or subtenant, a description . Within [redacted]after the receipt by the Landlord of such party's business historyrequest for consent and of all information the Landlord has requested under this clause 10.2 (and if no such information has been requested, within [redacted]after receipt of such request for consent) the effective date of Landlord will have the proposed assignment or sublease right upon written notice to the Tenant to: L a n d l o r d I n i t i a l s _ _ _ _ _ _ _ 115526615:v9 (including the proposed occupancy date by the proposed assignee or sublessee), and i) in the instance case of a proposed sublease, either sublet from the square footage Tenant any portion of the Premises proposed to be subleasedsublet for the term for which such portion is proposed to be sublet but at the same Annual Base Rent and Additional Rent per R e v i s e d M a y 1 , 2 0 1 5 P a floor plan professionally drawn g e | 1 8 T e n a n t I n i t i a l s _ _ _ _ _ _ _ square foot of Rentable Area of such portion as the Tenant is required to scalepay to the Landlord under this Lease for such portion or, depicting if the proposed sublease area, and a statement of the duration of the proposed sublease (which shall in any and is for all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include or substantially all of the above-enumerated information)remainder of the Term, elect terminate this Lease as it pertains to recapture the portion of the Premises or such portion as is so proposed by the Tenant to be sublet sublet; or (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof ii) in the instance case of a proposed assignment, terminate this Lease. If the recapture of less than all of the Premises), and terminate Landlord terminates this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises all or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, such termination will be effective on the cost date stipulated in the notice of erecting any required demising wallstermination, entrances and entrance corridorswhich will not be less than 60 days or more than 90 days following the giving of such notice, and any other the Tenant will surrender the whole or further improvements required in connection therewithpart, including without limitationas the case may be, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made the Premises in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractorssuch notice, and shall Rent will be shared 50% by Tenant apportioned and 50% by Landlord. Upon paid to the completion date of any recapture and termination as provided hereinsurrender and, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture if a part only of the Premises (or so much thereof as Tenant had proposed to sublease)is surrendered, then Tenant may proceed to market Rent payable under clause 4.1 will thereafter ▇▇▇▇▇ proportionately. If the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent consents to any proposed assignment or subletting, the Tenant will assign or sublet, as the case may be, only upon the terms set out in the offer submitted to the Landlord as specified and not otherwise. As a condition of the Landlord’s consent, the assignee or subtenant, as the case may be, will agree (and will be deemed to have agreed) with the Landlord to observe the obligations of the Tenant under this Lease as they relate to the space assigned or sublet (except, in the case of a sublease, the parties agree Tenant’s covenant to pay Rent) by entering into an assumption agreement with the Landlord and the Tenant, in the Landlord’s then standard form, and will pay the Landlord’s then current processing charge and reasonable solicitor’s fees and disbursements for preparing such agreement. The Tenant further agrees that it shall not be unreasonable for if the Landlord consents to withhold its consent to any such assignment or sublease if: (i) subletting, the proposed assignee Tenant will be responsible for and will hold the Landlord harmless from any and all capital costs for Leasehold Improvements and all other expenses, costs, and charges with respect to or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms arising out of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, such assignment or license (except rental or other payments received which are attributable to subletting. Notwithstanding any such consent being given by the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one such assignment or subletting shall being effected, the Tenant will remain bound to the Landlord for the fulfilment of all the terms, covenants, conditions, and agreements in this Lease. Any consent by the Landlord to any assignment or subletting will not be deemed constitute a waiver of the requirement for consent by the Landlord to any subsequent assignment or subletting. In subletting by either the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successorsubtenant. (g) In the event that (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except 9.1 Except as expressly permitted pursuant to this sectionotherwise provided in Section 9.8 below, Tenant shall notnot 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 and employees of its affiliates companies, 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, assignconditioned or delayed, transfer 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 hypothecate permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord at least twenty (20) days but no more than one hundred twenty (120) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. 9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent specified in this Lease or any interest herein or sublet 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 thereof. Any of them are then assigned or sublet, Landlord, in addition to any other remedies provided in this Lease or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from Tenant under this Lease, and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease. 9.3 In addition to Landlord’s right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the foregoing acts without such consent Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice given by Landlord to Tenant within fifteen (15) days following Landlord’s receipt of Tenant’s written notice as required above. However, if Tenant notifies Landlord, within five (5) days after receipt of Landlord’s termination notice, that Tenant is rescinding its proposed assignment or sublease, the termination notice shall be void and shall, at the option of Landlord, terminate this LeaseLease shall continue in full force and effect. Subject to subparagraph 12(i) below, If this Lease shall not, nor shall any interest herein, be assignable as terminated with respect to the interest entire Premises pursuant to this Section, the Term of Tenant by operation this Lease shall end on the date stated in Tenant’s notice as the effective date of law the sublease or by mergerassignment 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, consolidation or asset sale, without the written consent of Landlord. (b) If at any time or rent to be paid from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part unexpired Term shall ▇▇▇▇▇ proportionately based on the proportion by which the approximate square footage of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date remaining portion of the 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 Premises shall be subleased, a floor plan professionally drawn to scale, depicting the proposed sublease area, and a statement less than that of the duration Premises as of the proposed sublease (which shall in any and all events expire by its terms date immediately prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof)such recapture. Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectivenessat Tenant’s own cost and expense, include all of the above-enumerated information), elect discharge in full any outstanding commission obligation which may be due and owing to recapture the Premises or such portion as is proposed any broker engaged by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Term. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form reasonably acceptable to Landlord) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes of this Section 12(d), and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or subleasesubletting, whether or not the parties agree that it shall not be unreasonable for Premises are recaptured pursuant to this Section 9.3 and rented by Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee tenant or sublessee any other tenant; provided that Tenant shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise only be responsible for commissions due its broker and not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) Tenant is proposing to assign or sublease to an existing tenant of the Building or the Project or to another prospect with whom any broker retained by Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius of the Project; (v) the Landlord’s proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Buildingtenant. (e) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for 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 such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. (f) 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g) 9.4 In the event that (i) the Premises Tenant sells, sublets, assigns or any part thereof are sublet and Tenant is in default under transfers this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by TenantLease, Tenant shall pay to Landlord as additional rent an amount equal to fifty percent (50%) of 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) an administrative fee all rent and other consideration which Tenant is entitled to receive by reason of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such requestany sale, plus sublease, assignment or other transfer of this Lease, over (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated (i.e., a corporation 50% or more of whose capital stock is owned rent otherwise payable by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth Lease at least substantially similar to Tenant's net worth at the Commencement such time. For purposes of the Term foregoing, any consideration received by Tenant in form other than cash shall be valued at its fair market value as shown determined by Landlord in good faith. The “Costs Component” is that amount which, if paid monthly, would fully amortize on a balance sheet dated December 2000straight-line basis, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to over the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if entire period for which Tenant is in default of or has previously defaulted more than twice to receive Increased Rent, the reasonable costs incurred by Tenant for leasing commissions and tenant improvements in connection with any of its monetary obligations under this Lease in excess of $200,000such sublease, assignment or other transfer.

Assignment and Subletting. (a) Subject to the remaining subsections of Article 12, except Except as otherwise expressly permitted pursuant to this sectionprovided herein, Tenant shall not, without the prior written consent of LandlordLandlord in each instance, such consent not (i) convey, mortgage, pledge, hypothecate, or encumber, or subject to or permit to exist upon or be unreasonably withheldsubjected to any lien or charge, assign, transfer or hypothecate this Lease or any interest under it, (ii) allow to exist or occur any transfer of or lien upon this Lease or the Tenant's interest herein by operation of law, (iii) assign this Lease or any of Tenant's rights hereunder, (iv) sublet the Premises or any part thereof. Any , or (v) permit the use or occupancy of the foregoing acts without such consent shall be void and shall, at the option Premises or any part thereof for any purpose not provided for under Section 3 of Landlord, terminate this Lease. Subject to subparagraph 12(i) below, this Lease shall notor by anyone other than the Tenant and Tenant's employees. Landlord has the absolute right to withhold its consent, nor shall without giving any interest hereinreason whatsoever, be assignable except as herein expressly provided to the interest contrary. The foregoing prohibitions shall also apply to any assignee or subtenant of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of LandlordTenant. (b) If at any time or from time Prior to time during the term of this Lease Commencement Date, Tenant desires to shall not assign this Lease or sublet all or any part of the Premises. If, after the Commencement Date, Tenant shall give has procured an assignee or sublessee, Tenant shall, by written notice to Landlord, advise Landlord of its intention from, on and after a stated date (which shall not be less than fifteen (15) days after the date of Tenant's notice) to assign this Lease to such desire, including the name, address and contact party for the proposed assignee or subtenant, a description sublet any part or all of the Premises to such proposed subtenant for the balance or any part of the Term. Upon receipt of such partynotice, Landlord shall have the right, to be exercised by giving written notice to Tenant within fifteen (15) days after receipt of Tenant's business historynotice, to cancel the effective lease in the case of a proposed assignment of this Lease or a proposed subleasing of all the Premises, or to cancel the lease with respect to the portion to be so subleased by notice to Tenant in which latter event the Rent and Tenant's Proportionate Share as defined herein shall be adjusted on the basis of the number of square feet of Rentable Area of the Premises retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. If Landlord wishes to exercise such option to cancel[, Landlord shall, within fifteen (15) days after Landlord's receipt of such notice from Tenant, send to Tenant a notice so stating and in such notice Landlord shall specify the date as of which such cancellation is effective, which date shall be not less than the date on which the proposed assignment or sublease was to commence and not more than ninety (including 90) days after the date on which the date on which the proposed occupancy date by assignment or sublease was to commence. Tenant's notice given pursuant to this Section 13(b) shall state the name and address of the proposed assignee subtenant 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 areaassignee, and a statement of the duration true and complete copy of the proposed sublease (which shall in any or assignment and all events expire by its terms prior sufficient information to permit Landlord to determine the scheduled expiration of this Lease, financial responsibility and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all character of the above-enumerated information), elect proposed subtenant or assignee shall be delivered to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease Landlord with respect to the space being recaptured. Provided Landlord's right to recapture shall not apply to any "convenience subletting" of an aggregate of less than fifteen percent (15%) of the Premises for a term of less than the remaining Lease Termsaid notice. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein upon receiving Tenant's notice given pursuant to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this LeaseSection 13(b), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect not exercise its right to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premisescancel, or such portion thereof as Landlord shall have elected will not unreasonably withhold its consent to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, and shall be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture and termination as provided herein, Tenant's Fixed Rent, Recognized Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement subletting the space covered by its notice. In each case, such subletting or assignment shall also be subject to the following conditions: (in each case in form reasonably acceptable to Landlordi) within a period of seven (7) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of Landlord to such transaction, which consent shall A Default is not be unreasonably withheld or delayed. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord's prior written consent as aforesaid within seven (7) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, existence; (ii) Tenant shall again be required to request Landlord's consent to has fully complied with the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. For purposes provisions of this Section 12(d13; (iii) The assignee or subtenant is not a tenant of the Lincolnshire Corporate Center or a government (or subdivision or agency thereof); (iv) Tenant has furnished Landlord with copies of all documents relating to the sublease or assignment arrangement between Tenant and the proposed subtenant or assignee, and without limiting the basis upon which Landlord may withhold its consent to any including financial statements, if requested by Landlord; (v) The proposed sublease or proposed assignment or sublease, does not extend for a term beyond the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth initial Term of Tenant at the time Tenant executes this Lease, nor does the sublease or assignment contain any options to extend or renew the term thereof beyond the initial Term of this Lease; (vi) The subtenant or assignee is of a character or engaged in a business which is, and the subtenant's or assignee's proposed use of the Premises, or portions thereof, is otherwise consistent with the standards of Landlord for the Building and the use permitted hereunder; (vii) A subletting will not acceptable result in more than two occupants of the Premises, including Tenant and all subtenants; (viii) The space to Landlord in Landlord's reasonable discretion; be subleased and the remaining portion of the Premises are both legally leasable units and suitable for normal renting; (iiix) the proposed The assignee or sublessee shall have no reliable credit history subtenant is sufficiently financially responsible to perform its obligations under the sublease or an unfavorable credit history, assignment; and (x) The intended use by or other reasonable evidence exists that business of the proposed assignee or sublessee will experience difficulty not conflict with any commitment by Landlord to any other tenant in satisfying its financial or other obligations under this Lease; the Lincolnshire Corporate Center. Landlord agrees to respond to Tenant's request for approval within fifteen (iii15) days after submission of all documents. (d) Notwithstanding the proposed assignee provisions of sublesseesubparagraphs (a), in Landlord's reasonable opinion(b), is not reputable and of good character; (ivc) Tenant is proposing to assign or sublease above, Landlord agrees that (1) as to an existing tenant assignment or transfer by operation of law, Landlord shall have the right of consent pursuant to subparagraph (c) above, but shall not have the option to cancel the lease, provided such assignment or transfer is to a corporation which acquires substantially all of the Building or the Project or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating for space in the Building or Project or within a two mile radius stock of the ProjectTenant; and (v2) the proposed assignee or sublessee will cause Landlord's existing parking facilities as to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use an assignment of the Premises in lease to a manner inconsistent with wholly-owned subsidiary of Tenant, Landlord shall not have the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions option to cancel nor shall Landlord have a right of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgment, otherwise be incompatible with other tenancies in the Buildingconsent. (e) Any sums or other economic consideration received Consent by Tenant as a result of Landlord to any assignment, subletting, assignment use, or license (except rental occupancy or other payments received which are attributable transfer shall not operate to relieve the amortization of the cost of leasehold improvements made Tenant from any covenant or obligation hereunder, and shall not he deemed to the sublet be a consent to or assigned portion of the premises by Tenant for relieve Tenant, or any subtenant or assignee, and other reasonable expenses incident from obtaining Landlord's consent to the subletting or any subsequent assignment, including standard leasing commissions) whether denominated rentals under the sublease transfer, lien, charge, subletting, use, or otherwise, which exceed, in the aggregate, the total sums which occupancy. Tenant is obligated to shall pay Landlord under this Lease (prorated to reflect obligations allocable to that portion all of the premises subject to such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting costs, charges and expenses, including attorneys' fees, incurred in connection with any assignment, transfer, lien, charge, subletting, use or reducing any other obligation of Tenant hereunderoccupancy made or requested by Tenant. (f) Regardless of If Tenant, having first obtained 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 rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment sublease or subletting. In the event of default by any assignee of assignment, or if Tenant or any successor of Tenant a trustee in the performance of any bankruptcy for Tenant, pursuant to Section 365 of the terms hereofBankruptcy Code, Landlord may proceed directly against Tenant without shall assign this Lease or sublet the necessity of exhausting remedies against such assignee or successor. (g) In the event that (i) the Premises Premises, or any part thereof are sublet and Tenant is thereof, then in default under this Lease after any applicable notice and right to cure, if any, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected addition to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article 12 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant Rent then payable hereunder, or a release of Tenant from further performance of the covenants herein contained (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for Landlord Waiver) in order to defer Landlord's administrative expenses arising from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed $2,500.00 (i) Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliated as further additional rent on the first day of each month during the term of any such assignment or sublease, fifty percent (i.e.50%) of the amount, a corporation 50% or more if any, by which (x) the Assigned Area Rent exceeds (y) the product of whose capital stock is owned the Current Monthly Rent multiplied by the same stockholders owning 50% or more of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged, provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least substantially similar to Tenant's net worth at the Commencement of the Term as shown on a balance sheet dated December 2000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default of or has previously defaulted more than twice in connection with any of its monetary obligations under this Lease in excess of $200,000.Assigned Area. As used herein: