Common use of Assignment; Sublease Clause in Contracts

Assignment; Sublease. Tenant shall not assign its rights under this Lease or sublet the whole or any part of the Premises without Landlord’s prior written consent. Landlord’s consent will not be unreasonably withheld or delayed. In addition, Landlord acknowledges that its consent to an assignment or sublease shall not be conditioned upon (i) the duration of the proposed sublease so long as said term does not extend beyond the term of this Lease and any applicable renewal term, (ii) the financial condition or ability of the proposed sublessee, or (iii) the economic terms and conditions of such sublease. In the event that Landlord grants such consent, Tenant shall remain primarily liable to Landlord for the payment of all rent and for the full performance of the obligations under this Lease. Any assignment or subletting which does not conform with this Section 6.3 shall be void and a default hereunder. Notwithstanding the foregoing, Tenant may, without Landlord’s consent, assign or sublet the Premises to its parent corporation or any subsidiary thereof, if any, or assign or sublet the Premises to any entity that acquires all or substantially all of Tenant’s assets or controlling interest in the stock or is the surviving entity after merging with Tenant. Such an assignment or sublease shall be referred to herein as a “Permitted Transfer.” Except for a Permitted Transfer, if Tenant, after exercise of its option to extend the initial Term of this Lease, shall enter into a sublease or assignment that (x) extends past the expiration of the tenth (10th) anniversary of the Commencement Date and (y) covers forty percent (40%) or more of the Building, then Tenant shall pay to Landlord, on an annual basis, seventy-five percent (75%) of the “transfer premium”, if any, as hereinafter defined, existing from and after the tenth (10th) anniversary of the Commencement Date. The transfer premium shall mean the annual amount of all base rent and additional rent payable by such sublessee or assignee to Tenant under the sublease or assignment (the “Sublease Rental”) in excess of the Base Rent and additional rent payable by Tenant under this Lease during the corresponding annual period of the sublease or assignment (the “Lease Rental”), calculated on a pro rata basis if less than the entire Premises is assigned or sublet, less the following: (i) An amount equal to the annual amortized amount of all costs incurred by Tenant to secure the sublease or assignment, including, without limitation, all attorneys’ fees, brokerage fees, remodeling costs and tenant inducements or allowances. Such costs shall be amortized over the term of the sublease or assignment at a rate equal to ten percent (10%) per annum; and (ii) An amount equal to the annual Amortized Tenant Improvement Cost for the applicable year during the term of the sublease or assignment, calculated on a pro rata basis if less than the entire Premises is assigned or sublet. In the event the transfer premium is a negative number in any year during the term of the sublease or assignment, then the negative balance shall be carried forward and applied to the succeeding year for the purpose of calculating the transfer premium (i.e. no transfer premium shall be payable unless the difference between the Sublease Rental and the Lease Rental in any one year of the sublease or assignment exceeds the total of (a) the sum of the amounts set forth in (i) and (ii) above in any one year and (b) the cumulative total of all unapplied negative transfer premiums applicable to previous years during the term of the sublease or assignment). The transfer premium shall be calculated as of each anniversary of the commencement date of the sublease or the assignment. Any transfer premium determined to be due shall be payable by Tenant to Landlord within thirty (30) days after each such anniversary date. If the provisions of the second paragraph of this paragraph 6.3 shall apply, then Landlord, at its option, by written notice to Tenant within ten (10) days after Tenant’s written notice to Landlord of such sublease, elect to receive one hundred percent (100%) of the difference between the Sublease Rental and the Lease Rental. If Landlord elects such option, then in order for such election by Landlord to be valid, Landlord shall pay Tenant within ten (10) days of Tenant’s demand therefore, the amounts set forth in subpart (i) and subpart (ii) as provided in the second paragraph above. A condition of any assignment or sublease shall be that the assignee or subleasee shall affirmatively assume all obligations of the Tenant under the terms and conditions of this Lease and such assignment and sublease shall not relieve Tenant of its obligations under this Lease.

Assignment; Sublease. Tenant shall Lessee agrees not to assign its rights under or transfer the whole or any part of this Lease or sublet any interest therein, nor to sublease the whole or any part of the Premises leased premises, nor contract for the management or operation of the whole or any part of the leased premises, nor to permit the occupancy of any part thereof by any other person, nor to permit transfer of the Lease or possession of the leased premises by merger, consolidation, or dissolution, without Landlord’s prior written consentthe consent of Lessor, evidenced by resolution, first had and obtained in each instance. Landlord’s Lessee further agrees that no assignment, voluntary or involuntary, in whole or in part of this Lease, or any interest therein, and no sublease of the whole or any part of the leased premises, and no contract for the management or operation of the whole or any part of the leased premises, and no permission to any person to occupy the whole or any part of the leased premises shall be valid or effective without the consent will not of Lessor, first had and obtained in each instance; provided, however, that nothing herein contained shall be unreasonably withheld construed to prevent the occupancy of said premises by any employee, or delayed. In addition, Landlord acknowledges that its consent to an business invitee of Lessee. (a) a Lease assignment or sublease shall not be conditioned upon transfer to a third party from a consented-to lender which acquired title to the Lease by foreclosure or deed in lieu of foreclosure or a new Lease pursuant to the provisions of Paragraph 10 or (ib) the duration assignment or transfer of the proposed sublease so long Lease to a consented-to lender by deed in lieu of foreclosure, or to a consented-to lender or a third party as said term does not extend beyond the term of successful bidder at a foreclosure sale. The rent under this Lease and any applicable renewal term, (ii) change resulting therein effective upon any Lease assignment or transfer as provided in this Paragraph shall be for the financial condition or ability remainder of the proposed sublesseerental period during which it occurs, or (iii) and any said rent shall thereafter be subject to rental review at the economic terms commencement of subsequent and conditions succeeding rental periods in accordance with the provisions of such sublease. In the event that Landlord grants such consent, Tenant shall remain primarily liable to Landlord for the payment Paragraph 2 of all rent and for the full performance of the obligations under this Lease. Any assignment or subletting which does not conform with this Section 6.3 shall be void and a default hereunder. Notwithstanding the foregoing, Tenant mayif a change in rent is made which becomes effective upon any Lease assignment or transfer, without Landlord’s consent, assign or sublet the Premises to its parent corporation or any subsidiary thereof, if any, or assign or sublet the Premises rent shall be subject to any entity that acquires all adjustment applicable during the remainder of said rental period during which the Lease assignment or substantially all of Tenant’s assets or controlling interest transfer occurred based on the change in the stock or Consumer Price Index if such adjustment is the surviving entity after merging with Tenant. Such an assignment or sublease shall be referred to herein as a “Permitted Transfer.” Except provided for a Permitted Transfer, if Tenant, after exercise of its option to extend the initial Term in Paragraph 2 of this Lease; provided, however, the "base figure for computing the adjustment" shall enter into a sublease or assignment that (x) extends past be the expiration arithmetic average of the tenth (10th) anniversary three monthly index figures for the sixth, fifth and fourth months immediately preceding the effective date of such proposed assignment or transfer for which the Assignee pays additional rent to Lessor to equal the full fair market rent and the "index figure for the adjustment date" shall be the arithmetic average of the Commencement Date three monthly index figures of said Consumer Price Index for the sixth, fifth and fourth months immediately preceding the date such adjustment is effective. In the event any consent of Lessor is given to sublease, the following shall apply in each instance: (yi) covers forty percent (40%) the Lessor shall be paid additional rent, which may be percentage rate or more rates, to equal the full fair market rent for the sublease area, commencing on the effective date of such proposed sublease and continuing for a specified period of time which shall not extend beyond the remainder of the Building, then Tenant shall pay to Landlord, on an annual basis, seventy-five percent (75%) master Lease rental period during which it occurs or until the termination of the “transfer premium”sublease, if anywhichever occurs first, as hereinafter defined, existing from and after unless on that date the tenth (10th) anniversary of the Commencement Date. The transfer premium shall mean the annual amount of all base rent and additional rent payable by such sublessee or assignee to Tenant under the sublease or assignment (the “Sublease Rental”) in excess of the Base Rent and additional rent payable by Tenant being paid under this Lease during the corresponding annual period of the sublease or assignment (the “Lease Rental”), calculated on a pro rata basis if less than the entire Premises for said area is assigned or sublet, less the following: (i) An amount equal to the annual amortized amount of all costs incurred by Tenant to secure the sublease or assignmentfull fair market rent, including, without limitation, all attorneys’ fees, brokerage fees, remodeling costs and tenant inducements or allowances. Such costs shall be amortized over the term of the sublease or assignment at a rate equal to ten percent (10%) per annum; and (ii) An amount equal to other conditions and qualifications determined by the annual Amortized Tenant Improvement Cost Board of Port Commissioners of Lessor. As long as said sublease is in effect, said rent for the applicable year during sublease area shall thereafter be subject to rental review at the term commencement of subsequent and succeeding master Lease rental periods, in accordance with the sublease or assignment, calculated on a pro rata basis if less than the entire Premises is assigned or subletprovisions of Paragraph 2 of this Lease. In the event the transfer premium parties cannot agree to an amount that is a negative number equal to the full fair market rent described in any year during this paragraph, the term of the sublease or assignment, then the negative balance full fair market rent shall be carried forward and applied to determined by the succeeding year for arbitration procedure described in Paragraph 2 of this Lease, except that the purpose of calculating the transfer premium (i.e. no transfer premium arbitration award shall be payable unless for a limited period of time commencing and ending as provided in this Paragraph and not for a "rental period" as specified in said Paragraph 2. Until said full fair market rent is determined pursuant to said Paragraph 2, the difference between Lessee shall continue to make rental payments as required by this Lease at the Sublease Rental and same rate or rates in effect on the Lease Rental in any one year of the sublease or assignment exceeds the total of (a) the sum of the amounts set forth in (i) and (ii) above in any one year and (b) the cumulative total of all unapplied negative transfer premiums applicable to previous years during the term of the sublease or assignment). The transfer premium shall be calculated as of each anniversary of the commencement effective date of the sublease Lease assignment or the assignmentsublease. Any transfer premium determined to be due Because of this provision, underpayment of rent, if any, shall be payable by Tenant paid to Landlord within thirty (30) days after each such anniversary date. If the provisions of the second paragraph of this paragraph 6.3 shall apply, then Landlord, at its option, by written notice to Tenant within ten (10) days after Tenant’s written notice to Landlord of such sublease, elect to receive one hundred percent (100%) of the difference between the Sublease Rental and the Lease Rental. If Landlord elects such option, then in order for such election by Landlord to be valid, Landlord shall pay Tenant Lessor within ten (10) days of Tenant’s demand therefore, the amounts set forth in subpart (i) and subpart (ii) as provided in the second paragraph above. A condition of any assignment or sublease shall be date that the assignee or subleasee shall affirmatively assume all obligations of the Tenant under the terms and conditions of this Lease and such assignment and sublease shall not relieve Tenant of its obligations under this Leasefull fair market rent is determined by said arbitration procedure.

Assignment; Sublease. Landlord may assign this Lease, provided said assignee will assume, recognize and become responsible to Tenant for, the performance of all of the terms and conditions to be performed by Landlord under this Lease. Upon not less than fifteen (15) days prior written notice (to the extent not prohibited by securities laws), Landlord agrees that Tenant may assign or sublet this Lease in whole or part to any person or business entity which is licensed by the FCC to operate wireless communications, is a parent, subsidiary or affiliate of Tenant, controls or is controlled by or under common control with Tenant, is merged or consolidated with Tenant or purchases a majority or controlling interest in the ownership or assets of Tenant. Upon notification to Landlord by Tenant of any such assignment including a certified copy of the assignment/ sublease agreement, Tenant shall not assign its rights be relieved of all future performance, liabilities and obligations under this Lease provided that (i) Tenant delivers written evidence satisfactory to Landlord in its reasonable judgment that such assignee has a net worth (determined in accordance with generally accepted accounting principles) of not less than $10 million, and (ii) such assignee has agreed, pursuant to a written instrument delivered to Landlord by ▇▇▇▇▇▇, to be liable for and bound by all future performance, liabilities and obligations under this Lease, and (III) in the event that any rents or other monies are received by Tenant from any assignee or sublessee; then as additional rent Tenant agrees to pay landlord an amount equal to fifty percent (50%) of that income during the term that the assignment or sublease is in effect. The additional amounts shall be paid to Landlord twenty (20) days after the date that the sums are received by Tenant pursuant to Tenant agreement with its assignee or sublessee; (iv) Tenant shall pay Landlord an administrative fee for the review and/or preparation of any necessary documents in the amount currently charged by Landlord at the time of the review of the assignment/ sublease agreements; (but in no event to exceed one thousand dollars (1,000)). Tenant may not otherwise assign or sublet the whole or any part of the Premises this Lease without Landlord’s prior written 's consent. Landlord’s consent will , not to be unreasonably withheld or delayed. Additionally, Tenant may mortgage, assign and/or grant a security interest in this Lease and ▇▇▇▇▇▇'s Equipment shown in Schedule B, to ▇▇▇▇▇▇'s mortgagees or holders of security interests, including their successors or assigns (hereinafter collectively referred to as "Mortgagees"), provided such Mortgagees agree to be bound by the terms and provisions of this Lease. In additionsuch event, Landlord acknowledges that its shall execute such consent to an assignment or sublease leasehold financing as may reasonably be required by Mortgagees. ▇▇▇▇▇▇▇▇ agrees to notify Tenant and ▇▇▇▇▇▇'s Mortgagees (if notified of any such Mortgagees) simultaneously of any default by Tenant and to give Mortgagees the same right to cure any default as Tenant except that the cure period for any Mortgagee shall not be conditioned upon (i) the duration of the proposed sublease so long as said term does not extend beyond the term of this Lease and any applicable renewal term, (ii) the financial condition or ability of the proposed sublessee, or (iii) the economic terms and conditions of such sublease. In the event that Landlord grants such consent, Tenant shall remain primarily liable to Landlord for the payment of all rent and for the full performance of the obligations under this Lease. Any assignment or subletting which does not conform with this Section 6.3 shall be void and a default hereunder. Notwithstanding the foregoing, Tenant may, without Landlord’s consent, assign or sublet the Premises to its parent corporation or any subsidiary thereof, if any, or assign or sublet the Premises to any entity that acquires all or substantially all of Tenant’s assets or controlling interest in the stock or is the surviving entity after merging with Tenant. Such an assignment or sublease shall be referred to herein as a “Permitted Transfer.” Except for a Permitted Transfer, if Tenant, after exercise of its option to extend the initial Term of this Lease, shall enter into a sublease or assignment that (x) extends past the expiration of the tenth (10th) anniversary of the Commencement Date and (y) covers forty percent (40%) or more of the Building, then Tenant shall pay to Landlord, on an annual basis, seventy-five percent (75%) of the “transfer premium”, if any, as hereinafter defined, existing from and after the tenth (10th) anniversary of the Commencement Date. The transfer premium shall mean the annual amount of all base rent and additional rent payable by such sublessee or assignee to Tenant under the sublease or assignment (the “Sublease Rental”) in excess of the Base Rent and additional rent payable by Tenant under this Lease during the corresponding annual period of the sublease or assignment (the “Lease Rental”), calculated on a pro rata basis if less than the entire Premises is assigned or sublet, less the following: (i) An amount equal to the annual amortized amount of all costs incurred by Tenant to secure the sublease or assignment, including, without limitation, all attorneys’ fees, brokerage fees, remodeling costs and tenant inducements or allowances. Such costs shall be amortized over the term of the sublease or assignment at a rate equal to ten percent (10%) per annum; and (ii) An amount equal to the annual Amortized Tenant Improvement Cost for the applicable year during the term of the sublease or assignment, calculated on a pro rata basis if less than the entire Premises is assigned or sublet. In the event the transfer premium is a negative number in any year during the term of the sublease or assignment, then the negative balance shall be carried forward and applied to the succeeding year for the purpose of calculating the transfer premium (i.e. no transfer premium shall be payable unless the difference between the Sublease Rental and the Lease Rental in any one year of the sublease or assignment exceeds the total of (a) the sum of the amounts set forth in (i) and (ii) above in any one year and (b) the cumulative total of all unapplied negative transfer premiums applicable to previous years during the term of the sublease or assignment). The transfer premium shall be calculated as of each anniversary of the commencement date of the sublease or the assignment. Any transfer premium determined to be due shall be payable by Tenant to Landlord within thirty (30) days after each such anniversary date. If the provisions of the second paragraph of this paragraph 6.3 shall apply, then Landlord, at its option, by written notice to Tenant within ten (10) days after Tenant’s written notice to Landlord of such sublease, elect to receive one hundred percent (100%) receipt of the difference between the Sublease Rental and the Lease Rental. If Landlord elects such option, then in order for such election by Landlord to be valid, Landlord shall pay Tenant within ten (10) days of Tenant’s demand therefore, the amounts set forth in subpart (i) and subpart (ii) as provided in the second paragraph above. A condition of any assignment or sublease shall be that the assignee or subleasee shall affirmatively assume all obligations of the Tenant under the terms and conditions of this Lease and such assignment and sublease shall not relieve Tenant of its obligations under this Leasedefault notice.

Assignment; Sublease. Tenant shall may not assign its rights under or encumber this Lease or Lease, and may not sublet the whole or any part or all of the Premises without Landlord’s prior the written consent. Landlord’s consent will of Landlord first had and obtained, such consent not to be unreasonably withheld or delayedwithheld. In addition, Landlord acknowledges that its consent to an Any assignment or sublease to which Landlord may consent (one consent not being any basis to contend that Landlord should consent to a further change) shall not relieve Tenant of any or all of its obligations hereunder. In no event shall this Lease be assignable by operation of any law, and Tenant's rights hereunder may not become, and shall not be conditioned upon (i) listed by Tenant as an asset under any bankruptcy, insolvency or reorganization proceedings. Tenant is not, may not become, and shall never represent itself to be an agent of Landlord, and Tenant expressly recognizes that Landlord's title is paramount, and that it can do nothing to affect or impair Landlord's title. In the duration event Tenant elects to sublease or assign all or part of the proposed sublease so long as said term does not extend beyond Premises, Landlord reserves the term of this Lease and any applicable renewal term, (ii) the financial condition or ability right to recapture that portion of the proposed sublessee, Premises which Tenant intends to sublease or (iii) assign for the economic terms and conditions purpose of such subleaseLandlord pursuing a direct lease with a third party tenant. In the event that Landlord grants such consentelects not to recapture that portion of the Premises Tenant intends to sublease or assign, then Tenant shall remain primarily liable be entitled to Landlord for the payment of all rent and for the full performance one hundred (100%) of the obligations under this Lease. Any assignment rental income paid by subtenant(s) or subletting which does not conform with this Section 6.3 shall be void and a default hereunderassignee. Notwithstanding the foregoing, Tenant mayshall have the right, without the further consent of Landlord’s consent, to assign its interest in this Lease to any parent, affiliate, or sublet the Premises to its parent corporation subsidiary of Tenant, or any subsidiary thereof, if any, or assign or sublet the Premises to any entity that acquires all or acquiring substantially all of Tenant’s 's assets or controlling interest otherwise acquiring Tenant through merger or acquisition, in which event however Tenant shall remain liable for the stock or is fullfillment of , and undertakes to ensure the surviving entity after merging with Tenant. Such an assignment or sublease shall be referred to herein as a “Permitted Transfer.” Except for a Permitted Transfer, if Tenant, after exercise performance by the assignee of its option to extend the initial Term of this Lease, shall enter into a sublease or assignment that (x) extends past the expiration ,all of the tenth (10th) anniversary of the Commencement Date and (y) covers forty percent (40%) or more of the Building, then Tenant shall pay to Landlord, on an annual basis, seventy-five percent (75%) of the “transfer premium”, if any, as hereinafter defined, existing from and after the tenth (10th) anniversary of the Commencement Date. The transfer premium shall mean the annual amount of all base rent and additional rent payable by such sublessee or assignee to Tenant under the sublease or assignment (the “Sublease Rental”) in excess of the Base Rent and additional rent payable by Tenant under this Lease during the corresponding annual period of the sublease or assignment (the “Lease Rental”), calculated on a pro rata basis if less than the entire Premises is assigned or sublet, less the following: (i) An amount equal to the annual amortized amount of all costs incurred by Tenant to secure the sublease or assignment, including, without limitation, all attorneys’ fees, brokerage fees, remodeling costs and tenant inducements or allowances. Such costs shall be amortized over the term of the sublease or assignment at a rate equal to ten percent (10%) per annum; and (ii) An amount equal to the annual Amortized Tenant Improvement Cost for the applicable year during the term of the sublease or assignment, calculated on a pro rata basis if less than the entire Premises is assigned or sublet. In the event the transfer premium is a negative number in any year during the term of the sublease or assignment, then the negative balance shall be carried forward and applied to the succeeding year for the purpose of calculating the transfer premium (i.e. no transfer premium shall be payable unless the difference between the Sublease Rental and the Lease Rental in any one year of the sublease or assignment exceeds the total of (a) the sum of the amounts set forth in (i) and (ii) above in any one year and (b) the cumulative total of all unapplied negative transfer premiums applicable to previous years during the term of the sublease or assignment). The transfer premium shall be calculated as of each anniversary of the commencement date of the sublease or the assignment. Any transfer premium determined to be due shall be payable by Tenant to Landlord within thirty (30) days after each such anniversary date. If the provisions of the second paragraph of this paragraph 6.3 shall apply, then Landlord, at its option, by written notice to Tenant within ten (10) days after Tenant’s written notice to Landlord of such sublease, elect to receive one hundred percent (100%) of the difference between the Sublease Rental and the Lease Rental. If Landlord elects such option, then in order for such election by Landlord to be valid, Landlord shall pay Tenant within ten (10) days of Tenant’s demand therefore, the amounts set forth in subpart (i) and subpart (ii) as provided in the second paragraph above. A condition of any assignment or sublease shall be that the assignee or subleasee shall affirmatively assume all obligations of the Tenant under the terms and conditions of this Lease and such assignment and sublease shall not relieve Tenant of its obligations under this Leasepresent lease.

Assignment; Sublease. Neither Tenant nor Tenant's legal representatives or successors in interest, by operation of law or otherwise, may or shall not assign its rights under this Lease Lease, or sublet the whole or permit all or any part of the Premises to be used by others, without the prior written consent of Landlord in each instance. Landlord agrees that it will not unreasonably withhold or delay its consent to such a subletting or such an assignment. Any mortgage, pledge, encumbrance, or transfer, whether voluntary, involuntary or by operation of law, is and shall be deemed an assignment hereunder. Additionally, if Tenant is not an individual, any merger, consolidation, reorganization, or liquidation of Tenant, and any sale or transfer of a majority of any member’s, partner’s or stockholder’s interest in Tenant during the term of this Lease shall constitute an assignment for purposes of this paragraph. Any assignment or subletting without Landlord’s prior written consentconsent shall be voidable by Landlord. Despite Landlord’s consent will not be unreasonably withheld or delayed. In addition, Landlord acknowledges that its consent to an any assignment or sublease subletting, Tenant, and all guarantors of Tenant’s performance hereunder, shall not be conditioned upon (i) the duration of the proposed sublease so long as said term does not extend beyond the term of this Lease and any applicable renewal term, (ii) the financial condition or ability of the proposed sublessee, or (iii) the economic terms and conditions of such sublease. In the event that Landlord grants such consent, Tenant shall continue to remain primarily completely liable to Landlord for the payment performance of all rent and for the full performance of the obligations of Tenant under this Lease. Any assignment or subletting which does not conform with this Section 6.3 shall be void and a default hereunder. Notwithstanding the foregoing, Tenant may, without Landlord’s consent, assign or sublet the Premises to its parent corporation or any subsidiary thereof, if any, or assign or sublet the Premises to any entity that acquires all or substantially all of Tenant’s assets or controlling interest in the stock or is the surviving entity after merging with Tenant. Such an assignment or sublease shall be referred to herein as a “Permitted Transfer.” Except for a Permitted Transfer, if Tenant, after exercise of its option to extend the initial Term of this Lease, shall enter into a sublease or assignment that (x) extends past the expiration of the tenth (10th) anniversary of the Commencement Date and (y) covers forty percent (40%) or more of the Building, then Tenant shall pay to Landlord, on an annual basis, seventy-five percent (75%) of the “transfer premium”, if any, as hereinafter defined, existing from and after the tenth (10th) anniversary of the Commencement Date. The transfer premium shall mean the annual amount of all base rent and additional rent payable by such sublessee or assignee to Tenant under the sublease or assignment (the “Sublease Rental”) in excess of the Base Rent and additional rent payable by Tenant under this Lease during the corresponding annual period of the sublease or assignment (the “Lease Rental”), calculated on a pro rata basis if less than the entire Premises is assigned or sublet, less the following: (i) An amount equal to the annual amortized amount of all costs incurred by Tenant to secure the sublease or assignment, including, without limitation, all attorneys’ fees, brokerage fees, remodeling costs and tenant inducements or allowances. Such costs shall be amortized over the term of the sublease or assignment at a rate equal to ten percent (10%) per annum; and (ii) An amount equal to the annual Amortized Tenant Improvement Cost for the applicable year during the term of the sublease or assignment, calculated on a pro rata basis if less than the entire Premises is assigned or sublet. In the event the transfer premium is a negative number in any year during the term of the sublease or assignment, then the negative balance shall be carried forward and applied to the succeeding year for the purpose of calculating the transfer premium (i.e. no transfer premium shall be payable unless the difference between the Sublease Rental and the Lease Rental in any one year of the sublease or assignment exceeds the total of (a) the sum of the amounts set forth in (i) and (ii) above in any one year and (b) the cumulative total of all unapplied negative transfer premiums applicable to previous years during the term of the sublease or assignment). The transfer premium shall be calculated as of each anniversary of the commencement date of the sublease or the assignment. Any transfer premium determined to be due shall be payable by Tenant to Landlord within thirty (30) days after each such anniversary date. If the provisions of the second paragraph of this paragraph 6.3 shall apply, then Landlord, at its option, may prescribe the substance and form of such assignment or sublease documents. In the event of the transfer, sale or assignment by written notice to Tenant within ten (10) days after Tenant’s written notice to Landlord of such subleaseits interest in this Lease and/or the real property or building containing the Premises, elect to receive one hundred percent (100%) either of the difference between the Sublease Rental and the Lease Rental. If Landlord elects such which it may do at its sole option, then in order for such election by Landlord to be valid, Landlord shall pay upon such transfer, sale or assignment be released from any further obligations hereunder, and Tenant within ten (10) days agrees to attorn to and look solely to Landlord's successor in interest for performance of TenantLandlord’s demand thereforeobligations hereunder and to release and hold Landlord harmless from all claims arising from or after such transfer, the amounts set forth in subpart (i) and subpart (ii) as provided in the second paragraph above. A condition of any assignment sale or sublease shall be that the assignee or subleasee shall affirmatively assume all obligations of the Tenant under the terms and conditions of this Lease and such assignment and sublease shall not relieve Tenant of its obligations under this Leaseassignment.

Assignment; Sublease. Tenant Not without the prior consent of Landlord, which consent shall not assign its rights under this Lease or sublet the whole or any part of the Premises without Landlord’s prior written consent. Landlord’s consent will not be unreasonably withheld or delayed. In addition, Landlord acknowledges that its consent to an assign, mortgage, pledge or otherwise transfer this Lease or to make any sublease, or to permit occupancy of the Premises or any part thereof by anyone other than Tenant; any assignment or sublease made without such consent shall be void (any assignment, sale or transfer of any ownership interest in Tenant, beneficially or of record, which results in the transfer of control of Tenant to any entity other than inTEST Corporation, or an entity controlled by controlling or under common control with inTEST Corporation shall constitute an assignment); as additional rent, Tenant shall reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting; no assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee); and no consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance. A transfer of any ownership interest in Tenant or issuance of any additional ownership interests in Tenant which results in the transfer of control of Tenant to any entity other than inTEST Corporation, or an entity controlled by controlling or under common control with inTEST Corporation shall constitute an assignment of this Lease. In the event of any unreasonable withholding of consent, Landlord's sole liability will be an order to grant its consent and Landlord shall not be conditioned upon (i) the duration of the proposed sublease so long as said term does not extend beyond the term of this Lease and liable in any applicable renewal term, (ii) the financial condition event for any consequential or ability of the proposed sublessee, or (iii) the economic terms and conditions of such subleaseother damages. In the event that Landlord grants such consentany assignee or subtenant pays to Tenant any amounts in excess of the Annual Base Rent and additional rent then payable hereunder, or pro rata portion thereof on a square footage basis for any portion of the Premises, Tenant shall remain primarily liable shall, after subtracting from such excess the reasonable expenses incurred by Tenant in such assignment or subletting, promptly pay one hundred (100%) percent of said excess to Landlord for the payment of all rent as and for the full performance of the obligations under this Lease. Any assignment or subletting which does not conform with this Section 6.3 shall be void and a default hereunderwhen received by Tenant. Notwithstanding the foregoing, Tenant mayit is hereby expressly understood and agreed however, without that Landlord’s consent, assign or sublet 's consent shall not be required in connection with (1) the Premises to its parent corporation or any subsidiary thereof, if any, or assign or sublet the Premises to any entity that acquires sale of all or substantially all of the assets of Tenant’s assets , if Tenant is a corporation, or controlling interest in (2) the stock or is the surviving entity after merging with Tenant. Such an assignment or sublease shall be referred to herein as a “Permitted Transfer.” Except for a Permitted Transfer, if Tenant, after exercise of its option to extend the initial Term transfer of this Lease, and the term and estate hereby granted, to any corporation or other entity controlled by, controlling or under common control with Tenant or to any corporation into which Tenant is merged or with which Tenant is consolidated, provided that such corporation or other entity shall enter into have a sublease net worth at least equal to that of Tenant immediately prior to such merger or consolidation (such corporation being hereinafter called "Assignee"), and is upon the express condition that, with respect to a sale, merger or consolidation, Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Assignee shall expressly agree that the provisions of this Section 5.6 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. The listing of any name other than that (x) extends past of Tenant, whether on the expiration doors in the Building or on the Building directory, or otherwise, shall not operate to vest in any such other person, firm or corporation any right or interest in this Lease or in the Premises or be deemed to effect or evidence any consent of Landlord. If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, then due and hereafter becoming due, but no assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the tenth (10th) anniversary assignee, subtenant or occupant as a tenant, or a release of Tenant from the liability and obligation of further performance by Tenant of covenants on the part of Tenant herein contained. Any consent by Landlord to a particular assignment or subletting shall not in any way diminish the prohibition stated in the first sentence of this Section 5.6 or the continuing liability of the Commencement Date and (y) covers forty percent (40%) or more of Tenant named in Article 1 as the Building, then Tenant shall pay to Landlord, on an annual basis, seventyparty-five percent (75%) of the “transfer premium”, if any, as hereinafter defined, existing from and after the tenth (10th) anniversary of the Commencement Date. The transfer premium shall mean the annual amount of all base rent and additional rent payable by such sublessee or assignee to Tenant under the sublease or assignment (the “Sublease Rental”) in excess of the Base Rent and additional rent payable by Tenant under this Lease during the corresponding annual period Lease. No assignment or subletting or use of the sublease or assignment (the “Lease Rental”), calculated on a pro rata basis if less than the entire Premises is assigned or sublet, less the following: (i) An amount equal to the annual amortized amount of all costs incurred by Tenant to secure the sublease or assignment, including, without limitation, all attorneys’ fees, brokerage fees, remodeling costs and tenant inducements or allowances. Such costs shall be amortized over the term of the sublease or assignment at a rate equal to ten percent (10%) per annum; and (ii) An amount equal to the annual Amortized Tenant Improvement Cost for the applicable year during the term of the sublease or assignment, calculated on a pro rata basis if less than the entire Premises is assigned or sublet. In the event the transfer premium is a negative number in any year during the term of the sublease or assignment, then the negative balance shall be carried forward and applied to the succeeding year for the purpose of calculating the transfer premium (i.e. no transfer premium shall be payable unless the difference between the Sublease Rental and the Lease Rental in any one year of the sublease or assignment exceeds the total of (a) the sum of the amounts set forth in (i) and (ii) above in any one year and (b) the cumulative total of all unapplied negative transfer premiums applicable to previous years during the term of the sublease or assignment). The transfer premium shall be calculated as of each anniversary of the commencement date of the sublease or the assignment. Any transfer premium determined to be due shall be payable by Tenant to Landlord within thirty (30) days after each such anniversary date. If the provisions of the second paragraph of this paragraph 6.3 shall apply, then Landlord, at its option, by written notice to Tenant within ten (10) days after Tenant’s written notice to Landlord of such sublease, elect to receive one hundred percent (100%) of the difference between the Sublease Rental and the Lease Rental. If Landlord elects such option, then in order for such election by Landlord to be valid, Landlord shall pay Tenant within ten (10) days an affiliate of Tenant’s demand therefore, or otherwise, shall affect the amounts set forth Permitted Uses for which the Premises may be used as stated in subpart (i) and subpart (ii) as provided in the second paragraph above. A condition of any assignment or sublease shall be that the assignee or subleasee shall affirmatively assume all obligations of the Tenant under the terms and conditions of this Lease and such assignment and sublease shall not relieve Tenant of its obligations under this LeaseArticle 1.

Assignment; Sublease. Tenant shall not assign its rights under this Lease or sublet the whole or any part of the Premises without Landlord’s 's prior written consent. Landlord’s 's consent will not be unreasonably withheld or delayed. In addition, Landlord acknowledges that its consent to an assignment or sublease shall not be conditioned upon (i) the duration of the proposed sublease so long as said term does not extend beyond the term of this Lease and any applicable renewal term, (ii) the financial condition or ability of the proposed sublessee, or (iii) the economic terms and conditions of such sublease. In the event that Landlord grants such consent, Tenant shall remain primarily liable to Landlord for the payment of all rent and for the full performance of the obligations under this Lease. Any assignment or subletting which does not conform with this Section 6.3 shall be void and a default hereunder. Notwithstanding the foregoing, Tenant may, without Landlord’s 's consent, assign or sublet the Premises to its parent corporation or any subsidiary thereof, if any, or assign or sublet the Premises to any entity that acquires all or substantially all of Tenant’s 's assets or controlling interest in the stock or is the surviving entity after merging with Tenant. Such an assignment or sublease shall be referred to herein as a “"Permitted Transfer.” " Except for a Permitted Transfer, if Tenant, after exercise of its option to extend the initial Term of this Lease, shall enter into a sublease or assignment that (x) extends past the expiration of the tenth (10th) anniversary of the Commencement Date and (y) covers forty percent (40%) or more of the Building, then Tenant shall pay to Landlord, on an annual basis, seventy-five percent (75%) of the “"transfer premium”", if any, as hereinafter defined, existing from and after the tenth (10th) anniversary of the Commencement Date. The transfer premium shall mean the annual amount of all base rent and additional rent payable by such sublessee or assignee to Tenant under the sublease or assignment (the “"Sublease Rental”") in excess of the Base Rent and additional rent payable by Tenant under this Lease during the corresponding annual period of the sublease or assignment (the “"Lease Rental”"), calculated on a pro rata basis if less than the entire Premises is assigned or sublet, less the following: (i) An amount equal to the annual amortized amount of all costs incurred by Tenant to secure the sublease or assignment, including, without limitation, all attorneys’ ' fees, brokerage fees, remodeling costs and tenant inducements or allowances. Such costs shall be amortized over the term of the sublease or assignment at a rate equal to ten percent (10%) per annum; and (ii) An amount equal to the annual Amortized Tenant Improvement Cost for the applicable year during the term of the sublease or assignment, calculated on a pro rata basis if less than the entire Premises is assigned or sublet. In the event the transfer premium is a negative number in any year during the term of the sublease or assignment, then the negative balance shall be carried forward and applied to the succeeding year for the purpose of calculating the transfer premium (i.e. no transfer premium shall be payable unless the difference between the Sublease Rental and the Lease Rental in any one year of the sublease or assignment exceeds the total of (a) the sum of the amounts set forth in (i) and (ii) above in any one year and (b) the cumulative total of all unapplied negative transfer premiums applicable to previous years during the term of the sublease or assignment). The transfer premium shall be calculated as of each anniversary of the commencement date of the sublease or the assignment. Any transfer premium determined to be due shall be payable by Tenant to Landlord within thirty (30) days after each such anniversary date. If the provisions of the second paragraph of this paragraph 6.3 shall apply, then Landlord, at its option, by written notice to Tenant within ten (10) days after Tenant’s 's written notice to Landlord of such sublease, elect to receive one hundred percent (100%) of the difference between the Sublease Rental and the Lease Rental. If Landlord elects such option, then in order for such election by Landlord to be valid, Landlord shall pay Tenant within ten (10) days of Tenant’s 's demand therefore, the amounts set forth in subpart (i) and subpart (ii) as provided in the second paragraph above. A condition of any assignment or sublease shall be that the assignee or subleasee shall affirmatively assume all obligations of the Tenant under the terms and conditions of this Lease and such assignment and sublease shall not relieve Tenant of its obligations under this Lease.

Assignment; Sublease. (a) Notwithstanding any other provisions of this Lease, Tenant may not assign this Lease, in whole or in part, nor sublet all or any part of the Premises, nor otherwise permit any other person to occupy or use any portion of the Premises (collectively, a “Transfer”) without first obtaining the written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Consent by Landlord to any Transfer shall not constitute a waiver of the requirement for such consent to any subsequent assignment or subletting. Landlord may collect payments from any assignee, subtenant or other occupant and apply the net amount collected to the amounts required to be paid pursuant to this Lease, but no acceptance by Landlord of any payments shall be deemed a waiver of this covenant or the acceptance of such person as Tenant hereunder or a release of Tenant from the further performance by Tenant of its obligations under this Lease. Any Transfer effected or attempted to be effected other than in strict compliance with the terms of this Lease and with the prior consent of Landlord and, if required, any mortgagee of the Property shall be a Default (as defined below), and shall confer no rights whatsoever upon the transferee. All reasonable costs incurred by Landlord in connection with any request for consent to a Transfer, including the cost of investigation and the fees of Landlord’s counsel, shall be paid by Tenant on demand. (b) If Tenant shall not desire to assign its rights under this Lease or sublet the Premises the entire Premises for the remainder of the Term, Landlord shall have the option, to be exercised within thirty (30) days after written notice to Landlord of such proposed Transfer, of canceling this Lease. If Landlord elects to cancel this Lease, the rights and obligations of the parties shall cease as of a date set forth in a written notice from Landlord to Tenant, which date shall not be less than thirty (30) days after the date of such notice. In the event of any such termination, all rent shall be adjusted as of the date of such termination. (c) In the event of a permitted Transfer of the whole or any part of the Premises without Landlord’s prior written consent. Landlord’s consent will not or this Lease where the rent and other payments provided for in or in connection with the Transfer (including any sums payable to Tenant on account of any of its property or interests or services to be unreasonably withheld or delayed. In addition, Landlord acknowledges that its consent provided by Tenant to an assignment or sublease shall not be conditioned upon (i) the duration Transferee in excess of the proposed sublease so long as said term does not extend beyond then fair market value thereof) exceed the term of this Lease rental and any applicable renewal term, (ii) the financial condition or ability of the proposed sublesseeother payments to Landlord provided hereunder, or (iii) the economic terms and conditions pro rata portion of such sublease. In rental and other payments, as the event that Landlord grants case may be, after first deducting all commercially reasonable, actual and verifiable costs and expenses incurred by Tenant with respect to such consentTransfer, Tenant shall remain primarily liable pay to Landlord Landlord, as Additional Rent, fifty percent (50%) of the amount by which the rent and all other payments or consideration provided for or furnished in connection with the Transfer exceeds the rent in this Lease for the payment of all rent and for the full performance of the obligations under this Leaseapplicable space. Any assignment or subletting which does not conform with this Section 6.3 Such excess shall be void payable as and a default hereunder. when received by Tenant, and Tenant shall exercise best efforts to collect any and all sums due it in connection with any such permitted Transfer. (d) Notwithstanding the foregoing, Tenant may, without Landlord’s consent, assign consent shall not be required and the provisions of this Section 16 shall not apply with respect to either (i) transactions with an entity into or sublet the Premises to its parent corporation with which Tenant is merged or any subsidiary thereof, if anyconsolidated, or assign or sublet the Premises to any entity that acquires which all or substantially all of Tenant’s assets are transferred, or controlling interest in the stock (ii) transactions with any entity which controls or is the surviving entity after merging controlled by Tenant or is under common control with Tenant. Such No transfer or assignment of any underlying ownership interest in Tenant shall be deemed an assignment or sublease shall be referred to herein as a “Permitted Transfersubletting requiring Landlord’s consent.” Except for a Permitted Transfer, if Tenant, after exercise of its option to extend the initial Term of this Lease, shall enter into a sublease or assignment that (x) extends past the expiration of the tenth (10th) anniversary of the Commencement Date and (y) covers forty percent (40%) or more of the Building, then Tenant shall pay to Landlord, on an annual basis, seventy-five percent (75%) of the “transfer premium”, if any, as hereinafter defined, existing from and after the tenth (10th) anniversary of the Commencement Date. The transfer premium shall mean the annual amount of all base rent and additional rent payable by such sublessee or assignee to Tenant under the sublease or assignment (the “Sublease Rental”) in excess of the Base Rent and additional rent payable by Tenant under this Lease during the corresponding annual period of the sublease or assignment (the “Lease Rental”), calculated on a pro rata basis if less than the entire Premises is assigned or sublet, less the following: (i) An amount equal to the annual amortized amount of all costs incurred by Tenant to secure the sublease or assignment, including, without limitation, all attorneys’ fees, brokerage fees, remodeling costs and tenant inducements or allowances. Such costs shall be amortized over the term of the sublease or assignment at a rate equal to ten percent (10%) per annum; and (ii) An amount equal to the annual Amortized Tenant Improvement Cost for the applicable year during the term of the sublease or assignment, calculated on a pro rata basis if less than the entire Premises is assigned or sublet. In the event the transfer premium is a negative number in any year during the term of the sublease or assignment, then the negative balance shall be carried forward and applied to the succeeding year for the purpose of calculating the transfer premium (i.e. no transfer premium shall be payable unless the difference between the Sublease Rental and the Lease Rental in any one year of the sublease or assignment exceeds the total of (a) the sum of the amounts set forth in (i) and (ii) above in any one year and (b) the cumulative total of all unapplied negative transfer premiums applicable to previous years during the term of the sublease or assignment). The transfer premium shall be calculated as of each anniversary of the commencement date of the sublease or the assignment. Any transfer premium determined to be due shall be payable by Tenant to Landlord within thirty (30) days after each such anniversary date. If the provisions of the second paragraph of this paragraph 6.3 shall apply, then Landlord, at its option, by written notice to Tenant within ten (10) days after Tenant’s written notice to Landlord of such sublease, elect to receive one hundred percent (100%) of the difference between the Sublease Rental and the Lease Rental. If Landlord elects such option, then in order for such election by Landlord to be valid, Landlord shall pay Tenant within ten (10) days of Tenant’s demand therefore, the amounts set forth in subpart (i) and subpart (ii) as provided in the second paragraph above. A condition of any assignment or sublease shall be that the assignee or subleasee shall affirmatively assume all obligations of the Tenant under the terms and conditions of this Lease and such assignment and sublease shall not relieve Tenant of its obligations under this Lease.