Common use of Assignment or Subletting Clause in Contracts

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge or in any manner transfer this Lease or any estate or interest thereunder and not to sublet the Leased Premises or any part or parts thereof without the prior written consent of Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. Of the total consideration paid to Tenant for a sublease or assignment that exceeds the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) shall be paid to Landlord. Where a part of the Premises is subleased or assigned, there shall be a prorating of the Rent payable under this Lease and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises shall not be a waiver of Landlord's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s consent to any assignment or sublease shall not, in the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord under this Lease.

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease9.1. Except as provided in (a), (b), (c) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge or in any manner transfer this Lease or any estate or interest thereunder and not to sublet the Leased Premises or any part or parts thereof without with the prior written consent of Sublandlord (and Master Landlord in each instance if and as required by the Master Lease, and subject to the standards imposed on Master Landlord’s consent, if any, thereunder), which consent of Sublandlord shall not be unreasonably withheld, conditioned or delayed. Of , Subtenant shall not voluntarily, involuntarily or by operation of law (a) Transfer (as defined in the total consideration paid Master Lease) this Sublease or any interest under it; (b) allow any Transfer thereof or any lien upon Subtenant’s interest by operation of law; (c) further sublet the Sublease Premises or any part thereof; or (d) permit the occupancy of the Sublease Premises or any part thereof by anyone other than Subtenant (all of the foregoing hereby referred to Tenant for collectively herein as a sublease or assignment that exceeds the amount Tenant must pay Landlord under this Lease (the “Excess ConsiderationTransfer”). Subtenant shall provide Sublandlord with not less than thirty (30) days prior notice of a proposed Transfer. With any request for consent to a Transfer, fifty percent (50%) shall be paid to Landlord. Where Subtenant will submit a part copy of the Premises is subleased or assigned, there shall be a prorating proposed Transfer document to Sublandlord and notify Sublandlord of the Rent payable under this Lease proposed effective date of the Transfer, the name of the proposed transferee (accompanied by evidence of the nature, character, ownership, business, and financial condition of the rent payable under the assignment transferee and its business), all terms and conditions (including rental and other consideration) of or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable relating to the amortization Transfer and a general description of the cost of Tenant improvements made any proposed alterations. Sublandlord shall grant or deny its consent to the Premises at Tenantproposed Transfer within thirty (30) days following submission of Subtenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid request accompanied by the subtenant or assignee and any exclusions from consideration permitted by this sectioninformation required herein. Consent by Landlord Sublandlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises any Transfer shall not be a waiver of Landlord's Sublandlord’s rights hereunder as to any subsequent assignment Transfer. Subtenant shall pay Sublandlord a review fee not exceeding $1,000.00 for Sublandlord’s review of any requested Transfer for its actual, out of pocket, reasonable costs and expenses (including reasonable attorneys’ fees); provided, that in addition and not subject to the $1,000 maximum, Subtenant shall pay Sublandlord any expenses and other amounts (including attorneys’ fees) charged by Master Landlord in connection therewith, when applicable and only to the extent provided for in the Master Lease. Any approved Transfer shall be expressly subject to the terms and conditions of the Master Lease and this Sublease. Upon Default while a Transfer is in effect, Sublandlord may collect directly from the transferee all sums becoming due to Subtenant under the Transfer and apply such amount against any sums due Sublandlord by Subtenant, and Subtenant hereby authorizes and directs any transferee to make payments directly to Sublandlord upon notice from Sublandlord. No direct collection by Sublandlord from any transferee shall constitute a novation or sublettingrelease of Subtenant, or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s a consent to any assignment the Transfer or sublease shall not, in the absence a waiver of language to the contrary contained within said assignment or sublease, release Tenant from the covenant prohibiting Transfers. Sublandlord, as Subtenant’s agent, may endorse any check, draft or other instrument payable to pay rent or any other covenant owed by Tenant to Landlord Subtenant for sums due under a Transfer, and apply the proceeds in accordance with this LeaseSublease; this agency is coupled with an interest and is irrevocable.

Assignment or Subletting. Tenant Lessee shall have the right to assign this Lease to (a) any subsidiarynot, parent either directly or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentenceindirectly, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge or in any manner transfer this Lease or any estate or interest thereunder and not to sublet the Leased Premises or any part or parts thereof without the prior written consent of Landlord in each instance Lessor, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed. Of the total consideration paid to Tenant for a sublease or assignment that exceeds the amount Tenant must pay Landlord under , (a) assign (including transfers of interest in Lessee) this Lease or any interest hereunder; (b) permit any assignment hereof by operation of law, (c) sublet the “Excess Consideration”)Premises or the Building or any part thereof, fifty percent or (50%d) shall be paid to Landlord. Where a part permit the use of the Premises is subleased or assignedthe Building by any parties other than Lessee, there shall be a prorating its agents and employees, and those using the Premises or the Building with the consent of the Rent payable under this Lease and the rent payable under the Lessee. If Lessor gives its written consent to an assignment or the sublease subletting, then, in addition to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenantany other requirements of Lessor, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, sublessee shall assume in writing the obligation of Lessee to faithfully perform all the terms and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees covenants and to comply with all the conditions to be directly related obligated to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration Lessor for the payment of the rent herein reserved and for the full performance of the terms and covenants and to Landlord at comply with all the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment conditions of this Lease or as lessee hereunder. In the event Lessor consents to one licensing any transfer of Lessee’s interest in this Lease, the word “Lessee” shall thereafter be deemed to also include, without further reference, the party to whom such interest is transferred. The consent by Lessor to any assignment or subletting of the Leased Premises in any one instance or more shall not be constitute a waiver of Landlord's rights hereunder as the necessity for such consent to any subsequent assignment or subletting, . Receipt by Lessor of rentals due hereunder from any party other than Lessor named herein shall not be deemed to act as consent to any such assignment or act to release any guaranty subletting nor relieve Lessee of its obligations hereunder. Any attempted assignment or subletting in violation of this LeaseLease shall be null and void. Notwithstanding the foregoing, LandlordLessee, with the Lessor’s rights to prior written consent which consent shall not be unreasonably withheld, may assign this Lease are or sublease the Premises, or any part or parts thereof, to any of the following: (i) any direct or indirect subsidiary of Lessee (ii) any direct or indirect parent of Lessee; (iii) any entity succeeding to all or substantially all of the business and assets of Lessee; (iv) any entity resulting from a merger or consolidation with Lessee; or (v) any entity that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, Lessee. The term “control” (including the terms “controlling”, “controlled by” and “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise. It is agreed and understood that the undersigned Lessee shall remain unqualified. Furthermore, Landlord’s consent to any assignment or sublease shall not, in fully responsible/liable under the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord under this Leaseoriginal lease.

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) covenants and (d) preceding, Tenant agrees not to sellmake or permit a Transfer by Xxxxxx, assignas hereinafter defined, mortgage, pledge or in any manner transfer this Lease or any estate or interest thereunder and not to sublet the Leased Premises or any part or parts thereof without the Xxxxxxxx’s prior written consent of Landlord in each instance consent, which consent shall not be unreasonably withheld, conditioned or delayed. Of the total consideration paid to A Transfer by Tenant for shall include an assignment of this Lease, a sublease of all or assignment that exceeds any part of the amount Tenant must pay Landlord Demised Premises or any assignment, sublease, license, franchise, transfer, mortgage, pledge or encumbrance of all or any part of Tenant’s interest under this Lease (or in the “Excess Consideration”)Demised Premises, fifty percent (50%) shall be paid to Landlord. Where a by operation of law or otherwise, or the use or occupancy of all or any part of the Demised Premises is subleased or assigned, there by anyone other than Tenant. Any such Transfer by Tenant without Landlord’s written consent shall be void and shall constitute a prorating default under this Lease. In the event Landlord consents to any Transfer by Tenant, Tenant shall not be relieved of the Rent payable its obligations under this Lease and Tenant shall remain liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease, to the same extent as though no Transfer by Xxxxxx had been made, unless specifically provided to the contrary in Landlord’s prior written consent. The acceptance of rent payable under by Landlord from any person other than Tenant shall not be deemed to be a waiver by Landlord of the provisions of this Section or of any other provision of this Lease and any consent by Landlord to a Transfer by Tenant shall not be deemed a consent to any subsequent Transfer by Xxxxxx. In giving or withholding its consent to a proposed Transfer by Xxxxxx, Landlord shall be entitled to consider any reasonable factor, including but not limited to the following: (a) financial strength and credit history of the proposed subtenant/assignee; (b) business reputation of the proposed subtenant/assignee; (c) proposed use of the Demised Premises by the proposed subtenant/assignee; (d) managerial and operational skills of the proposed subtenant/assignee; and (e) compatibility of the proposed subtenant with other tenants of the Building. Notwithstanding the foregoing, Tenant may assign this Lease or sublet any or all of its leasehold interest in the Demised Premises to an affiliate, subsidiary, or parent corporation of Tenant; (ii) resulting entity from a merger or consolidation involving Tenant; or (iii) an entity purchasing all or substantially all of the assets of Tenant, in each case without Landlord’s consent, provided that Tenant gives written notice to Landlord with a copy of the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for and the assignee or subtenant, sublessee agrees in writing with Landlord to be bound by the terms and other reasonable, actual cash out-of-pocket costs paid by Tenant, conditions of the Lease; provided further that no such as attorneys’ fees directly related to Tenant’s obtaining an assignee notice or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment consent shall be sent required in connection with a detailed statement showing the total consideration paid by the subtenant transfer of any voting stock or assignee and interests of Tenant. Despite any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises shall not be a waiver of Landlord's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s consent to any assignment or sublease shall not, in the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord will not be relieved of its obligations under this Lease, and Xxxxxx remains liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease, to the same extent as though no assignment or sublease by Xxxxxx had been made. Tenant covenants and agrees that in the event Landlord consents to a sublease by Tenant, Tenant and Tenant’s Subtenant shall enter into the form of Sublease, Assumption and Consent Agreement attached hereto as Exhibit E, and in the event Landlord consents to an assignment, Tenant and Tenant’s assignee shall enter into the form of Assignment, Assumption, and Consent Agreement attached hereto as Exhibit F, or the standard form of agreement in each case then being used by Landlord for subleases and assignments. In the event Tenant or Tenant’s transferee requests any changes or revisions to any such agreement, Tenant shall pay to Landlord, within ten (10) days after demand by Landlord, the reasonable costs and expenses of Landlord in connection with any request by Tenant for consent to a Transfer, including attorneys’ fees.

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Section 7.01 Except as provided in (a), (b), (c) and (d) precedingSection 7.03, Tenant agrees may not to sell, assign, mortgage, pledge assign or in any manner transfer encumber this Lease or any estate or its interest thereunder in the Premises arising under this Lease, and may not to sublet the Leased Premises all or any part or parts thereof of the Premises without first obtaining the prior written consent of Landlord, provided that Landlord does not unreasonably withhold its consent. Landlord will be deemed reasonable in each instance which withholding its consent based on any of the following factors: (i) the financial condition of the proposed assignee or subtenant is not consistent with Landlord’s then current, but reasonable, underwriting standards for tenants of the Building Project; (ii) the proposed assignee’s or subtenant’s use is not in keeping with the quality of the Building Project; (iii) the proposed assignee or subtenant has a poor business reputation; (iv) the proposed assignee or subtenant is an existing tenant in any other space in the Building or has, within the last one hundred twenty (120) days, had discussions with Landlord with respect to other space in the Building; or (v) Tenant is in default under any of the provisions of this Lease. If Tenant desires to assign or sublease, Tenant must provide ten (10) Business Days’ prior written notice to Landlord describing the proposed transaction in reasonable detail and providing all documentation (including detailed financial information for the proposed assignee or subtenant) reasonably necessary to let Landlord evaluate the proposed transaction. Landlord shall notify Tenant within said ten (10) Business Days of its receipt of such notice whether Landlord elects to exercise its recapture right under Section 7.12, and, if not, whether Landlord consents to the requested assignment or sublease. If Landlord fails to respond within such ten (10) Business Day period, Tenant shall give Landlord a second written notice clearly marked “Second Notice” requesting Landlord’s consent within five (5) Business Days, whereupon Landlord’s nonresponse within said five (5) Business Days will be deemed a consent. One consent shall not be unreasonably withheldthe basis for any further consent. The foregoing notwithstanding, conditioned or delayed. Of the total consideration paid to Tenant Landlord shall have no recapture rights for a sublease or assignment that exceeds the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”)subleases which, fifty along with other then existing subleases, constitute less than thirty percent (5030%) shall be paid to Landlord. Where a part of the Premises is subleased Premises, nor for any subleases or assigned, there shall be a prorating of the Rent payable under this Lease and the rent payable under the assignment or the sublease assignments for which Landlord has no consent rights pursuant to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises shall not be a waiver of Landlord's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s consent to any assignment or sublease shall not, in the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord under this LeaseSection 7.03.

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, A. Tenant shall not be relieved from the covenant to pay rent (i) assign, convey or mortgage this Sublease or any other covenant owed to Landlord interest under this Lease. Except as provided in it; (a), (b), (cii) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge or in allow any manner transfer this Lease thereof or any estate or lien upon Tenant’s interest thereunder and not to by operation of law; (iii) further sublet the Leased Premises or any part thereof; or parts (iv) permit the occupancy of the Premises or any part thereof without the prior written consent by anyone other than Tenant. Transfers of Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. Of the total consideration paid to Tenant for a sublease or assignment that exceeds the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) or more of the stock or other ownership interests in Tenant, whether in one transaction or in the aggregate, shall be paid deemed to be an assignment of this Sublease. The preceding sentence shall not apply to shares of stock in Tenant sold to the public in an initial public offering, or to transfers of shares publicly traded in a recognized securities exchange or over-the-counter market. Subject to the provisions of the Prime Lease and Prime Landlord’s rights thereunder, Tenant shall have the same rights as are available to Landlord pursuant to Sections D(1), D(2) and F of Article 41 of the Prime Lease, which provisions are incorporated herein by reference and shall be deemed to apply to transactions by Tenant. Where a If Tenant desires to assign its interest in this Sublease, or further sublet all or part of the Premises is subleased or assignedPremises, there then Tenant shall be submit a prorating of written request to Landlord accompanied by such financial and other information concerning the Rent payable under this Lease and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the proposed assignee or subtenant, and other reasonablethe terms of the assignment or further sublease, actual cash out-of-pocket costs paid as Landlord may reasonably request. Any such request made by TenantTenant to assign this Sublease or enter into a further sublease of all or any portion of the Premises shall be deemed an offer by Tenant which shall be irrevocable for a period of thirty (30) days to surrender all of the Premises to Landlord. If such offer is accepted, such surrender shall be effective as attorneys’ fees directly related to Tenant’s obtaining an assignee of the date that the proposed assignment or subleasefurther sublease would have commenced. Tenant shall pay quit and surrender the Premises as if this Excess Consideration to Landlord at Sublease by its terms expired on such date, and the end of each calendar year during which Tenant collects any Excess Consideration. Each payment Base Rent and Additional Rent under Section 8 shall be sent apportioned as of such date. If Xxxxxx’s offer to surrender the Premises in connection with a detailed statement showing proposed assignment or further sublease of all or a portion of the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent Premises is not accepted by Landlord within thirty (30) days, or if Landlord declines such offer, then Xxxxxxxx’s consent to one such an assignment of this Sublease or such a further sublease of the Premises shall not be unreasonably withheld. If Landlord consents to any assignment of this Lease or to one licensing or further subletting of all or any portion of the Leased Premises Premises, Landlord shall not be a waiver request the consent of Landlord's rights hereunder as Prime Landlord and deliver to subsequent assignment or subletting, or act to release Prime Landlord any guaranty of this Lease, Landlord’s rights information that Tenant submits in connection with its proposal to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s consent to any assignment or sublease shall not, in the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord under this Leasesublet.

Assignment or Subletting. Tenant shall have not assign, pledge, mortgage or otherwise transfer or encumber this Lease, nor sublet all or any part of the right Premises or permit the same to assign this Lease be occupied or used by anyone other than Tenant or its employees without Landlord’s prior written approval, which Landlord agrees not unreasonably to withhold. It will not be unreasonable for Landlord to withhold consent if, as reasonably determined by Landlord, the financial responsibility or business of a proposed assignee or subtenant is unsatisfactory to Landlord, or if Landlord deems such business not to be consonant with that of other tenants in the Building, or if the intended use by the proposed assignee or subtenant conflicts with any commitment made by Landlord to any other tenant in the Building. Tenant’s request for approval shall be in writing and contain the name, address, and description of the business of the proposed assignee or subtenant, its most recent financial statement and other reasonable evidence of financial responsibility, its intended use of the Premises, and the terms and conditions of the proposed assignment or subletting. Within ten (10) business days from receipt of such request Landlord shall either: (a) any subsidiary, parent grant or affiliate refuse consent. Landlord shall have no recapture right. Each assignee or sublessee of Tenant; (b) ’s interest hereunder shall assume and 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 covenant of assumption by the assignee, but the failure or refusal of an assignee to execute the same shall not release assignee from its liability as set forth herein. Notwithstanding anything to the contrary contained in this Section 25, neither (i) an assignment or subletting of all or a portion of the Premises to (A) an entity resulting from any corporate reorganization to which is controlled by, controls or is or under common control with Tenant is a party; (c) any entity resulting from a merger; or an Affiliate of Tenant, or (dB) to an entity purchasing a purchaser of all or substantially all of the assets or a majority of stock or membership interests of Tenant. In , or of an entity which is controlled by, controls or is under common control with Tenant or an Affiliate of Tenant through a purchase, merger, consolidation or reorganization of Tenant by or with another entity (whether such acquisition takes the event form of an asset sale, a stock sale or a combination thereof), nor (ii) transfer, by operation of law or otherwise, in connection with the merger, consolidation or other reorganization of Tenant assigns this Lease or of an entity which is controlled by, controls or is under common control with Tenant or an Affiliate of Tenant (hereinafter, such entities, purchasers, and parties shall be referred to collectively or individually as an “Affiliate”), nor (iii) an initial public offering of Tenant’s or an Affiliate of Tenant’s capital stock, shall be subject to Landlord’s consent pursuant to this Section; provided, however, no sublease or assignment to an Affiliate shall release the previous sentence, Tenant shall not be relieved named herein from the covenant to pay rent or any other covenant owed to Landlord liability under this Lease. Except as provided in (a), (b), (c) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge or in any manner transfer this Lease or any estate or interest thereunder and not to sublet the Leased Premises or any part or parts thereof without the prior written consent of Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. Of the total consideration paid to Tenant for a sublease or assignment that exceeds the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) shall be paid to Landlord. Where a part of the Premises is subleased or assigned, there shall be a prorating of the Rent payable under this Lease and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises shall not be a waiver of Landlord's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty For purposes of this Lease, Landlord’s rights to assign this Lease are and “control” shall remain unqualifiedmean the ownership of more than fifty-one percent (51%) of the outstanding equity securities of an entity or management control of such entity. Furthermore, Landlord’s consent to any assignment or sublease shall not, in the absence of language Notwithstanding anything to the contrary contained within said assignment or in this Section 25 Tenant may, with written notice to Landlord but without Landlord’s consent, sublease, license or allow the use of a portion of the Premises to an entity that is (a) funded by Tenant or an Affiliate in connection with Tenant’s or the Affiliate’s business, or (b) engaged in a business transaction with Tenant or an Affiliate that requires Tenant or the Affiliate to provide office space, provided that the following conditions are all met: (i) such party and its agents, employees, licensees and invitees must either carry the insurance Tenant is required to carry under this Lease or Tenant’s insurance must provide the coverage to such party as though such party were the primary insured under Tenant’s insurance policy; and (ii) no demising wall shall be installed with respect thereto. In no event shall Tenant be released from liability under this Lease in the case of any of the foregoing assignments. Any consent by Landlord hereunder shall not constitute a waiver of strict future compliance by Tenant of the provisions of this Section 25 or a release of Tenant from the covenant to pay rent or any other covenant owed full performance by Tenant to Landlord under of any of the terms, covenants, provisions, or conditions in this LeaseLease contained.

Assignment or Subletting. Tenant A. Subtenant shall not have the right to assign or further sublet its interest in this Lease Sublease without the express prior written consent of Prime Landlord and Sublandlord (which consent Sublandlord shall not unreasonably withhold, condition or delay in each instance), and without otherwise complying with the provisions of this Sublease and the applicable provisions of the Prime Lease. With regard to any contemplated sublet or assignment, Subtenant shall first submit in writing to Sublandlord for Sublandlord’s review and approval: (a) any subsidiarythe name and address of the proposed assignee or subtenant, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; proposed form of assignment or sublease, (c) any entity resulting from a merger; or statement of the rent, additional rent and a description of the other material terms of the proposed transaction including without limitation the proposed use of the Sub-Premises, and (d) reasonably satisfactory certified financial statements showing that the proposed sub-subtenant or assignee has a net worth equal to the greater of Subtenant’s net worth as demonstrated to Sublandlord prior to execution of this Sublease, or ten (10) times the amount of the rental obligation to be assumed by such sub-subtenant or assignee pursuant to the proposed sublease or assignment. Reviewed financial statements, as opposed to “certified” financial statements, shall be acceptable for purposes of the preceding sentence provided the proposed sub-subtenant or assignee has not provided certified financial statement to any investor or other third party covering any portion of the period for which Sublandlord is requesting financial statements. In the event that Prime Landlord approves Subtenant’s proposed sub-subtenant or assignee, Sublandlord agrees not to unreasonably withhold its consent to any such sublease or assignment, provided that Sublandlord has approved the documentation to be employed by Subtenant in connection with the transaction in question and further provided that Sublandlord has not exercised its recapture rights under this Article 22. The following shall be deemed an entity purchasing substantially all assignment of this Sublease for which Sublandlord’s consent shall be required: any dissolution, merger, consolidation, or other reorganization of Subtenant, any sale or transfer (or cumulative sales or transfers) of the capital stock of Subtenant in excess of fifty-one percent (51%), or any sale (or cumulative sales) or transfer of fifty-one percent (51%) or more of the value of the assets of Tenant. In Subtenant provided, however, the event Tenant assigns this Lease pursuant to the previous sentence, Tenant foregoing shall not be relieved from apply to corporations the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge or in any manner transfer this Lease or any estate or interest thereunder and not to sublet the Leased Premises or any part or parts thereof without the prior written consent capital stock of Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. Of the total consideration paid to Tenant for a sublease or assignment that exceeds the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) shall be paid to Landlord. Where a part of the Premises is subleased or assigned, there shall be a prorating of the Rent payable under this Lease and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises shall not be a waiver of Landlord's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s consent to any assignment or sublease shall not, in the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord under this Leasepublicly traded.

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a1) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, The Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge or in any manner transfer assign this Lease or any estate part thereof, nor sublet or interest thereunder and not to sublet part with or share the occupation. control or possession of the Leased Premises or any part or parts thereof without the prior written consent of the Landlord. The prohibition against assignment and subletting includes assignments or sublettings by operation of law including an assignment resulting from the merger or consolidation of the Tenant. If at any time, the Tenant wishes to assign this Lease or to sublet the whole or any part of the Leased Premises, or part with or share the occupation, control or possession of the whole or any part of the Leased Premises (herein sometimes referred to as a "Transfer") the Tenant shall give notice to the Landlord in each instance (i) which consent shall not be unreasonably withheld, conditioned or delayed. Of include an offer by the total consideration paid Tenant to Tenant for the Landlord to have the Landlord act as the Tenant's broker with respect to any assignment and subletting (the "Brokerage Offer") and (ii) which shall include a sublease or assignment that exceeds the amount Tenant must pay Landlord under first offer to surrender this Lease (the “Excess Consideration”), fifty percent (50%"Surrender Offer") shall be paid to Landlord. Where a part in respect of the Premises is subleased whole or assigned, there shall be a prorating of the Rent payable under this Lease and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting part of the Leased Premises shall not be a waiver (the "Subject Area") which the Tenant wishes to Transfer. Notice of Landlordthe Tenant's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights intent to assign or sublet, of the Brokerage Offer and the Surrender Offer shall be given to the Landlord not less than ninety (90) days prior to the date on which the Tenant proposes that the surrender be effective. The Landlord shall have a period of fifteen (15) Business Days after such notice is given to accept or to decline the Brokerage Offer and the Surrender Offer. If the Landlord declines the Brokerage Offer or does not respond thereto, within such period, the Tenant shall be free to retain such brokerage firm as the Tenant considers appropriate. If the Landlord elects to act as the Tenant's broker, the brokerage agreement shall be consistent with industry standards, as determined by the Landlord acting reasonably. If the Landlord accepts the Surrender Offer, then this Lease are and shall remain unqualifiedterminate with respect to the Subject Area on the date proposed in the Surrender Offer (or if none is proposed, upon a date selected by the Landlord), unless the Tenant notifies the Landlord in writing within three (3) Business Days after receiving notice from the Landlord of such termination, that the Tenant has decided not to proceed with the Transfer. Furthermore, Landlord’s consent to any assignment or sublease shall notThe Landlord shall, in the absence of language addition to the contrary contained within said assignment or subleaseright of termination set out in the preceding sentence, release Tenant have the right to sublease from the covenant to pay rent or Tenant, the Subject Area on the same terms and conditions as set out in any other covenant owed proposed subletting by the Tenant, except in respect of the Basic Rent which shall be the lesser of the Basic Rent payable by the Tenant to Landlord under this LeaseLease or the Basic Rent specified in such proposed subletting and the Landlord shall have the further right thereafter to sublease the subject area without requiring the further consent of the Tenant as sublessor and to terminate this Lease in respect of the subject area by giving written notice to the Tenant.

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) and (d) preceding, 13.01 Tenant agrees not to sell, assign, mortgage, pledge assign or in any manner transfer this Lease or any estate or interest thereunder and not to sublet the Leased Premises or any part or parts thereof in this Lease without the prior written consent of Landlord in each instance Landlord, which consent shall not be unreasonably withheld, conditioned and not to sublet the Premises or delayed. Of the total consideration paid to Tenant for a sublease or assignment that exceeds the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) shall be paid to Landlord. Where a any part of the Premises is subleased or assignedto allow anyone to use or to come in, there through or under the Premises without Landlord's consent. Any attempted subletting or assignment without Landlord's consent shall be a prorating of voidable in Landlord's sole discretion and, at Landlord's option, shall grant Landlord the Rent payable under this Lease and the rent payable under the assignment or the sublease right to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of terminate this Lease or to one licensing exercise any of the other rights or remedies it may have hereunder. If consented to, no assignment or subletting shall be binding upon Landlord unless the sublessee or assignee shall deliver to Landlord an instrument (in recordable form, if Landlord so requests) containing an agreement of assumption of all of Tenant's obligations under this Lease. In no event may Tenant assign, sublet or otherwise transfer this Lease or any interest in this Lease at any time while an Event of Default exists hereunder. Landlord may, in its reasonable discretion, refuse to give its consent to any proposed subletting or assignment or exercise its other rights hereunder for any reason, including, but not limited to, the financial condition, creditworthiness or business reputation of the Leased proposed sublessee or assignee, the prevailing market or quoted rental rates for space in the Building or other comparable buildings, and the proposed use of the Premises shall by, or business of, the proposed sublessee or assignee. One consent by Landlord to a subletting or assignment will not be deemed a waiver of Landlord's rights hereunder as consent to any subsequent assignment or assignment, subletting, occupation or act to release use by any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualifiedother person. Furthermore, Landlord’s Neither the consent to any assignment or sublease shall notsubletting nor the acceptance of rent from an assignee, in the absence subtenant or occupant will constitute a release of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent further performance of the obligations of Tenant contained in this Lease. A dissolution, merger, consolidation, or any other covenant owed by reorganization of Tenant, and the issuance or transfer of twenty (20%) percent or more of the voting capital of Tenant to Landlord under persons other than shareholders as of the beginning of such period within any twelve (12) month period, shall each be deemed to be an assignment of this Lease, and as such, prohibited without Landlord's prior written consent.

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent either voluntarily or any other covenant owed to Landlord under this Lease. Except as provided in (a)by operation of law assign, (b), (c) and (d) preceding, Tenant agrees not to sell, assign, mortgageencumber, pledge or in any manner otherwise transfer this Lease or any estate or interest thereunder and not to sublet the Leased Premises all or any part of Tenant’s leasehold estate hereunder, or parts thereof permit the Premises to be occupied by anyone other than Tenant or Tenant’s employees, or sublet the Premises, or any portion thereof, without the obtaining, in each such instance, Landlord’s prior written consent of Landlord consent. Any such assignment or other transfer or subletting shall be subject in each instance which to the recapture option of Landlord’s consent shall not be unreasonably withheld, conditioned or delayed. Of Landlord’s subjective determination of the total consideration paid to Tenant for a sublease or assignment that exceeds financial soundness of the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) proposed assignee shall be paid to Landlord. Where a part of the Premises is subleased or assigned, there shall be a prorating of the Rent payable under this Lease and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this sectionconclusive. Consent by Landlord to one assignment or more assignments of this Lease or to one licensing or subletting more sublettings of the Leased Premises shall not be a waiver of Landlord's rights hereunder as operate to subsequent assignment or subletting, or act to release any guaranty of this Lease, exhaust Landlord’s rights under this Article. Tenant agrees to reimburse Landlord for Landlord’s reasonable cost and attorneys’ fees incurred in conjunction with the processing and documentation of any assignment or subletting under this Lease or Tenant’s interest in and to the Premises. If Tenant desires at any time to assign this Lease are or to sublet the Premises or any portion thereof, it shall first notify Landlord of its desire to do so and shall remain unqualifiedsubmit in writing to Landlord (i) the name of the proposed subtenant or assignee; (ii) the nature of the proposed subtenant’s or assignee’s business to be carried on the premises; (iii) the terms and provisions of the Provisions of the proposed sublease or assignment; and (iv) such reasonable financial information as Landlord may request concerning the proposed subtenant or assignee. Furthermore, Any request for Landlord’s approval or a sublease or assignment shall be accompanied with a check in such reasonable amount as Landlord shall advise for the cost of initial review and/or preparation of any documents relating to such proposed transfer but in no event less than $200.00. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its obligation to pay rent and perform all other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be consent to any assignment or sublease shall not, in the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord under this Leasesubletting.

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, A. Tenant shall not be relieved from the covenant to pay rent (i) assign, convey or mortgage this Sublease or any other covenant owed to Landlord interest under this Lease. Except as provided in it; (a), (b), (cii) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge or in allow any manner transfer this Lease thereof or any estate or lien upon Tenant’s interest thereunder and not to by operation of law; (iii) further sublet the Leased Premises or any part thereof; or parts (iv) permit the occupancy of the Premises or any part thereof without by anyone other than Tenant. Landlord’s consent to an assignment of this Sublease or a further sublease of the prior written consent of Landlord in each instance which consent Premises shall not be unreasonably withheld, conditioned or delayed. Of and if Landlord consents thereto, Landlord shall use reasonable efforts to obtain the total consideration paid consent of Prime Landlord provided that Landlord shall have no liability to Tenant for a the failure to obtain such consent under any circumstances and Landlord shall not be obligated to expend any funds in order to obtain such consent. Any cost of obtaining Prime Landlord’s consent shall be borne by Tenant. Any permitted sublease or assignment shall be subject to all of the terms and provisions of Section 14.1 of the Prime Lease; provided however, that exceeds Landlord shall not have any termination rights under Section 14.1(C) of the amount Prime Lease. Subject to the terms and provisions of Section 14.1(D) of the Prime Lease, if Tenant must sublets any part of the Premises, then with respect to the space so subleased, Tenant shall pay to Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) of the positive difference, if any, between (i) all Subrent (as defined in the Prime Lease) paid by the subtenant to Tenant, less (ii) the sum of all Rent and additional rent allocable to the space sublet and all Permitted Transfer Costs (as defined in the Prime Lease) related to such sublease. Such amount shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such Subrent is paid to Tenant by its subtenant. In calculating Landlord. Where a part 's share of the Premises is subleased or assignedany periodic payments, there all Permitted Transfer Costs shall be a prorating of the Rent payable under this Lease and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid first recovered by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises shall not be a waiver of Landlord's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s consent to any assignment or sublease shall not, in the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord under this Lease.

Assignment or Subletting. Tenant shall have not assign, mortgage, pledge, or otherwise transfer or encumber this Lease or any interest therein, either voluntarily or by operation of law or otherwise, or sublet the right whole or any part of the Leased Premises, or permit occupancy by anyone else, without obtaining on each occasion Landlord's prior written consent, which consent Landlord may deny, regardless of commercial reasonableness. Notwithstanding the foregoing, if Tenant requests Xxxxxxxx's consent to assign this Lease and Tenant has not been in monetary or other material default under the Lease at any time, Landlord shall not unreasonably withhold its consent to on assignment of the Lease to a new occupant of the Leased Premises who would use the Leased Premises for the purpose described in Article 1 (a) M). If Tenant requests Xxxxxxxx's consent to sublease the Leased Premises, and Tenant has not been in monetary or other material default under the Lease at any subsidiary, parent or affiliate of Tenanttime. Landlord shall not unreasonably withhold its consent provided; (bi) the sublessee uses the Leased Premises for the purpose described in Article 1 (M), and (ii) Tenant derives substantially all of its income with respect to the entity resulting Leased Premises from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing subleasing substantially all of the assets Leased Premises, and (iii) the Sub Rent (as defined below) or other amounts received or accrued by Tenant from subleasing the Leased Premises is not based on the income or profits of Tenantthe subtenant, excluding for this purpose the portion of Sub Rent, if any, based on a fixed percentage or percentages of gross receipts or gross sales of the subtenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge or in any manner transfer this Lease or any estate or interest thereunder and not obtains Landlord's consent to sublet the Leased Premises or any part or parts thereof without Premises, and the prior written consent amount of Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. Of minimum rent and additional rent payable by the total consideration paid sublessee to Tenant for a under the sublease or assignment that (the "Sub Rent") exceeds the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”)aggregate of all Base Rent, fifty percent (50%) shall be paid to Landlord. Where a part of the Premises is subleased or assignedPercentage Rent, there shall be a prorating of the Tax Rent, and Common Area Rent payable under this Lease and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises shall not be a waiver of Landlord's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s consent to any assignment or sublease shall not, in the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord under this LeaseLease for such period ("Lease Rent"), then Tenant shall promptly remit to Landlord each month, due and payable as additional Rent, the difference between the amount of Sub Rent and the amount of Lease Rent. In no event shall Tenant assign, convey, sell, pledge, mortgage, hypothecate or otherwise encumber, transfer or dispose of all or any part of this Lease or Tenants leasehold estate hereunder (collectively referred to as a "Transfer") with or to any person, or in any manner, which could cause any portion of the Rent received by Landlord pursuant to this Lease to fail to qualify as "rents from real property" within the meaning of section 856(d) of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar or successor provision thereto or which would cause any other income of Landlord to fail to qualify as income described in section 856(c)(2) of the Code, and any such Transfer shall be void. In any assignment the assignee must assume this Lease in writing on Landlord's form. Any request for Xxxxxxxx's consent to assignment or subletting shall be accompanied by payment of Landlord's reasonable administrative and attorneys' fees relating thereto. Notwithstanding an assignment or subletting or occupancy of the Leased Premises by anyone other than Tenant, Tenant shall not be released (nor shall any of Tenant's constituents, partners, or members be released) from any obligations, liabilities or covenants under this Lease and shall continue to remain responsible. Landlord shall have the right to collect Rent from any assignee, subtenant or other occupant without releasing Tenant or waiving any right against Tenant for its default under this Article and without accepting the payor as a permitted tenant. Any transfer of a controlling interest in (i) any corporate stock of; (ii) any partnership interest in; or (iii) any membership interest in Tenant, or a merger, consolidation or liquidation of or by Tenant, either voluntarily or by operation of law, shall be deemed an assignment and require Landlord's consent as stated above. Notwithstanding the foregoing, a public offering of stock, or transfers of stock, on the NYSE, AMEX, NASDAQ stock exchanges, or other nationally recognized stock exchange where shares are publicly traded, shall not be deemed an assignment for purposes hereof. Under any circumstances, Landlord shall not be liable for any money damages to Tenant or Xxxxxx's proposed assignee, transferee or subtenant for refusal to consent to any assignment or transfer of this Lease or transfer of Tenant's corporate stock or sale of Tenant's business or for refusal to consent to any subletting; Xxxxxx's sole remedy shall be specific performance.

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Section 7.01 Except as provided in (a), (b), (c) and (d) precedingSection 7.02, Tenant agrees may not to sell, assign, mortgage, pledge assign or in any manner transfer encumber this Lease or any estate or its interest thereunder in the Premises arising under this Lease, and may not to sublet the Leased Premises all or any part or parts thereof of the Premises without first obtaining the prior written consent of Landlord. Landlord agrees that it will not unreasonably withhold its consent. Landlord will be deemed reasonable in each instance withholding its consent based on any of the following factors: (i) the financial condition of the proposed assignee or subtenant is not consistent with Landlord’s then current, but reasonable, underwriting standards for tenants of the Building Project; (ii) the proposed assignee’s or subtenant’s use is not in keeping with the quality of the Building Project; (iii) the proposed assignee or subtenant has a poor business reputation; (iv) the proposed assignee or subtenant is an existing tenant in any other space in the Building or has, within the last one hundred twenty (120) days, had discussions with Landlord with respect to leasing other space in the Building; or (v) Tenant is in default under any of the provisions of this Lease which is continuing. If Tenant desires to assign or sublease, Tenant must provide ten (10) Business Days’ prior written notice to Landlord describing the proposed transaction in reasonable detail and providing all documentation (including detailed financial information for the proposed assignee or subtenant) reasonably necessary to enable Landlord evaluate the proposed transaction. Landlord shall notify Tenant within said ten (10) Business Days of its receipt of such notice, documentation and information, whether Landlord elects to exercise its recapture right under Section 7.11, and, if not, whether Landlord consents to the requested assignment or sublease. If Landlord fails to respond within such ten (10) Business Day period, Tenant shall give Landlord a second written notice clearly marked “Second Notice” requesting Landlord’s consent within five (5) Business Days, whereupon Landlord’s nonresponse within said period will be deemed a consent. One consent shall not be unreasonably withheldthe basis for any further consent. The foregoing notwithstanding, conditioned or delayed. Of the total consideration paid to Tenant Landlord shall have no recapture rights for a sublease or assignment that exceeds the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”)subleases which, fifty along with other then existing subleases, constitute less than thirty percent (5030%) shall be paid to Landlord. Where a part of the Premises is subleased Premises, nor for any subleases or assigned, there shall be a prorating of the Rent payable under this Lease and the rent payable under the assignment or the sublease assignments for which Landlord has no consent rights pursuant to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises shall not be a waiver of Landlord's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s consent to any assignment or sublease shall not, in the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord under this LeaseSection 7.02.

Assignment or Subletting. 24. So long as no Tenant Default shall have then occurred and be continuing, and subject to the terms and limitations set forth below, Tenant shall have the right to assign this Lease or sublet the Premises (to no more than three (a3) subtenants in the aggregate at any subsidiary, parent or affiliate of Tenant; (bone time) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge or in any manner transfer this Lease or any estate or interest thereunder and not to sublet the Leased Premises or any part or parts portion thereof without only with the prior written consent of Landlord in each instance Lessor, which consent shall not be unreasonably withheld, conditioned withheld if (i) as to an assignment or delayed. Of the total consideration paid as to Tenant for a sublease or assignment that exceeds of more than 30,000 square feet, the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) shall be paid to Landlord. Where a part of the Premises is subleased or assigned, there shall be a prorating of the Rent payable under this Lease and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the proposed assignee or subtenantsubtenant is reasonably creditworthy, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an (ii) the proposed assignee or sublease. Tenant shall subtenant assumes, in a written assumption agreement in form and substance acceptable to Lessor in its commercially reasonable discretion, Tenant's obligations hereunder (as to subtenants, excluding the obligation as to pay this Excess Consideration Base Rent or Additional Rent) and otherwise agrees to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid bound by the subtenant or assignee terms hereof, from and any exclusions from consideration permitted by this section. Consent by Landlord to one after the date of assignment of this Lease. Notwithstanding the foregoing, under no circumstances will Tenant be released from any obligations hereunder, nor will Guarantor be released from its obligations under the Lease or to one licensing or subletting of the Leased Premises shall not be a waiver of Landlord's rights hereunder as to subsequent Guaranty, upon any such assignment or sublettingsublease, including without limitation any "Intracorporate Transfer" or act to release any guaranty space sharing arrangement as contemplated below in this Section 24. Should Tenant sublease in accordance with the terms of this Lease, Landlord’s rights any increase in rental received by Tenant over the per square foot rental rate which is being paid by Tenant (after reimbursement to assign this Lease are the Tenant of reasonable costs incurred in consummating such sublease, including, without implied limitation, attorneys' fees, brokerage commissions and shall remain unqualified. Furthermore, Landlord’s consent to any assignment or sublease shall not, the cost of making changes by reason thereof in the absence Premises such commissions and costs of language changes in the Premises to be amortized of the term of occupancy of the Premises by the assignee or sublessee) shall be forwarded to and retained by Lessor, which increase shall be in addition to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord Base Rent and Additional Rent due Lessor under this Lease.

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) covenants and (d) preceding, Tenant agrees not to sellmake or ------------------------------ permit a Transfer by Tenant, assignas hereinafter defined, mortgage, pledge or in any manner transfer this Lease or any estate or interest thereunder and not to sublet the Leased Premises or any part or parts thereof without the Landlord's prior written consent of Landlord in each instance consent, which consent shall not be unreasonably withheld. A Transfer by Tenant shall include an assignment of this Lease, conditioned or delayed. Of the total consideration paid to Tenant for a sublease of all or assignment that exceeds any part of the amount Tenant must pay Landlord Demised Premises, any transfer of 50% or more of the voting stock or interests of Tenant, or any assignment, sublease, license, franchise, transfer, mortgage, pledge or encumbrance of all or any part of Tenant's interest under this Lease (or in the “Excess Consideration”)Demised Premises, fifty percent (50%) shall be paid to Landlord. Where a by operation of law or otherwise, or the use or occupancy of all or any part of the Demised Premises is subleased or assigned, there by anyone other than Tenant. Any such Transfer by Tenant without Landlord's written consent shall be void and shall constitute a prorating default under this Lease. In the event Landlord consents to any Transfer by Tenant, Tenant shall not be relieved of the Rent payable its obligations under this Lease and Tenant shall remain liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease, to the same extent as though no Transfer by Tenant had been made, unless specifically provided to the contrary in Landlord's prior written consent. The acceptance of rent by Landlord from any person other than Tenant shall not be deemed to be a waiver by Landlord of the provisions of this Section or of any other provision of this Lease and any consent by Landlord to Transfer by Tenant shall not be deemed a consent to any subsequent Transfer by Tenant. In giving or withholding its consent to a proposed Transfer by Tenant, Landlord shall be entitled to consider any reasonable factor, including but not limited to the following: (a) financial strength and credit history of the proposed subtenant/assignee; (b) business reputation of the proposed subtenant/assignee; (c) proposed use of the Demised Premises by the proposed subtenant/assignee; (d) managerial and operational skills of the proposed subtenant/assignee; and (e) compatibility of the proposed subtenant/assignee with other tenants of the Building. UNDER NO CIRCUMSTANCES SHALL TENANT BE PERMITTED TO MAKE ANY ASSIGNMENT, SUBLEASE OR OTHER TRANSFER OF THIS LEASE TO, NOR PERMIT ANY OCCUPANCY OR USE OF THE DEMISED PREMISES BY, XOR NETWORK ENGINEERING, INC., RED SHIFT, INC., OR ANY PARENT, SUBSIDIARY, OR AFFILIATE OF SUCH CORPORATIONS. Notwithstanding the foregoing, Landlord shall, at Landlord's option, have the right, in lieu of consenting to a Transfer by Tenant, to terminate this Lease as to the portion of the Demised Premises that is subject to the proposed Transfer by Tenant and to enter into a new lease with the proposed transferee and receive directly from the proposed transferee the consideration agreed to be given by such transferee to Tenant for the Transfer by Tenant. Alternatively, at the request of Landlord, Tenant shall pay over to Landlord all sums received by Tenant in excess of the rent payable under by Tenant hereunder which is attributable on an equally allocable square foot basis, to the assignment subletting of all or any portion of the sublease Demised Premises so subleased. In the event Landlord consents to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid a Transfer by Tenant, payments attributable any option to renew this Lease or right to extend the amortization of Lease Term shall automatically terminate unless otherwise agreed in writing by Landlord. Tenant covenants and agrees that in the cost of Tenant improvements made event Landlord consents to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid a sublease by Tenant, Tenant and Tenant's Subtenant shall enter into the form of Sublease, Assumption and Consent Agreement attached hereto as Exhibit E, and in the event Landlord consents to an assignment, Tenant and Tenant's assignee shall enter into the form of Assignment, Assumption, and Consent Agreement attached hereto as Exhibit F, or the REASONABLE standard form of agreement in each case then being used by Landlord for subleases and assignments. In the event Tenant or Tenant's transferee requests any changes or revisions to any such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. agreement, Tenant shall pay this Excess Consideration to Landlord, within ten (10) days after demand by Landlord, the reasonable costs and expenses of Landlord at the end of each calendar year during which in connection with any request by Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises shall not be a waiver of Landlord's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s for consent to any assignment or sublease shall nota Transfer, in the absence of language to the contrary contained within said assignment or subleaseincluding REASONABLE attorneys' fees. LANDLORD AGREES THAT SO LONG AS TENANT IS NOT IN DEFAULT, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord under this LeaseTENANT MAY COLLECT RENT ON ANY SUBLEASES AND LANDLORD WILL NOT REQUIRE SUCH SUBTENANTS TO MAKE DIRECT PAYMENTS TO LANDLORD.

Assignment or Subletting. Tenant shall have Without the right to assign this Lease to (a) any subsidiary, parent or affiliate written consent of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentenceLandlord first obtained in each case, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a)assign, (b), (c) and (d) preceding, Tenant agrees not to sell, assigntransfer, mortgage, pledge pledge, or in any manner transfer otherwise encumber or dispose of this Lease or any estate or interest thereunder and not to sublet the Leased Premises or any part thereof or parts permit the Leased Premises to be occupied by other persons, except that Tenant may, without Landlord’s consent, assign or transfer this Lease or sublease the Leased Premises or any part thereof without the prior written consent to any affiliate or subsidiary of Landlord in each instance which Tenant. Landlord's exercise of its consent shall not be unreasonably withheldin its reasonable discretion. In furtherance thereof, conditioned or delayed. Of in the total case of a subletting, Landlord's consent may be predicated, among other things, upon Landlord becoming entitled to collect and retain all Rent and any other economic consideration paid to Tenant for a sublease or assignment that exceeds the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) shall be paid to Landlord. Where a part of the Premises is subleased or assigned, there shall be a prorating of the Rent payable under this Lease and the rent payable under the assignment or sublease, and in the sublease case of an assignment, Landlord's consent may be predicated, among other things, upon Landlord's right to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization require additional guaranties of payment and performance of the cost obligations of Tenant improvements made to the Premises at “Tenant’s cost for the assignee or subtenant” under this Lease, and other reasonable, actual cash outfurther upon Landlord's becoming entitled to collect and retain one-of-pocket costs half of any economic consideration for said assignment paid or payable by Tenant, such as attorneys’ fees directly related the prospective assignee to Tenant’s obtaining an assignee or sublease. Tenant shall pay all reasonable attorneys' fees and costs incurred by Landlord pursuant to this Excess Consideration Section in connection with Landlord's review of any proposed assignment or sublease up to Two Thousand Five Hundred and No/100 Dollars ($2,500.00). If this Lease is assigned, or if the Leased Premises or any part thereof is subleased or occupied by anybody other than Tenant, Landlord at may, after default by Tenant, collect or accept Rent from the end of each calendar year during which Tenant collects any Excess Consideration. Each payment assignee, subtenant, or occupant and apply the net amount collected or accepted to the Rent herein reserved, but no such collection or acceptance shall be sent with deemed a detailed statement showing waiver of this covenant or the total consideration paid acceptance of the assignee, subtenant, or occupant as Tenant, nor shall it be construed as, or implied to be, a release of Tenant or any guarantor of the Lease from the further observance and performance by Tenant of the subtenant or assignee terms, provisions, covenants and any exclusions from consideration permitted by this sectionconditions herein contained. Consent The consent by Landlord to one any assignment of this Lease or to one licensing or subletting of the Leased Premises hereunder shall not be a waiver of Landlord's rights construed as releasing Tenant from any liability hereunder or as constituting the consent by Landlord to any subsequent assignment or subletting, which subsequent assignment or act to release any guaranty subletting shall require the prior written approval of this LeaseLandlord as provided herein in each instance. In the event an assignment is permitted by Landlord, contemporaneously with the granting of Landlord’s rights consent, Tenant shall cause the assignee to assign expressly assume in writing and agree to perform all of the covenants, duties and obligations of Tenant hereunder and upon such assumption such assignee shall be jointly and severally liable with Tenant for performance of the covenants, duties, and obligations of Tenant hereunder (but any assignee who does not expressly assume such obligations in writing shall nevertheless be deemed to have assumed such obligations by acceptance of any such assignment). Any assignment, subletting, hypothecation, pledging or other disposition of Tenant's interest hereunder, in violation of the terms hereof shall be deemed null and void, and shall constitute an act of default hereunder. Upon notice to Landlord of a proposed sublease, assignment or other transfer of all or any portion of the Leased Premises for the balance of the Lease Term (the "Proposed Space"), Landlord shall have the option, within thirty (30) days after its receipt of such notice, to terminate this Lease are with respect to the Proposed Space by written notice to Tenant (the “Termination 18 Notice”), whereupon the parties hereto shall have no further rights or liabilities with respect to the Proposed Space except for those accruing prior to the effective date of such termination and as otherwise expressly set forth herein; provided, however, within ten (10) days after receipt of the Termination Notice, Tenant shall remain unqualified. Furthermorehave the right, by written notice to Landlord’s consent , to any assignment withdraw the notice of a proposed sublease, assignment, or sublease shall notother transfer, in the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord under which case this LeaseLease shall continue in full force and effect.

Assignment or Subletting. Tenant shall have the right to may not assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially sublet all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge or in any manner transfer this Lease or any estate or interest thereunder and not to sublet the Leased Premises or any part of the Demised Premises unless and until the following conditions have been satisfied: (1) Tenant is not then in default under this Lease and (2) Landlord has approved the proposed assignee or parts thereof without the prior written subtenant and given its consent of Landlord to such assignment or sublease in each instance writing, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed. Of Notwithstanding the foregoing, Tenant shall be permitted to sublease or assign this Lease without Landlord' s consent in connection with franchisees, intra-family, estate planning and intra-company transfers, mergers and reorganizations, public offers, leasehold mortgages, and any transfers to a parent, affiliate, or subsidiary company. Any assignment or sublease by Tenant shall be subject to all the terms and conditions of this Lease, and in no event shall any assignment or sublease of the Demised Premises release or relieve Tenant from any of its obligations under this Lease. In the event of any approved assignment or sublease, the total consideration of Minimum Rent payable after such assignment or sublease shall be no less than the average of such Minimum Rent paid for the two (2) Lease Years prior to such event. Any proposed assignee or subtenant of Tenant for a sublease or assignment that exceeds the amount Tenant must pay Landlord will assume Txxxxx's obligations under this Lease and deliver to Landlord an assumption agreement in form satisfactory to Landlord within the timeframe required by Landlord. If Tenant is a corporation or partnership, then a transfer (the “Excess Consideration”), other than a transfer by inheritance) of more than fifty percent (50%) shall be paid to Landlord. Where a part of the Premises is subleased or assigned, there shall be a prorating of the Rent payable under this Lease and the rent payable under the assignment voting stock or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by partnership interests in Tenant (in one transaction or a series of transactions), or a merger, consolidation, dissolution or other reorganization of Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining will be deemed an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting for the purposes of this Section 11.6 and will be prohibited without the Leased Premises shall prior written consent of Landlord. This paragraph will not be a waiver of Landlord's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s consent applicable to any corporation which has all of its outstanding voting stock listed on a national securities exchange. Any assignment or sublease purportedly consummated in violation of the provisions of this Section 11.6 shall not, in the absence be null and void and of language to the contrary contained within said assignment no force or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord under this Leaseeffect.

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) and (d) preceding, 13.01 Tenant agrees not to sell, assign, mortgage, pledge assign or in any manner transfer this Lease or any estate or interest thereunder and not to sublet the Leased Premises or any part or parts thereof in this Lease without the prior written consent of Landlord in each instance which consent shall Landlord, and not be unreasonably withheld, conditioned to sublet the Premises or delayed. Of the total consideration paid to Tenant for a sublease or assignment that exceeds the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) shall be paid to Landlord. Where a any part of the Premises is subleased or assignedto allow anyone to use or to come in, there through or under the Premises without Landlord's consent. Any attempted subletting or assignment without Landlord's consent shall be a prorating voidable in Landlord's sole discretion and, at Landlord's option, shall grant Landlord the right to terminate this Lease or to exercise any of the Rent payable other rights or remedies it may have hereunder. If consented to, no assignment or subletting shall be binding upon Landlord unless the sublessee or assignee shall deliver to Landlord an instrument (in recordable form, if Landlord so requests) containing an agreement of assumption of all of Tenant's obligations under this Lease. In no event may Tenant assign, sublet or otherwise transfer this Lease or any interest in this Lease at any time while an Event of Default exists hereunder. Landlord may, in its sole discretion, refuse to give its consent to any proposed subletting or assignment or exercise its other rights hereunder for any reason, including, but not limited to, the financial condition, creditworthiness or business reputation of the proposed sublessee or assignee, the prevailing market or quoted rental rates for space in the Building or other comparable buildings, and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization proposed use of the cost of Tenant improvements made to Premises by, or business of, the Premises at Tenant’s cost for the assignee proposed sublessee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or subleaseassignee. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent One consent by Landlord to one a subletting or assignment will not be deemed a consent to any subsequent assignment, subletting, occupation or use by any other person. Neither the consent to any assignment or subletting nor the acceptance of rent from an assignee, subtenant or occupant will constitute a release of Tenant from the further performance of the obligations of Tenant contained in this Lease. A dissolution, merger, consolidation, or other reorganization of Tenant and the issuance or transfer of twenty (20%) percent or more of the voting capital of Tenant to persons other than shareholders as of the beginning of such period within any twelve (12) month period, shall each be deemed to be an assignment of this Lease, and as such, prohibited without Landlord's prior written consent. Notwithstanding anything in this paragraph to the contrary, Landlord shall allow the occupancy of the Premises by Tenant's parent company or a subsidiary or an affiliate which is wholly owned by Tenant (the "Related Entity"), or the assignment of this Lease or the subletting of all or a portion of the Premises to one licensing a Related Entity provided that: (i) Tenant shall give written notice to Landlord at least sixty (60) days prior to said proposed occupancy, assignment or subletting of setting forth the Leased Premises terms thereof together with such financial and other information Landlord may request; and (ii) any such occupancy, assignment or subletting shall not be constitute a waiver release of Landlord's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s consent to any assignment or sublease shall not, in the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by further performance of the obligations of Tenant to Landlord under contained in this Lease; and (iii) any such occupancy, assignment or subletting shall be subject to Sections 13.03 and 13.04.

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge or in any manner transfer this Lease or any estate or interest thereunder and not to sublet the Leased Premises or any part or parts thereof without the prior written consent of Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. Of the total consideration paid to Tenant for a sublease or assignment that exceeds the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) shall be paid to Landlord. Where a part of the Premises is subleased or assigned, there shall be a prorating of the Rent payable under this Lease and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises shall not be a waiver of Landlord's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty of this Lease, . Landlord’s 's rights to assign this Lease are and shall remain unqualified. FurthermoreThe foregoing notwithstanding, commencing as of April 1, 2000, Tenant shall have the right to assign this Lease in its entirety, or sublet all or any portion or portions of the Leased Premises, without the necessity of obtaining the consent of Landlord provided that Persoft, Inc. (provided it then currently leases space from Landlord in the Building and is not then in default under the terms of its lease with Landlord’s consent ) shall have a first right of refusal to lease any block of space exceeding 2,000 square feet which Tenant makes available for sublease or assignment to unrelated and unaffiliated parties. This right of first refusal shall be exercised as follows: Tenant, upon determining that such space has or will become available for rental during the term of this Lease, shall provide to Persoft, Inc. written notice addressed to 000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxx, specifying the date on which such space will be available, the number of square feet of floor space comprising such space, and the rental rate therefor. Persoft, Inc. may elect to rent such space by written notice delivered to Tenant within fourteen (14) days following the date of Tenant's notice. Persoft Inc.'s written notice shall obligate it to lease such space on the terms proposed in Tenant's notice. If Tenant has not received Persoft, Inc.'s notice within such fourteen (14) day period, Persoft, Inc.'s right to lease such space shall end provided Tenant actually leases such space within 90 days thereafter and further provided that Persoft, Inc. shall have a right of first refusal to lease such space, if such space again becomes available for rental during the term of this Lease. No such assignment or sublease sublet shall not, in the absence relieve Tenant of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to of its obligations hereunder unless Landlord under this Leaseexpressly agrees otherwise.

Assignment or Subletting. Tenant 11.1 Except as herein permitted, Lessee shall have the right to not assign this Lease to (a) any subsidiaryLease, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any interest herein, or sublet or allow any other covenant owed person, firm, or corporation to Landlord under this Lease. Except as provided in (a)use or occupy the Premises, (b), (c) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge or in any manner transfer this Lease or any estate or interest thereunder and not to sublet the Leased Premises or any part or parts thereof thereof, without the prior written consent of Landlord in each instance Lessor, which consent shall will not be unreasonably withheld, conditioned or delayed. Of Lessee shall have the total consideration paid right without Lessor's prior consent to Tenant for assign this Lease to any corporation with which Lessee may merge or consolidate or to any person or entity which may purchase all or substantially all of Lessee's stock or assets, so long as the surviving corporation or such purchaser, as the case may be, shall have a sublease net worth at least equal to the net worth of Lessee immediately prior to such merger or consolidation and so long as the Letter of Credit and Lessor's rights in and to the Security Deposit are in no way impaired. However, Lessee shall promptly advise Lessor of any such merger or consolidation in writing. Lessor shall have the right to make such investigations as it deems reasonable and necessary in determining the acceptability of the proposed assignee or subtenant. Such investigations may include inquiries into the financial background, business history, capability of the proposed assignee or subtenant in its line of business, and the quality of its operations. Under no circumstances shall Lessor be obligated to consent to the assignment that exceeds of this Lease or the amount Tenant must pay Landlord subletting of the Premises to any entity whose operations violate the restrictive covenants described in Section 26 hereof. Lessee shall provide to Lessor such information as Lessor may reasonably require to enable it to determine the acceptability of the proposed assignee or subtenant, including information concerning all of the foregoing matters, and Lessor shall have no obligation to consent to any assignment or subletting unless it has received from Lessee (at no cost or expense to Lessor) the most recent audited financial statements of the proposed assignee or subtenant and such other information as Lessor reasonably requires. For purposes of this Section 11, but subject to the exceptions set forth above, an assignment of stock or other ownership interest in Lessee, which constitutes a controlling interest in Lessee, shall be deemed an assignment within the meaning of and be governed by this Section. No assignment or -50- 19 subletting (with or without the consent of Lessor) shall release Lessee from its obligations under this Lease nor shall Lessee permit this Lease or any interest herein or in the tenancy hereby created to become vested in or owned by any other person, firm, or corporation by operation of law or otherwise. The power of Lessor to give or withhold its consent to any assignment or subletting shall not be exhausted by the exercise thereof on one or more occasions, but shall be a continuing right and power with respect to any type of transfer, assignment or subletting. In the event Lessor consents to an assignment or subletting of this Lease, then Lessee shall pay to Lessor, on or before the fifteenth (15th) day of each calendar month during the “Excess Consideration”)term of such sublease or assignment, as additional rent, an amount equal to fifty percent (50%) shall of each of (i) the excess of all rental and other charges of any kind paid by such assignee or subtenant to Lessee pursuant to the sublease or assignment during the preceding calendar month over (ii) the rental and other charges to be paid by Lessee to Landlord. Where a part of the Premises is subleased or assigned, there shall be a prorating of the Rent payable under Lessor pursuant to this Lease during such preceding calendar month, and the rent payable under the assignment (y) any other amounts paid to or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization benefit of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee Lessee in connection with such sublease or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises shall not be a waiver of Landlord's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s consent to any assignment or sublease shall not, in the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord under this Leaseassignment.

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge or in any manner transfer encumber this Lease nor sublet or any estate suffer or interest thereunder and not to sublet permit the Leased Premises or any part or parts thereof to be used by others without the prior written consent of Landlord in each instance instance, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed. Of As long as Tenant hereunder shall be a corporation, any transfer, sale, pledge, or other disposition (whether in a single transaction or a related series of transactions) of fifty-one percent (51%) or more of the total consideration paid to Tenant for a sublease or aggregate voting power in the corporation shall be deemed an assignment that exceeds the amount Tenant must pay Landlord under of this Lease and therefore prohibited without the express written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed; provided that such transfer, sale, pledge or other disposition of fifty-one percent (51%) or more of the “Excess Consideration”)corporation's aggregate voting power shall not be deemed an assignment of this Lease if the corporation is a corporation whose stock is publicly traded and that is required to file quarterly reports with the United States Securities and Exchange Commission. In the event as the result of a permitted assignment Tenant hereunder becomes a partnership or limited liability company, any transfer, sale, assignment, pledge or other disposition of any of the interests of the general partners of Tenant or of greater than fifty-one percent (51%) of the interests of Tenant, whether such interests be those of the general or limited partners or members, shall be deemed an assignment of this Lease and therefore prohibited without the express written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed. If Tenant submits to Landlord a written request for Landlord's consent pursuant to this Section 9.11 and Landlord fails to respond thereto within ten (10) days of its receipt of such request, and Tenant submits to Landlord a second written request for Landlord's consent to the same transaction which clearly indicates thereon that it is a second request, if Landlord fails to respond to such second request within five (5) business days of its receipt, such failure to respond shall be presumed to constitute the consent of Landlord to the proposed transaction. Notwithstanding the foregoing, Landlord shall consent to any bona fide assignment of this Lease or sublease of the Premises to an "Affiliate" of Tenant. An "Affiliate" of Tenant shall mean a person or entity that controls Tenant, is controlled by Tenant, or is under common control with Tenant, as the term control is defined under the Securities Exchange Act of 1934, as amended. If this Lease is assigned to an Affiliate or the Premises is subleased to an Affiliate, any transfer, sale, pledge or other disposition (whether in a single transaction or a related series of transactions) of fifty-one percent (51%) or more of the aggregate voting power in the Affiliate shall constitute an assignment unless the Affiliate meets the publicly traded exemption set forth above. If this Lease is assigned or if the Premises or any part thereof is sublet or occupied by anyone other than Tenant without the express written consent of Landlord, Landlord may collect rent from assignee, sub-tenant or occupant and apply the net amount collected to all Rent due hereunder, but no assignment, sub-letting, occupancy, or collection shall be deemed to be a waiver of this covenant or the acceptance of the assignee, sub-tenant or occupant as Tenant, or a release of Tenant's duties and obligations hereunder. In the event this Lease is assigned or the Premises, or any part thereof, is sublet or occupied by anyone other than Tenant or an Affiliate, fifty percent (50%) of any Base Rent received by Tenant and/or the Affiliate in excess of that defined in Section 4 above shall be paid to Landlord. Where a part of the Premises is subleased or assigned, there No assignment shall be a prorating of the Rent payable under this Lease and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises shall not be a waiver of Landlord's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s consent to any assignment or sublease shall not, in the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent of any obligations or any other covenant owed by Tenant to Landlord liabilities under this Lease.

Assignment or Subletting. All assignments of this Lease or sublease or subleases of the Premises by Tenant shall have be subject to and in accordance with all of the right provisions of this Section. Tenant may not assign this Lease or sublease the Premises, in whole or in part, to a wholly-owned corporation or controlled subsidiary of Tenant or to a party other than a wholly-owned corporation or controlled subsidiary of Tenant without first having obtained the written consent of Landlord, such consent not to be unreasonably withheld. Any assignment or sublease by Tenant shall be only for the purpose specified in Section 1.4, Use of Premises, and for no other purpose, and in no event shall any assignment or sublease of the Premises release or relieve Tenant from any obligations of this Lease. In the event that Tenant shall seek Landlord's permission to assign this Lease or sublet the Premises, Tenant shall provide to Landlord the name, address, financial statement and the business experience resume for the immediately preceding ten (a10) any subsidiary, parent years of the proposed assignee or affiliate of Tenant; subtenant and such other information concerning such proposed assignee or subtenant as Landlord may require. This information shall be in writing and shall be received by Landlord no less than thirty (b30) days prior to the entity resulting from effective date of the proposed assignment or sublease. It shall be a condition to any corporate reorganization consent by Landlord to an assignment or sublease that Tenant shall pay to Landlord a processing fee in the amount of One Hundred Fifty and No/100 Dollars ($150.00) or one percent (1%) of the annual Rent, whichever is greater, as reimbursement to Landlord for any and all legally-related expenses in connection with the review and preparation of assignment or sublease-related documents which may be incurred by Landlord in connection therewith. Payment of such fee shall be submitted along with Tenant's request for Landlord's consent. Any consent by Landlord to any assignment or sublease, or to the operation of a concessionaire or licensee, shall not constitute a waiver or the necessity for such consent to any subsequent assignment or sublease, or operation by a concessionaire or licensee. If Tenant is a party; corporation and any transfer, sale, pledge or other disposition of more than ten percent (c10%) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets common stock shall occur, or voting control or power to vote the majority of Tenantthe outstanding capital stock be changed, such action shall be deemed an assignment under the terms of this Lease and shall be subject to all the terms and conditions thereof. Any breach of the assignment clause by Tenant will constitute a default tinder the terms of this Lease and Landlord shall have all rights and remedies available to it as set forth herein. In the event Tenant assigns this Lease pursuant to shall sublease the previous sentenceentire Premises for rentals in excess of those rentals payable hereunder, Tenant shall not be relieved from the covenant pay to pay rent Landlord, as Additional Rent hereunder, all such excess rentals. Any proposed assignee or any other covenant owed subtenant of Tenant shall assume Tenant's obligations hereunder and deliver to Landlord under this Lease. Except as provided an assumption agreement in form satisfactory to Landlord no less than ten (a), (b), (c10) and (d) preceding, Tenant agrees not days prior to sell, assign, mortgage, pledge or in any manner transfer this Lease or any estate or interest thereunder and not to sublet the Leased Premises or any part or parts thereof without the prior written consent of Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. Of the total consideration paid to Tenant for a sublease or assignment that exceeds the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) shall be paid to Landlord. Where a part effective date of the Premises is subleased or assigned, there shall be a prorating proposed assignment. Notwithstanding any of the Rent payable foregoing provisions, if Tenant is or has been at any time in default under this Lease and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization any of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises shall not be a waiver of Landlord's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty terms of this Lease, Landlord’s rights to Tenant may not assign this Lease are and shall remain unqualified. Furthermore, Landlord’s consent to any assignment or sublease shall not, sublet the Premises in the absence of language to the contrary contained within said assignment whole or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord under this Leasein part.

Assignment or Subletting. Tenant shall have the right to sublease or assign its interest in this Lease with the consent of Landlord which consent shall not be unreasonably withheld, conditioned or delayed so long as the use of the Demised Premises remains a commercial bank or other related business, the conduct of which is permitted for a Pennsylvania Commercial Bank, a national bank or a bank holding company. Tenant may, without the consent of Landlord, sublease or assign the Lease to (a) any subsidiary, parent a wholly owned subsidiary or affiliate of Tenant; (b) Tenant or on a one time basis only, to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; successor by merger or (d) to an entity purchasing acquisition of all or substantially all of the assets of Tenant. In the event of any assignment or subletting, Tenant assigns shall continue to be primarily liable for all terms and conditions of this Lease pursuant throughout the entire term and any exercised renewal terms, Notwithstanding anything contained in this section to the previous sentencecontrary, Tenant shall not have the right to assign or sublease this Lease if it is in monetary default beyond any applicable cure period. In any event, prior to entering into a sublease Tenant shall first afford Landlord the right to recapture the Premises, which offer to recapture must be relieved from communicated to Landlord before entering into such sublease. Landlord shall have thirty (30) days in which to respond. Failure to respond that the covenant Landlord wishes to pay rent recapture will be deemed a refusal to recapture and any failure of recapture shall not be deemed to be a waiver of any rights Landlord has to approve any other elements of the sublease or any future sublease or to receive the excess rentals paid under the sublease as hereinafter provided. In the event of such recapture this Lease shall terminate thirty (30) days after Landlord's notice of desire to recapture and the Premises, including all improvements thereto, shall become the property of Landlord. In the event of an approved assignment or sublease of this Lease, any consideration received by Tenant, by way of sublease payments, assignment fees or any other covenant owed to Landlord under this Lease. Except as provided type of consideration received by Tenant which are in (a), (b), (c) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge or in any manner transfer this Lease or any estate or interest thereunder and not to sublet excess of the Leased Premises or any part or parts thereof without the prior written consent of Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. Of the total consideration paid to Tenant for a sublease or assignment that exceeds the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) Base Rent due hereunder shall be paid to Landlord. Where a part of the Premises is subleased or assigned, there shall be a prorating of the Rent payable under this Lease and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid as received by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total in consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises shall not be a waiver of Landlord's rights hereunder as agreement to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s consent to any assignment or sublease shall not, in the absence of language to the contrary contained within said such assignment or sublease, release it being the intent of the parties that Tenant from the covenant to pay rent shall not make a profit on such assignment or any other covenant owed by Tenant to Landlord under this Leasesubletting.

Assignment or Subletting. 3.1 The Tenant shall not sublet the Demised Premises nor any portion thereof, nor shall this Lease be assigned by the Tenant without the prior written consent of the Landlord endorsed hereon, which consent shall not be unreasonably withheld. Tenant, however, upon advance notice to Landlord, shall have the right to assign this Lease in the event of a corporate reorganization or merger to (a) any subsidiary, parent or affiliate new corporate entity of Tenant; (b) which OncoSec would be a part. Notwithstanding anything to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns contrary contained herein, this Lease pursuant to the previous sentence, Tenant shall not be relieved from have the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge or in any manner transfer this Lease or any estate or interest thereunder and not right to sublet the Leased Demised Premises or any part or parts thereof without under the prior written consent of Landlord in each instance which consent shall not be unreasonably withheldfollowing terms and conditions: if Tenant is intending to sublet the Demised Premises to a third party, conditioned or delayed. Of the total consideration paid to Tenant for a sublease or assignment that exceeds the amount Tenant must first present to the Landlord the terms and conditions of the proposed sublease with the new Tenant. This proposal must be delivered in writing to the Landlord sixty (60) days prior to the date on which the sublease is to take effect. Upon receipt, Landlord shall have the irrevocable right to recapture the Demised Premises presently leased to Tenant, which right must be exercised within ten (10) days of the receipt of the written notice from Tenant herein. If Lxxxxxxx agrees to recapture the Demised Premises, then in that event the Tenant shall have no right to sublet the Demised Premises to a third party. However, if the Landlord opts not to recapture the space leased to Tenant, then the Tenant shall have the right to sublet the Demised Premises under the further condition that Tenant shall pay to Landlord the difference between the rent Tenant currently pays to the Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) shall be paid to Landlord. Where a part terms and conditions of the Premises is subleased or assigned, there shall be a prorating of the Rent payable under this Lease and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant to Tenant. Additionally, should Landlord fail to respond within the said ten (10) day period to Tenant, then Tenant shall have the right to sublet the Demised Premises under the terms and conditions set forth in this paragraph. Despite any sublease or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises shall not be a waiver of Landlord's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and Tenant shall remain unqualified. Furthermore, Landlord’s consent to any assignment or sublease shall not, in liable under the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord under this Lease.

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) covenants and (d) preceding, Tenant agrees not to sellmake or permit a Transfer by Xxxxxx, assignas hereinafter defined, mortgage, pledge or in any manner transfer this Lease or any estate or interest thereunder and not to sublet the Leased Premises or any part or parts thereof without the Xxxxxxxx’s prior written consent of Landlord in each instance consent, which consent shall not be unreasonably withheld, conditioned or delayed. Of the total consideration paid to A Transfer by Tenant for shall include an assignment of this Lease, a sublease of all or assignment that exceeds any part of the amount Tenant must pay Landlord Demised Premises or any assignment, sublease, license, franchise, transfer, mortgage, pledge or encumbrance of all or any part of Tenant’s interest under this Lease (or hi the “Excess Consideration”)Demised Premises, fifty percent (50%) shall be paid to Landlord. Where a by operation of law or otherwise, or the use or occupancy of all or any part of the Demised Premises is subleased or assigned, there by anyone other than Tenant. Any such Transfer by Tenant without Landlord’s written consent shall be void and shall constitute a prorating default under this Lease. In the event Landlord consents to any Transfer by Tenant, Tenant shall not be relieved of the Rent payable its obligations under this Lease and Tenant shall remain liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease, to the same extent as though no Transfer by Xxxxxx had been made, unless specifically provided to the contrary in Landlord’s prior written consent. The acceptance of rent payable under by Landlord from any person other than Tenant shall not be deemed to be a waiver by Landlord of the provisions of this Section or of any other provision of this Lease and any consent by Landlord to a Transfer by Tenant shall not be deemed a consent to any subsequent Transfer by Xxxxxx. In giving or withholding its consent to a proposed Transfer by Xxxxxx, Landlord shall be entitled to consider any reasonable factor, including but not limited to the following: (a) financial strength and credit history of the proposed subtenant/assignee; (b) business reputation of the proposed subtenant/assignee; (c) proposed use of the Demised Premises by the proposed subtenant/assignee; (d) managerial and operational skills of the proposed subtenant/assignee; and (e) compatibility of the proposed subtenant with other tenants of the Building. Notwithstanding the foregoing, Tenant may assign this Lease or sublet any or all of its leasehold interest in the Demised Premises to an affiliate, subsidiary, or parent corporation of Tenant; (ii) resulting entity from a merger or consolidation involving Tenant; or (iii) an entity purchasing all or substantially all of the assets of Tenant, in each case without Landlord’s consent, provided that Tenant gives written notice to Landlord with a copy of the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for and the assignee or subtenant, sublessee agrees in writing with Landlord to be bound by the terms and other reasonable, actual cash out-of-pocket costs paid by Tenant, conditions of the Lease; provided further that no such as attorneys’ fees directly related to Tenant’s obtaining an assignee notice or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment consent shall be sent required in connection with a detailed statement showing the total consideration paid by the subtenant transfer of any voting stock or assignee and interests of Tenant. Despite any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises shall not be a waiver of Landlord's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s consent to any assignment or sublease shall not, in the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord will not be relieved of its obligations under this Lease, and Xxxxxx remains liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease, to the same extent as though no assignment or sublease by Xxxxxx had been made. Tenant covenants and agrees that in the event Landlord consents to a sublease by Tenant, Tenant and Tenant’s Subtenant shall enter into the form of Sublease, Assumption and Consent Agreement attached hereto as Exhibit E, and in the event Landlord consents to an assignment, Tenant and Tenant’s assignee shall enter into the form of Assignment, Assumption, and Consent Agreement attached hereto as Exhibit F, or the standard form of agreement in each case then being used by Landlord for subleases and assignments. In the event Tenant or Xxxxxx’s transferee requests any changes or revisions to any such agreement, Tenant shall pay to Landlord, within ten (10) days after demand by Landlord, the reasonable costs and expenses of Landlord in connection with any request by Tenant for consent to a Transfer, including attorneys’ fees.

Assignment or Subletting. Tenant TENANT shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge pledge, franchise or in any manner transfer this Lease or any estate or interest thereunder within six (6) years of the commencement of this Lease, and thereafter, shall not to sublet the Leased Premises or any part or parts thereof do so without the prior previous written consent of Landlord the LANDLORD, in each instance first obtained, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, conditioned TENANT may at any time sublease all or delayed. Of portions of the total consideration paid to Tenant Building or the Leased Premises for a sublease or assignment that exceeds term not to exceed the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) shall be paid to Landlord. Where a part balance of the Premises is subleased term hereof plus extensions thereof theretofore duly exercised by TENANT, and TENANT may assign the lease in connection with a merger, consolidation, sale of all or assigned, there shall be a prorating substantially all of the Rent payable under this Lease and the rent payable under the assignment assets or stock of TENANT, or the sublease like, or to determine whether Excess Consideration is payable a subsidiary or to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization an affiliate of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this sectionTENANT. Consent by Landlord LANDLORD to one assignment of this Lease or to one sale, mortgage, pledge or other transfer, including licensing or subletting the grant of the Leased Premises a concession, shall not be a waiver of LandlordLANDLORD's rights hereunder right under this Article as to any subsequent similar action. Notwithstanding any assignment or subletting, or act to release TENANT shall remain fully liable on this Lease and shall not be released from performing any guaranty of the terms, covenants and conditions of this Lease. This prohibition includes any subletting or assignment which would otherwise occur by operation of law. Notwithstanding anything herein contained to the contrary, Landlord’s unless otherwise agreed at any time by the relevant State Authority funding the applicable Grant described in Article 5 B. (iv), should TENANT assign its interest in this Lease to a party other than to (i) a subsidiary or affiliate or (ii) a party to a merger, consolidation, or sale of all or substantially all of the assets of stock of TENANT, which has not agreed to directly assume the obligations undertaken by TENANT with respect to the creation of employment opportunities, then the amount of each such Grant shall be treated as being amortized over ten (10) years on a straight line basis from the date of such Grant, and any unamortized portion thereof at the time of such assignment shall be payable to the City of Ironton, Ohio within thirty (30) days after such assignment. LANDLORD'S rights to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s consent to Upon any assignment or sublease shall not, in sale of the absence of language to Leased Premises and provided the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord purchaser assumes all obligations under this Lease, LANDLORD shall thereupon be entirely freed of all obligations of the LANDLORD hereunder and shall not be subject to any liability resulting from any act or omission or event occurring after such conveyance, except that any covenant or obligation of LANDLORD hereunder affecting land owned or payment of Loans or cash flow shall continue. Upon the sale or other transfer of LANDLORD'S interest in this Lease, TENANT agrees to recognize and attorn to such transferee as LANDLORD, and TENANT further agrees to execute and deliver a recordable instrument setting forth the provisions of this paragraph. In the event of any such transfer by LANDLORD, TENANT may, at its election, arrange to pay its rent directly to the holders of the Loans to ensure that the same are reduced in accordance with Schedules 1 and 2 hereof.

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. 9.1 Except as provided in (a), (b), (c) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge or in any manner transfer this Lease or any estate or interest thereunder and not to sublet the Leased Premises or any part or parts thereof without with the prior written consent of Landlord in each instance Sublandlord, which consent shall not be unreasonably withheldwithheld (and the consent of Master Landlord if required by the Master Lease), conditioned Subtenant shall not voluntarily, involuntarily or delayed. Of by operation of law (a) assign, convey or mortgage this Sublease or any interest under it; (b) allow any transfer thereof or any lien upon Subtenant’s interest by operation of law; (c) further sublet the total consideration paid to Tenant for Sublease Premises or any part thereof; or (d) permit the occupancy of the Sublease Premises or any part thereof by anyone other than Subtenant or a sublease or assignment that exceeds the amount Tenant must pay Landlord under this Lease Permitted Transferee (the as defined in Section 9.3 below) (collectively, a “Excess ConsiderationTransfer”). Subtenant shall provide Sublandlord with not less than thirty (30) days prior notice of a proposed Transfer. With any request for consent to a Transfer, fifty percent (50%) shall be paid to Landlord. Where Subtenant will submit a part copy of the Premises is subleased or assigned, there shall be a prorating proposed Transfer document to Sublandlord and notify Sublandlord of the Rent payable under this Lease proposed effective date of the Transfer, the name of the proposed transferee (accompanied by evidence of the nature, character, ownership, business, and financial condition of the rent payable under the assignment transferee and its business), all terms and conditions (including rental and other consideration) of or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable relating to the amortization Transfer and a general description of the cost of Tenant improvements made any proposed alterations. Sublandlord shall grant or deny its consent to the Premises at Tenantproposed Transfer within a commercially reasonable time following submission of Subtenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid request accompanied by the subtenant or assignee and information required herein, but in any exclusions from consideration permitted by this sectionevent not later than twenty (20) days following such submission. Consent by Landlord Sublandlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises any Transfer shall not be a waiver of Landlord's Sublandlord’s rights hereunder as to any subsequent assignment Transfer. Any approved Transfer shall be expressly subject to the terms and conditions of the Master Lease. Upon Default while a Transfer is in effect, Sublandlord may collect directly from the transferee all sums becoming due to Subtenant under the Transfer and apply this amount against any sums due Sublandlord by Subtenant, and Subtenant hereby authorizes and directs any transferee to make payments directly to Sublandlord upon notice from Sublandlord. No direct collection by Sublandlord from any transferee shall constitute a novation or sublettingrelease of Subtenant, a consent to the Transfer or act to release any guaranty a waiver of this Lease, Landlord’s rights to assign this Lease are and the covenant prohibiting Transfers. In the event that Subtenant shall remain unqualified. Furthermore, Landlordrequest Sublandlord’s consent to any assignment or sublease a Transfer, Subtenant shall notpay Sublandlord’s processing costs and attorneys’ fees and costs incurred in reviewing such request, together with the fees and costs of Master Landlord in accordance with the absence terms of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord under this Master Lease.

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a) any subsidiaryTenant covenants not to make or permit a “Transfer by Tenant” (as hereinafter defined) without Landlord’s prior written consent, parent or affiliate which may be withheld in Landlord’s sole discretion. A “Transfer by Tenant” will include (i) an assignment of Tenantthis Lease; (bii) to a sublease of all or any part of the entity resulting from any corporate reorganization to which Tenant is a partyPremises; (ciii) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) and (d) preceding, Tenant agrees not to sell, assigntransfer, mortgage, pledge or in encumbrance of all or any manner transfer part of Tenant’s interest under this Lease or any estate in the Premises, by operation of law or interest thereunder and not to sublet the Leased Premises or any part or parts thereof without the prior written consent otherwise; (iv) a change of Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. Of the total consideration paid to Tenant for a sublease or assignment that exceeds the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) shall be paid to Landlord. Where or more of ownership in Tenant, by operation of law or otherwise; (v) a change in control of Tenant, or (vi) the use or occupancy of all or any part of the Premises is subleased by anyone other than Tenant. Notwithstanding the foregoing, a change of fifty percent (50%) or assignedmore of ownership in Tenant, there by operation of law or otherwise may occur without Landlord’s prior written consent if Tenant provides Landlord with written notice which identifies the new owners at least thirty (30) days prior to such change in ownership. Any prohibited Transfer by Tenant will be void and will constitute a default under this Lease. Landlord shall have thirty (30) days from the date of receipt of Tenant’s request in which to determine whether or not Landlord’s consent shall be a prorating granted. If Landlord consents to any Transfer by Tenant, Tenant will not be relieved of the Rent payable its obligations under this Lease and the rent payable Tenant will remain liable, jointly and severally and as a principal, and not as a guarantor or surety, under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenantthis Lease, payments attributable to the amortization same extent as though no Transfer by Tenant had been made, unless otherwise specifically provided in Landlord’s consent thereto. The acceptance of rent by Landlord from any person other than Tenant will not be deemed to be a waiver by Landlord of the cost provisions of Tenant improvements made to the Premises at Tenant’s cost for the assignee this Section 9.6 or subtenant, and of any other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or subleaseprovision of this Lease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent Any consent by Landlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises shall Transfer by Tenant will not be deemed a waiver of Landlord's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s consent to any assignment or sublease shall not, in the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed subsequent Transfer by Tenant to Landlord under this LeaseTenant.

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall will not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge pledge, sell, or in any manner transfer this Lease or any estate or interest thereunder hereunder, nor merge with or become part of a different entity and will not to sublet the Leased Premises or any part or parts thereof thereof, without the prior express written consent of Landlord. If Landlord consents, Tenant shall pay to Landlord, as Additional Rent, and in each instance which consent shall not be unreasonably withheld, conditioned or delayed. Of the total consideration paid addition to Tenant for a sublease or assignment that exceeds the amount Tenant must pay all other amounts owning to Landlord under this Lease (the “Excess Consideration”)Lease, fifty percent (50%) shall be paid to Landlord. Where a part of all moneys or other consideration received by Tenant from its transferee as consideration for the transferee’s occupancy of the Premises is subleased or assigned, there shall be a prorating in excess of the Rent payable under this Lease and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting of the Leased Premises shall not be a waiver of Landlord's rights hereunder as to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s consent to any assignment or sublease shall not, in the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed amount owned by Tenant to Landlord under this Lease less reasonable amounts Tenant paid (ratably applied) to secure such excess amounts (attorney’s fees, moving costs, lease concessions, tenant improvements, etc.), which Additional Rent will be paid to Landlord as and when received by Tenant. Landlord’s right to assign this Lease is and will remain absolute and unqualified. Notwithstanding the provisions contained in the foregoing paragraph, Tenant may assign this Lease or sublet the Premises or any portion thereof, without Landlord’s consent, to any parent, subsidiary or affiliate 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 or substantially all of the assets of Tenant’s business as a going concern (collectively, being an “Transfer Event”, and any such entity being referred to as a “Successor Entity”), so long as (a) Tenant and the Successor Entity are jointly and severally and directly liable to Landlord for timely and complete performance of all terms and conditions (including without limitation payment of all Base Rent and Additional Rent) under the Lease; (b) the Successor Entity continues the same use as Tenant and in accordance with the provision of Section 8.1 of the Lease; and (c) both the net worth (assets less liabilities) and the working capital (current assets less current liabilities) of the Successor Entity, as determined in accordance with GAAP, exceed both immediately before and immediately after the Transfer Event the net worth and working capital of the Tenant each at their highest point during the twelve month period immediately preceding the Transfer Event. At Landlord’s option, the Successor Entity shall enter into a new Lease with Landlord containing the same terms and conditions contained herein. Furthermore, even if the Successor Entity is not related to or affiliated with Tenant, Landlord shall not unreasonably withhold its consent to a proposed transfer or sublet provided the specific conditions outlined in subsections (a), (b) and (c) of this paragraph are met. In the event of a permitted assignment by Tenant, Tenant will remain liable for the faithful performance of all the terms and conditions in this Lease in the event that the assignee will default in the performance of the terms and conditions, or in the payment of the rent required thereby.

Assignment or Subletting. 11.1 Except as provided herein, Subtenant shall not, without the express written consent of Sublandlord (which may not be unreasonably withheld by Sublandlord, it being agreed by Subtenant that failure of the Prime Landlord to provide its consent is a reasonable basis for Sublandlord to withhold its consent) and of the Prime Landlord (to the extent required of subtenants pursuant to the Prime Lease), (i) assign, convey or mortgage this Sublease or any interest under it; (ii) allow any transfer thereof or any lien upon Subtenant’s interest by operation of law; (iii) further sublet the Premises or any part thereof; or (iv) permit the occupancy of the Premises or any part thereof by anyone other than Subtenant. In addition, for the purposes of this Sublease, the sale or transfer (which term shall include, without limitation, the exchange, issuance and redemption) of fifty-one percent (51%) or more, or such smaller percentage as would result in a change in the voting control of Tenant (whether such sale or transfer occurs at one time or at intervals so that, in the aggregate, over the Term of this Sublease, such transfer shall have occurred) shall be treated as if such sale or transfer or transaction(s) were, for all purposes, an assignment of this Sublease and shall be governed by the provisions of this Article 12. If Sublandlord consents thereto, and Sublandlord would have the right to assign this Lease enter into such assignment or sublease under the terms and conditions of the Prime Lease, Sublandlord shall use commercially reasonable efforts to (a) any subsidiary, parent or affiliate obtain the consent of Tenant; (b) the Prime Landlord if and to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all extent required by the terms of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Prime Lease. Except as provided in (a), (b), (c) and (d) preceding, Tenant agrees not to sell, assign, mortgage, pledge or in any manner transfer this Lease or any estate or interest thereunder and not to sublet the Leased Premises or any part or parts thereof without the prior written consent of Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. Of the total consideration paid to Tenant for a sublease or assignment that exceeds the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) shall be paid to Landlord. Where a part of the Premises is subleased or assigned, there shall be a prorating of the Rent payable under this Lease and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude Any reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to obtaining the Premises at TenantPrime Landlord’s cost for the assignee or subtenantconsent and Sublandlord’s consent including, and other reasonablewithout limitation, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment and disbursements, shall be sent with borne by Subtenant, provided such amount does not exceed one thousand five hundred dollars ($1,500.00). The granting by Sublandlord and the Prime Landlord of consent to a detailed statement showing sublease, assignment or other transfer or occupancy in any one instance shall not relieve the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting Subtenant of the Leased Premises shall not be a waiver of Landlord's rights hereunder as obligation to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights to assign this Lease are and shall remain unqualified. Furthermore, Landlord’s obtain such consent to any assignment or sublease shall not, in the absence of language to the contrary contained within said assignment or sublease, release Tenant from the covenant to pay rent or any other covenant owed by Tenant to Landlord under this Leasefurther such transaction.

Assignment or Subletting. Tenant shall have the right to assign this Lease to (a) any subsidiary, parent or affiliate of Tenant; (b) to the entity resulting from any corporate reorganization to which Tenant is a party; (c) any entity resulting from a merger; or (d) to an entity purchasing substantially all of the assets of Tenant. In the event Tenant assigns this Lease pursuant to the previous sentence, Tenant shall not be relieved from the covenant to pay rent or any other covenant owed to Landlord under this Lease. Except as provided in (a), (b), (c) and (d) preceding, 14.01 Tenant agrees not to sell, assign, mortgage, pledge assign or in any manner transfer this Lease or any estate or interest thereunder in this Lease without the previous written consent of Landlord, and not to sublet the Leased entire Premises or any part allow anyone to use or parts thereof to come in with, through or under it without the prior written consent of Landlord in each instance like consent, which consent shall will not be withheld unreasonably withheld, conditioned if the proposed subtenant's or delayed. Of the total consideration paid to Tenant for a sublease or assignment that exceeds the amount Tenant must pay Landlord under this Lease (the “Excess Consideration”), fifty percent (50%) shall be paid to Landlord. Where a part assignee's proposed use of the Premises is subleased does not violate the use clause of this Lease. In no event may Tenant assign or assigned, there shall be a prorating of the Rent payable under this Lease and the rent payable under the assignment or the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements made to the Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of otherwise transfer this Lease or to one licensing or subletting of the Leased Premises shall any interest in this Lease at any time while in default hereunder. One such consent will not be deemed a waiver of Landlord's rights hereunder as consent to any subsequent assignment or assignment, subletting, occupation or act to release use by any guaranty of this Leaseother person. Notwithstanding the foregoing, Landlord’s rights to Tenant may, however, assign this Lease are after ten (10) days written notice to Landlord (but without Landlord's consent) to a corporation with which it may merge or consolidate, to any parent or subsidiary of Tenant or subsidiary of Tenant's parent, or to the purchaser of substantially all of Tenant's assets if the assignee executes an agreement reasonably acceptable to Landlord assuming Tenant's obligations hereunder and shall remain unqualifiedagrees to pay Landlord's reasonable attorneys' fees in reviewing and/or approving any such proposed assignment. FurthermoreThe acceptance of rent from an assignee, Landlord’s consent subtenant or occupant will not release Tenant from or alter the primary liability of Tenant to perform the obligations of Tenant contained in this Lease. In the event of any assignment or sublease shall not, of all of the Premises where the rental or other consideration reserved in the absence sublease or by the assignment exceeds the rental or pro rata portion of language the rental, as the case may be, for such space reserved in this Lease, Tenant agrees to pay Landlord monthly, as additional rent, on the Rent Day, the excess of the rental or other consideration reserved in the sublease or assignment over the rental reserved in this Lease applicable to the contrary contained within said subleased/assigned space. Tenant acknowledges that Landlord selected Tenant in part on the basis of Tenant's proposed use and occupation of the Premises and agrees that Landlord may withhold consent to any proposed sublease or assignment if the subtenant's or sublease, release Tenant from assignee's proposed use of the covenant to pay rent or any other covenant owed by Tenant to Landlord under Premises would violate the use clause of this Lease.