Common use of ASSIGNMENT, SUBLETTING, ETC Clause in Contracts

ASSIGNMENT, SUBLETTING, ETC. Tenant shall not assign, sublet, underlet, mortgage, pledge, or encumber this Lease or the Premises in whole or in part (collectively referred to as “Transfer”) without first obtaining on each occasion the consent in writing of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by the Landlord. In considering whether or not to consent or withhold consent, it shall be reasonable for Landlord to consider, without limitation, such factors as: the nature of the business, the financial condition, reputation, history and management of any proposed assignee or sublessee, the rent proposed to be paid by sublessee and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up to a maximum of $3,500. No such Transfer shall in any way impair the continuing primary liability of Tenant hereunder or the liability of any guarantor hereof, and no consent to any Transfer on a particular instance shall be deemed to be a waiver of the obligations to obtain Landlord’s approval in the case of any other assignment or subletting. Prior to the commencement of an extension period, in the event of a sublease or assignment of this Lease (except as described in the following sentence), any option to extend the lease granted pursuant to Section 2.2 hereof shall not be transferred to the assignee or sublessee, and this Lease shall be terminated at the time of the original Termination Date as described in Section 1.1 hereof. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation (a) any transfer of the Tenant’s interest in the Lease by operation of law, or the merger or consolidation of the Tenant with or into any other firm or corporation, if as a result of such merger or consolidation the voting securities of the Tenant outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than fifty percent (50%) of the combined voting power of the Company and such surviving entity immediately after such merger or consolidation; or (b) the transfer or sale of a controlling interest in the Tenant whether by sale of its capital stock or otherwise.

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant shall not sublet the Demised Premises, or any portion thereof, nor assign, sublet, underlet, mortgage, pledge, transfer or otherwise encumber or dispose of this Lease Agreement, or the Premises in whole any interest therein, or in part (collectively referred to as “Transfer”) any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in the Demised Premises, or any portion thereof, without first obtaining on each occasion the Landlord's prior written express consent in writing of Landlordeach and every instance, which consent consent, however, to an assignment of this Lease Agreement or subletting of the Demised Premises shall not be unreasonably withheld, conditioned or delayed by provided the Landlord. In considering whether or not to consent or withhold consent, it shall be reasonable for Landlord to consider, without limitation, such factors as: the nature of the business, the financial condition, reputation, history and management of any proposed assignee or sublessee, the rent proposed to be paid by sublessee and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up to a maximum of $3,500. No such Transfer shall in any way impair the continuing primary liability of Tenant hereunder or the liability of any guarantor hereof, and no consent to any Transfer on a particular instance shall be deemed to be a waiver of the obligations to obtain Landlord’s approval in the case of any other assignment or subletting. Prior to the commencement of an extension period, in the event of a sublease or following conditions are complied with: (a) Any assignment of this Lease (except as described in the following sentence), any option to extend the lease granted pursuant to Section 2.2 hereof Agreement shall not be transferred transfer to the assignee all of Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or sublesseeinterest in the Demised Premises; (b) At the time of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part of Tenant. (c) Any such assignee shall be terminated assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at the time of the original Termination Date effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as described a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in Section 1.1 hereof. As used hereinform and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the term “assign” sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or “assignment” shall be deemed to includesurrender possession thereunder, without limitation (a) any transfer of the Tenant’s interest in the Lease by operation of law, or the merger or consolidation of the Tenant with or into any other firm or corporation, if as a result of such merger the termination of this Lease Agreement. Further, no subtenant or consolidation the voting securities occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant outstanding immediately prior thereto represent hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (either g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by remaining outstanding such assignment or subletting. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by being converted into voting securities Landlord to any sublease of the surviving entity) less than fifty percent (50%) Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of Tenant's interest or estate in the combined voting power of Demised Premises, no sublessee shall assign its sublease nor further sublease the Company Demised Premises, or any portion thereof, and such surviving entity immediately after such merger or consolidation; or (b) the transfer or sale of a controlling no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant whether by sale (or any assignor of its capital stock or otherwiseTenant's interest) from any of Tenant's obligations in this Lease Agreement contained.

ASSIGNMENT, SUBLETTING, ETC. Tenant shall not sell, assign, sublet, underlet, mortgage, pledge, or in any manner transfer or encumber this Lease or any estate or interest hereunder, or sublet the Demised Premises in whole or in any part hereof without the previous written consent of Landlord which consent will not be reasonably withheld. In the event that Landlord consents to a sublet or assignment, one-half (collectively referred 1/2) of the amount by which the Basic Rent payable under the approved agreement of sublet or assignment exceeds the Basic Rent payable hereunder shall be paid to as “Transfer”) without first obtaining on each occasion the consent in writing of Landlord, which consent shall not be unreasonably withheldby either Tenant, conditioned the subtenant or delayed the assignee, as determined by the Landlord, as Additional Rent hereunder. In considering whether or not to No consent or withhold consent, it shall be reasonable for Landlord to consider, without limitation, such factors as: the nature any assignment of this Lease or subletting of any or all of the business, the financial condition, reputation, history and management of any proposed assignee or sublessee, the rent proposed to be paid by sublessee and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up to a maximum of $3,500. No such Transfer shall in any way impair the continuing primary liability of Tenant hereunder or the liability of any guarantor hereof, and no consent to any Transfer on a particular instance Demised Premises shall be deemed to be construed as a waiver of the obligations to obtain Landlord’s approval in the case of consent by Landlord for any other further or additional assignment or subletting. Prior to the commencement of an extension period, in In the event of a sublease or any assignment of this Lease (except as described the assignee shall assume, by written recordable instrument reasonably satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease. No assignment shall be valid or effective in the following sentence), absence of such assumption. A true copy of such assignment and the original assumption agreement shall be delivered to Landlord ten (10) days in advance of the effective date of such assignment and assumption. Tenant hereby waives any option claim for money damages which it may have based upon any assertion that Landlord has unreasonably withheld or delayed consent to extend the lease granted pursuant to Section 2.2 hereof any subletting or assignment. Tenant's sole remedy shall not be transferred an action for specific performance. Notwithstanding anything contained herein to the assignee contrary, Tenant may assign or sublessee, and this Lease shall be terminated at the time sublet all or any portion of the original Termination Date as described in Section 1.1 hereof. As used hereinleased premises without the consent of the Landlord to any parent, subsidiary or affiliate of Tenant or any other entity which purchases all or substantially all of the term “assign” or “assignment” shall be deemed to include, without limitation (a) any transfer assets of the Tenant’s interest in the Lease by operation of law, or the merger or consolidation of the Tenant with or into any other firm or corporation, if as a result of such merger or consolidation the voting securities of the Tenant outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than fifty percent (50%) of the combined voting power of the Company and such surviving entity immediately after such merger or consolidation; or (b) the transfer or sale of a controlling interest in the Tenant whether by sale of its capital stock or otherwise.

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant expressly agrees that neither this Lease nor any part hereof, shall, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred (a “Transfer”) by Tenant, Tenant’s legal representatives or successors in interest and neither the Premises, nor any part thereof, nor any Tenant’s property shall not assignbe encumbered in any manner by reason of any act or omission on the part of Tenant or anyone claiming under or through Tenant, subletor shall be sublet or be used, underletoccupied or utilized for concession or desk space or for mailing privileges by anyone other than Tenant, without the prior consent of Landlord in each instance except as otherwise expressly provided in this Article 14. For purposes of this Article 14, (i) the issuance of interests in Tenant (whether stock, partnership interests, interests in a limited liability company or otherwise) to any person or group of related persons, whether in a single transaction or a series of related or unrelated transactions, in such quantities that after such issuance control of Tenant or the ability effectively to control or direct the business decisions of Tenant, directly or indirectly, shall have changed, shall be deemed an assignment of this Lease, as the case may be, (ii) a Transfer of more than 50% in beneficial interest of Tenant (whether stock, partnership interests, interests in a limited liability company or otherwise) by any party or parties in interest whether in a single transaction or a series of related or unrelated transactions shall be deemed an assignment of this Lease, (iii) a take-over agreement shall be deemed an assignment of this Lease and (iv) any person or legal representative of Tenant, to whom Tenant’s interest under this Lease passes by operation of law, or otherwise, shall be bound by the provisions of this Article 14. Any assignment (or deemed assignment), sublease (or deemed sublease), license, concession, mortgage, pledge, encumbrance or encumber transfer by Tenant in contravention of this Article 14 shall be void. Notwithstanding the foregoing, if Tenant is a corporation whose stock is publicly traded on a nationally recognized stock exchange (including, without limitation, an initial public offering), then the issuance of stock or one or more transfers of stock or other beneficial interest in Tenant (whether or not more than 50% of the stock or other beneficial interest in Tenant is so transferred other than to those deemed “insiders” within the meaning of the Securities Exchange Act of 1934, as amended) which is effected through “over-the-counter market” or through any recognized stock exchange shall not constitute an assignment hereunder. 14.2 If this Lease be assigned, or if the Premises or any part thereof be underlet or occupied by anybody other than Tenant, whether or not in violation of this Article 14, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting except to the extent such consent is not required under the express terms of this Article 14. 14.3 In connection with any request for consent to an assignment of this Lease or the subletting of the Premises in whole or in part part, Tenant shall provide Landlord with all information reasonably requested by Landlord, including but not limited to, financial reports with respect to such proposed assignee or subtenant. (collectively referred a) No assignment or sublease shall be valid, and no assignee or subtenant shall take possession of the Premises until an executed counterpart of such assignment or sublease has been delivered to as “Transfer”) without first obtaining on each occasion the consent in writing of Landlord, which consent sublease or assignment agreement, as applicable, shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 14. (b) Each sublease shall expressly provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that, in the event of any termination, re-entry, or dispossess by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant as sublandlord under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under such sublease, (ii) be subject to any offset, not expressly provided in such sublease, that theretofore accrued to such subtenant against Tenant or (iii) be bound by any previous modification of such sublease not approved in writing by Landlord or by any prepayment of more than one month’s minimum rent or any additional rent then due. (c) Any assignment or transfer shall be made only if, and shall not be unreasonably withheldeffective until, conditioned the assignee shall execute, acknowledge and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, whereby the assignee shall assume all of the obligations of this Lease on the part of Tenant to be performed or delayed observed. 14.5 Notwithstanding any provision to the contrary contained herein, Tenant may, without obtaining Landlord’s consent (but subject to compliance with the requirements of this Section 14.5), (i) assign or transfer this Lease to a corporation or other entity into which Tenant shall be merged or consolidated (a “successor entity”) or an entity which acquires all or substantially all of the assets, stock, or other equity interest of Tenant (an “acquiring entity”) or (ii) sublet the entire Premises to an entity which controls, is controlled by, or is under common control with Tenant (a “related entity”), provided that in all such cases: (a) Tenant shall not be in default hereunder beyond the expiration of any applicable notice and/or cure period at the time of such assignment, transfer or sublease; (b) the principal purpose of such transfer or acquisition is not the acquisition of Tenant’s interest in this Lease and is not made to circumvent the provisions of this Article 14; (c) in the case of an assignment to a successor entity or acquiring entity, reasonably satisfactory proof has been delivered to Landlord demonstrating that such successor entity or acquiring entity has a net worth immediately following such merger or acquisition computed in accordance with generally accepted accounting principles at least equal to the net worth of Tenant herein named on the date of this Lease; (d) in the case of a subletting to a related entity, the rights granted to Tenant and such related entity pursuant to this Section 14.5 shall be for only so long as such person or entity shall remain a related entity and at such time as such person or entity shall no longer be a related entity the rights accorded to Tenant by this Section 14.5 shall not apply and Tenant shall promptly comply with all of the terms and conditions of this Article 14, and (e) in the event of an assignment, there shall have been delivered to Landlord, at least ten (10) days after the effective date of such assignment, an instrument in form and substance reasonably satisfactory to Landlord, duly executed by the assignee, in which such assignee assumes (as of the effective date of such assignment) observance of and performance of, and agrees to be bound by, all of the terms, covenants and conditions of this Lease on Tenant’s part to be performed. 14.6 Notwithstanding any provision to the contrary contained herein, Tenant may, without obtaining Landlord. In considering whether or ’s consent (but subject to compliance with the requirements of this Section 14.6) enter into desk sharing arrangements (each, a “Desk Sharing Arrangement”), provided that in all such cases: (a) Tenant shall not to consent or withhold consent, it be in default hereunder beyond the expiration of any applicable notice and/or cure period at the time of such Desk Sharing Arrangement; (b) such arrangement shall be reasonable for Landlord subject and subordinate to consider, without limitation, the terms of this Lease; (c) such factors as: arrangement will terminate automatically upon a default by Tenant occurring and continuing beyond any applicable notice and cure period under this Lease; (d) the nature party under the Desk Sharing Arrangement shall use the Premises in conformity with all applicable provisions of this Lease; (e) in no event shall the use of any portion of the businessPremises by any entity under any Desk Sharing Arrangement create or be deemed to create any right, title or interest in or to the financial conditionPremises for such entity; (f) the portion(s) of the Premises occupied by such party(ies) and the portion of the Premises occupied by Tenant shall not be, reputationand shall not be required by law to be, history separated by demising walls so as to create separate entrances from the elevator landing or public corridors; (g) the aggregate space covered by all Desk Sharing Arrangements shall not be more than fifteen percent (15%) of the rentable square footage of the Premises, in the aggregate; and management (h) no such arrangement shall be deemed to release Tenant from any of its obligations and liabilities hereunder. 14.7 In no event shall any proposed assignee assignment or sublesseesubletting (including any assignment not requiring Landlord’s consent hereunder) release or relieve Tenant from its obligations fully to perform all of the terms, the rent proposed covenants and conditions of this Lease on Tenant’s part to be paid by sublessee and the availability for leasing of other space in the building. performed. 14.8 Tenant shall reimburse Landlord promptly (whether or not the proposed transaction is consummated), within ten (10) days after demand, for all reasonable expenses, including legal expenses, costs incurred by Landlord in connection with any request for assignment (whether or not Landlord’s consent up is required therefor) or sublease, including the costs of making investigations as to a maximum the acceptability of $3,500. No the proposed assignee or subtenant (or whether such Transfer shall proposed assignee or subtenant satisfies the conditions set forth in any way impair this Article 14) and reasonable attorney’s fees and disbursements incurred in connection with the continuing primary liability of Tenant hereunder granting or the liability reviewing of any guarantor hereof, and no consent matters reasonably related to any Transfer on a particular instance shall be deemed to be a waiver of the obligations to obtain Landlord’s approval in the case of any such assignment, subletting or other assignment or subletting. Prior to the commencement of an extension period, in the event of a sublease or assignment of this Lease (except as described in the following sentence), any option to extend the lease granted pursuant to Section 2.2 hereof shall not be transferred to the assignee or sublessee, and this Lease shall be terminated at the time of the original Termination Date as described in Section 1.1 hereof. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation (a) any transfer of the Tenant’s interest in the Lease by operation of law, or the merger or consolidation of the Tenant with or into any other firm or corporation, if as a result of such merger or consolidation the voting securities of the Tenant outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than fifty percent (50%) of the combined voting power of the Company and such surviving entity immediately after such merger or consolidation; or (b) the transfer or sale of a controlling interest in the Tenant whether by sale of its capital stock or otherwisetransfer.

ASSIGNMENT, SUBLETTING, ETC. 15.1 Tenant shall not sublet the Demised Premises, or any portion thereof, nor assign, sublet, underlet, mortgage, pledge, transfer or otherwise encumber or dispose of this Lease Agreement, or the Premises in whole any interest therein, or in part (collectively referred to as “Transfer”) any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in the Demised Premises, or any portion thereof, without first obtaining on each occasion the Landlord's prior written express consent in writing of Landlordeach and every instance, which consent consent, however, to an assignment of this Lease Agreement or subletting of the Demised Premises shall not be unreasonably withheldwithheld or delayed, conditioned or delayed by provided the Landlord. In considering whether or not to consent or withhold consent, it shall be reasonable for Landlord to consider, without limitation, such factors as: the nature of the business, the financial condition, reputation, history and management of any proposed assignee or sublessee, the rent proposed to be paid by sublessee and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up to a maximum of $3,500. No such Transfer shall in any way impair the continuing primary liability of Tenant hereunder or the liability of any guarantor hereof, and no consent to any Transfer on a particular instance shall be deemed to be a waiver of the obligations to obtain Landlord’s approval in the case of any other assignment or subletting. Prior to the commencement of an extension period, in the event of a sublease or following conditions are complied with: (a) Any assignment of this Lease (except as described in the following sentence), any option to extend the lease granted pursuant to Section 2.2 hereof Agreement shall not be transferred transfer to the assignee all of Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or sublesseeinterest in the Demised Premises. (b) At the time of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part of Tenant. (c) Any such assignee shall be terminated assume, by written recordable instrument in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at the time of the original Termination Date effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as described a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in Section 1.1 hereof. As used hereinform and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution there of. (e) Such assignment or subletting shall be subject to all the provisions, terms, convenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and reamin liable under the Lease Agreement, as it may be amended from time to time. (f) Each sublease permitted under this Paragraph 15.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublesee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord thereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the term “assign” sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or “assignment” shall be deemed to includesurrender possession thereunder, without limitation (a) any transfer of the Tenant’s interest in the Lease by operation of law, or the merger or consolidation of the Tenant with or into any other firm or corporation, if as a result of such merger the termination of this Lease Agreement. Further, no subtenant or consolidation the voting securities occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed the obligations of and limitation of rights of Tenant outstanding immediately hereunder at the time such party becamse a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorneys' fees, occasioned by such assignment or subletting. (h) If any modification to the Lease Agreement is proposed to be made after such assignment or sublease, then, at Landlord's option, all prior thereto represent assignors and sublessors, and all such obligated parties, shall be required to confirm in writing their approval of such modification, and that their obligations continue as to the Lease Agreement as so modified. (either i) The use to which the assignee or sublessee may put the Demised Premises shall not involve the use of so-called "hazardous materials," except as provided in Paragraph 23.2 of this lease Agreement, or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Demised Premises. 15.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by remaining outstanding or by being converted into voting securities Landlord to any sublease of the surviving entityDemised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of 15.3 Notwithstanding anything contained in this Lease Agreement to the contrary, should Tenant desire to assign this Lease Agreement, or its interest or estate in the Demised Premises, or sublet the Demised Premises, or any portion thereof, it shall give written notice of its intention to do so to Landlord sixty (60) days or more before the effective date of such proposed assignment or subletting and Landlord may, at any time within thirty (30) days after the receipt of such notice from Tenant, cancel this Lease Agreement by giving Tenant written notice of its intention to do so, in which event such cancellation shall become effective upon the date specified by Landlord, but not less than fifty percent thirty (50%30) days nor more than ninety (90) days after its receipt by Tenant, with the same force and effect as if said cancellation date were the date originally set forth as the expiration date of the combined voting power Term of this Lease Agreement. Landlord may enter into a direct lease with the proposed sublessee or assignee or with any other persons as Landlord may desire without obligation or liability to Tenant, its assignees, sublessees or their respective successors, assigns, agents or brokers. 15.4 Tenant's failure to comply with all of the Company foregoing provisions and conditions of Article XV shall (whether or not Landlord's consent is required under this Article), at Landlord's option, render any purported assignment or subletting null and void and of no force and effect. 15.5 Landlord acknowledges that, in connection with Tenant's operations at the Demised Premises, Tenant shall require in-house tool and die services/operations, and that in connection with such surviving entity immediately after required services/operations Tenant desires to sublease a portion of the Demised Premises to a tool and die specialist, exclusively for the purpose of serving Tenant's tool and die needs for Tenant's operations at the Demised Premises. Tenant hereby acknowledges and agrees that any such merger subletting that Tenant shall require for such purpose, shall require Landlord's prior written consent, and Tenant shall be required by Landlord to comply with each of the above terms and conditions pertaining to subleases proposed for any part or consolidation; portion of the Demised Premises. Landlord hereby agrees that it shall not act unreasonably in determining whether to withhold or (b) the transfer or sale of a controlling interest in the Tenant whether by sale of grant its capital stock or otherwiseconsent for any such sublease.

ASSIGNMENT, SUBLETTING, ETC. Tenant A. Tenant, for itself, its heirs, executors, administrators, successors and assigns, expressly covenants that it shall not assign, sublet, underlet, mortgage, pledge, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance. The sale or transfer of stock control, if Tenant be a corporation, shall be deemed an assignment of this Lease unless (a) such sale or transfer is made to a publicly owned corporation, (b) it involves the sale or issuance of securities registered under the Securities Act of 1933, as amended, (c) it is made amongst the existing stockholders of Tenant, or (d) it results from the death of a stockholder of Tenant. Similarly, the sale or transfer of membership interests in a limited liability company or of partnership interests in a partnership when such sale or transfers change control of the entity shall also be deemed an assignment of this Lease. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anyone other than Tenant. Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the Premises acceptance of the assignee, undertenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of all covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in whole or in part (collectively referred any wise be construed to as “Transfer”) without first relieve Tenant from obtaining on each occasion the express consent in writing of LandlordLandlord to any further assignment or underletting, nor shall the same release or discharge Tenant from any liability, past, present or future, under this Lease, and Tenant shall continue fully liable in all respects hereunder. B. If Tenant intends to and has entered into a proposed sublease of the premises or assignment of this Lease, such sublease or assignment shall be subject to the provisions of this Article 11 and Tenant shall send Landlord a written notice ("Tenant's Notice of Intention") advising Landlord of Tenant's intention to finalize the sublease or assignment in accordance with the terms of that instrument and an executed copy of the proposed sublease or assignment. Landlord shall have a period of thirty (30) days after receipt from Tenant of such Notice to elect to terminate this Lease and the unexpired term hereof ("recapture") or to advise Tenant that Landlord consents or refuses to consent to such proposed sublease or assignment. In the event Landlord elects to recapture the demised premises, Tenant shall vacate and surrender possession of the demised premises by not later than the date set forth in Tenant's Notice of Intention for the date upon which the proposed sublease or assignment (as the case may be) was intended to become effective, which consent date shall not be prior to forty (40) nor later than one hundred twenty (120) days after sending of Tenant's Notice of Intention ("termination date"). Upon Tenant's vacating and surrendering possession of the demised premises as of the aforesaid termination date as if said date were the termination date set forth in the Preamble to this Lease. C. Landlord agrees that if it does not elect to recapture the demised premises in accordance with subparagraph B, Landlord shall not unreasonably withheldwithhold its consent to the proposed sublease or assignment, conditioned or delayed by the Landlord. In considering whether or provided, however, that Landlord shall not be deemed unreasonable if it refuses to consent to any proposed sublease or withhold consentan assignment of the Lease to a tenant, it subtenant or other occupant of the Building (or to a subsidiary or affiliate), or if, in the reasonable judgment of Landlord, the business of such proposed subtenant or assignee is not compatible with the type of occupancy of the Building, or such business will create increased use of the facilities of the Building or conflict with the provisions of any other lease or agreement affecting the Building.. Landlord may refuse consent to an assignment or sublease to any prospective Tenant who has been offered rental space at the Property by Landlord or its representatives. D. It is expressly agreed that Landlord shall have the right to negotiate directly with any proposed subtenant or assignee, whether the identification thereof shall have been disclosed to Landlord by Tenant or others, and Landlord shall have the right to enter into a direct lease with any proposed subtenant, its parent, affiliate or subsidiary, either with respect to the sublet area or any other premises or space in the Building for such term and upon such rentals and other provisions or agreements as Landlord elects, including the same terms and conditions set forth in the proposed sublease or assignment submitted to Landlord with Tenant's Notice of Intention. E. Tenant, without Landlord's prior written consent thereto and without being subject to the provisions of Paragraph B of this Article 11, shall have the right to assign this Lease or sublet the premises to, or allow the premises to be otherwise occupied by, any parent, subsidiary, affiliate, group or division of Tenant, provided, however, that no such assignment or subletting shall be reasonable deemed to relieve it of liability for the full and faithful performance of all the terms and conditions on its part to be performed under this Lease. F. In the event Tenant assigns this Lease, as permitted by this Article 11, such assignment shall not be deemed effective or binding on Landlord unless there is delivered to Landlord within five (5) days of the execution of such assignment, a duplicate, executed copy of such assignment and a duplicate, executed copy of an agreement on the part of the assignee, satisfactory to Landlord, to the effect that the assignee agrees to and shall assume all of the obligations on the part of Tenant to be kept, observed and performed pursuant to this Lease and such assignment is consistent in all manner with Landlord's consent. Consent by Landlord to considerany assignment or sublease shall not, without limitationnor shall it be deemed to, such factors as: relieve or release the nature assigning Tenant from liability for the full and faithful performance of all the terms, covenants, provisions and conditions required to be performed under this Lease by "Tenant" for the remainder of the businessterm. No oral or verbal assignment, the financial condition, reputation, history and management or sublease or receipt by Landlord of any proposed payment of rental or other amounts, or acceptance by Landlord of performance of Tenant's obligations hereunder by any purported assignee or sublessee, the rent proposed shall be deemed a waiver of any obligation of Tenant hereunder. G. Tenant agrees to be paid by sublessee pay to Landlord all fees, costs and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expensesincluding, but not limited to, reasonable attorney's fees and disbursements, incurred by Landlord in connection with any request for Landlord’s consent up to a maximum of $3,500. No such Transfer shall in any way impair the continuing primary liability of Tenant hereunder or the liability of any guarantor hereof, and no consent to any Transfer on a particular instance shall be deemed to be a waiver of the obligations to obtain Landlord’s approval in the case of any other assignment or subletting. Prior to the commencement of an extension period, in the event of a sublease or proposed assignment of this Lease (except as described in the following sentence), and any option to extend the lease granted pursuant to Section 2.2 hereof shall not be transferred to the assignee or sublessee, and this Lease shall be terminated at the time proposed sublease of the original Termination Date as described in Section 1.1 hereof. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation (a) any transfer of the Tenant’s interest in the Lease by operation of law, or the merger or consolidation of the Tenant with or into any other firm or corporation, if as a result of such merger or consolidation the voting securities of the Tenant outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than fifty percent (50%) of the combined voting power of the Company and such surviving entity immediately after such merger or consolidation; or (b) the transfer or sale of a controlling interest in the Tenant whether by sale of its capital stock or otherwiseDemised Premises.

ASSIGNMENT, SUBLETTING, ETC. 14.1 Tenant shall not sublet the Demised Premises, or any portion thereof, nor assign, sublet, underlet, mortgage, pledge, transfer or otherwise encumber or dispose of this Lease Agreement, or the Premises in whole any interest therein, or in part (collectively referred to as “Transfer”) any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in the Demised Premises, or any portion thereof, without first obtaining on each occasion the Landlord's prior written express consent in writing of Landlordeach and every instance, which consent consent, however, to an assignment of this Lease Agreement or subletting of the Demised Premises shall not be unreasonably withheld, conditioned or delayed by provided the Landlord. In considering whether or not to consent or withhold consent, it shall be reasonable for Landlord to consider, without limitation, such factors as: the nature of the business, the financial condition, reputation, history and management of any proposed assignee or sublessee, the rent proposed to be paid by sublessee and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up to a maximum of $3,500. No such Transfer shall in any way impair the continuing primary liability of Tenant hereunder or the liability of any guarantor hereof, and no consent to any Transfer on a particular instance shall be deemed to be a waiver of the obligations to obtain Landlord’s approval in the case of any other assignment or subletting. Prior to the commencement of an extension period, in the event of a sublease or following conditions are complied with: (a) Any assignment of this Lease (except as described in the following sentence), any option to extend the lease granted pursuant to Section 2.2 hereof Agreement shall not be transferred transfer to the assignee all of Tenant's right, title and interest in this Lease Agreement and all of Tenant's estate or sublesseeinterest in the Demised Premises; (b) At the time of any assignment or subletting, and at the time when Tenant requests Landlord's written consent thereto, this Lease Agreement must be in full force and effect, without any breach or default thereunder on the part of Tenant and the proposed assignee or subtenant shall be terminated have a net worth equal to or greater than Tenant's. (c) Any such assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease Agreement, including any accrued obligations at the time of the original Termination Date effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as described a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in Section 1.1 hereof. As used hereinform and content satisfactory to Landlord, fully executed and acknowledged by assignee, together with related documents and agreements and a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord ten (10) days prior to the effective date of such assignment, and in any event within ten (10) days after execution thereof. (d) In the case of a subletting, a copy of any sublease fully executed and acknowledged by Tenant and sublessee shall be mailed to Landlord ten (10) days prior to the effective date of such subletting, and in any event within ten (10) days after execution thereof. (e) Such assignment or subletting shall be subject to all the provisions, terms, covenants and conditions of this Lease Agreement, and Tenant-Assignor and the assignee or assignees shall continue to be and remain liable under the Lease Agreement, as it may be amended from time to time without notice to any assignor of Tenant's interest or to any guarantor. (f) Each sublease permitted under this Paragraph 14.1 shall contain provisions to the effect that (i) such sublease is only for actual use and occupancy by the sublessee; (ii) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease Agreement and to all of the rights of Landlord hereunder; and (iii) in the event this Lease Agreement shall terminate before the expiration of such sublease, the term “assign” sublessee thereunder will, at Landlord's option, attorn to Landlord and waive any rights the sublessee may have to terminate the sublease or “assignment” shall be deemed to includesurrender possession thereunder, without limitation (a) any transfer of the Tenant’s interest in the Lease by operation of law, or the merger or consolidation of the Tenant with or into any other firm or corporation, if as a result of such merger the termination of this Lease Agreement. Further, no subtenant or consolidation the voting securities occupant of the Demised Premises shall have any greater rights in respect to Landlord than such party would have if such party had assumed all obligations of and limitation of rights of Tenant outstanding immediately prior thereto represent hereunder at the time such party became a subtenant or occupant, and Tenant shall cause each subtenant and occupant to so agree. (either g) Tenant agrees to pay on behalf of Landlord any and all costs of Landlord, including reasonable attorney's fees, occasioned by remaining outstanding such assignment or by being converted subletting. In addition, as additional consideration for entering into voting securities any such assignment or sublease, Tenant agrees to pay to Landlord the amount of the surviving entity) less than fifty Fifty percent (50%) of the combined voting power any rent received by Tenant in excess of the Company Basic Rent herein and reasonable assignment/subletting costs. Such obligation shall constitute addition rent hereunder. Tenant agrees that it shall not assign or sublease the Land for less than the current fair market value of the Lease. (h) The use to which the assignee or sublessee may put the Premises shall not involve the use of so-called "hazardous materials" or constitute a use which will materially increase the physical depreciation over the use to which the assignor is using such Premises. 14.2 Notwithstanding anything contained in this Lease Agreement to the contrary and notwithstanding any consent by Landlord to any sublease of the Demised Premises, or any portion thereof, or to any assignment of this Lease Agreement or of Tenant's interest or estate in the Demised Premises, no sublessee shall assign its sublease nor further sublease the Demised Premises, or any portion thereof, and no assignee shall further assign its interest in this Lease Agreement or its interest or estate in the Demised Premises, or any portion thereof, nor sublease the Demised Premises, or any portion thereof, without Landlord's prior written consent in each and every instance. No such assignment or subleasing shall relieve Tenant (or any assignor of Tenant's interest) from any of Tenant's obligations in this Lease Agreement contained. 14.3 For purposes of this Article, operators, vendors, employees, contractors, and others engaged by and with Tenant in connection with Tenant's operation of its Renaissance Faire shall not be deemed to be sublessees or assignees of Tenant. In addition, Tenant may sublease all or any part of its interest in this Lease, or assign this Lease to (i) any corporation which controls, is controlled by, or is under common control with Tenant by means of ownership interest greater than 50%, (ii) a corporation which results from a merger, consolidation or other reorganization in which Tenant is not the surviving entity immediately after such merger organization, so long as the surviving corporation has a net worth equal to or consolidation; greater than Tenant at the time of transfer, or (biii) a corporation which purchases or otherwise acquires substantially all of the transfer or sale assets of a controlling interest in the Tenant whether by sale of its capital stock or otherwiseTenant.

ASSIGNMENT, SUBLETTING, ETC. (a) Tenant may sublet the Demised Premises or assign this Lease to its parent corporation or any affiliate or subsidiary of Tenant without Landlord’s consent so long as Tenant continues to be primarily liable and responsible for the performance of all obligations under this Lease. (b) Tenant shall not sublet the Demised Premises or any part thereof, nor assign, sublettransfer, underlet, mortgage, pledgemortgage or hypothecate, or otherwise encumber this Lease or any interest therein, nor grant concessions or licenses for the occupancy of the Demised Premises in whole or in any part (collectively referred thereof to as “Transfer”) any unaffiliated company without first obtaining on each occasion the consent in writing of Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned and any unauthorized subletting, assignment, transfer or delayed by the Landlord. In considering whether or not to consent or withhold consent, it shall be reasonable for Landlord to consider, without limitation, other similar such factors as: the nature of the business, the financial condition, reputation, history and management of any proposed assignee or sublessee, the rent proposed to be paid by sublessee and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up to a maximum of $3,500. No such Transfer shall in any way impair the continuing primary liability of Tenant hereunder or the liability of any guarantor hereof, and no consent to any Transfer on a particular instance action shall be deemed to be a waiver null and void and of no effect. The provisions of this Section 10.01 shall not prohibit the obligations to obtain Landlord’s approval in the case of any other assignment or subletting. Prior to the commencement of an extension period, in the event of a sublease or assignment of this Lease by Tenant to a successor of Tenant by merger or consolidation or the purchaser of all or substantially all of Tenant’s assets, provided that in any of such case (except as described i) the successor to Tenant has a net worth computed in the following sentence), any option to extend the lease granted pursuant to Section 2.2 hereof shall not be transferred accordance with generally accepted accounting principles at least equal to the assignee greater of (1) the net worth of Tenant immediately prior to such merger, consolidation or sublesseetransfer, or (2) the net worth of the original Tenant on the date of this Lease and (ii) the successor assumes in writing Tenant’s obligations under this Lease in a manner reasonably satisfactory to Landlord. Upon the return of the Demised Premises, all terms and conditions of this Lease shall be terminated at the time null and void, except for those provisions of the original Termination Date Lease which shall survive the Expiration Date, as described herein provided. (c) Without limiting the foregoing, Landlord may, in Section 1.1 hereof. As used hereinits sole determination, the term “assign” withhold approval to a transfer, assignment or “assignment” shall be deemed to include, without limitation (a) any transfer of the Tenant’s interest in the Lease by operation of law, or the merger or consolidation of the Tenant with or into any other firm or corporation, if as a result of such merger or consolidation the voting securities of the Tenant outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than fifty percent (50%) of the combined voting power of the Company and such surviving entity immediately after such merger or consolidation; or subletting under Paragraph (b) above (other than an assignment to a successor by merger, consolidation or purchaser of assets of Tenant as provided in Section 10.01(b) hereof), under the transfer following conditions: (i) The financial condition of the subtenant or sale other user is, in Landlord’s reasonable opinion, not consistent with the financial condition of other tenants and subtenants at ▇▇▇▇▇▇▇ Corporate Park. (ii) The proposed use of the Demised Premises by the subtenant or other user would be prejudicial to the safety, character, reputation and interests of the Building and its tenants or contrary to any zoning ordinance or law, rule, regulatory or ordinance promulgated by any governmental authority. (iii) The subtenant’s or other user’s occupancy of the Demised Premises will cause excessive demands on the Real Estate by using the Demised Premises in a controlling interest manner inconsistent with general office use typical in ▇▇▇▇▇▇▇ Corporate Park. (iv) The subtenant or other user is already a Tenant in the Building, provided Landlord has comparable available space in the Building. (d) Tenant whether shall remain primarily liable for all obligations of this Lease in the event it sublets or assigns all or any portion of the Demised Premises. (e) A subtenant or assignee shall not have the rights to renewal of the Lease of the Demised Premises provided herein or the expansion option provided herein, unless otherwise agreed to in writing by sale Landlord. (f) Notwithstanding anything contained in Section 10.01 hereof, any subtenancy arrangement permitted under this Section 10.01 shall be pursuant to a written agreement in form and substance satisfactory to the Landlord and subject to Landlord’s written approval (the “Sublease”) containing terms not inconsistent with the terms of this Lease and complying with the following requirements (i) The Sublease shall be subject and subordinate to the terms of this Lease. Subtenant shall acknowledge that it has reviewed and agreed to all of the terms of this Lease, and shall agree in the Sublease not to do, or fail to do, anything that would cause Tenant to violate any of its capital stock obligations under this Lease. (ii) The Sublease shall contain a waiver of subrogation against Landlord and shall require the subtenant’s insurance policies to acknowledge such waiver of subrogation. (iii) The Sublease shall prohibit a sub-sublease of the Demised Premises or otherwisethe assignment of the Sublease by subtenant, without first obtaining Landlord’s written consent, which consent may be granted or withheld by Landlord consistent with the standards for subleasing set forth in this Section 10.01. (iv) The Sublease shall provide that, at Landlord’s option, the Sublease shall not terminate in the event that this Lease terminates prior to its scheduled expiration date. The Sublease shall require subtenant to execute an attornment agreement, if Landlord, in its sole discretion, shall elect to have the Sublease continue beyond the date of termination this Lease. Such attornment agreement shall be in form and content acceptable to Landlord. (v) The Sublease shall provide that unless and until such time as an attornment agreement is executed by subtenant pursuant to clause (iv) above, nothing contained in the Sublease shall create or shall be construed or deemed to create privity of contract or privity of estate between Landlord and subtenant. (vi) The Sublease shall provide that (x) nothing in the Sublease shall amend or shall be construed or deemed to amend this Lease and (y) Tenant and subtenant shall not amend the Sublease without Landlord’s written consent. (vii) The Sublease shall contain such other terms as Landlord may reasonably require.

ASSIGNMENT, SUBLETTING, ETC. Tenant shall not sell, assign, sublet, underlet, mortgage, pledge, or, in any manner, transfer or encumber this Lease or any estate or interest hereunder (hereinafter designated as Assignment), or sublet the Demised Premises in whole or in any part (collectively referred thereof without the previous written consent of the Landlord; provided, however, with respect to as “Transfer”) without first obtaining on each occasion a corporation into which Tenant shall have been merged or consolidated or which shall have purchased all or substantially all of the assets of Tenant, such previous written consent in writing by Landlord shall not be necessary. In the event of any Assignment of this Lease or subletting of the Demised Premises, Tenant, nevertheless, shall remain primarily liable for the payment of the Basic Rent and all additional rents, and the performance of Tenant's other covenants and obligations under this Lease including any amendments thereto. In the event of an Assignment of this Lease, the assignee shall assume, by written recordable instrument reasonably satisfactory to Landlord, which the due performance of all of Tenant's obligations under this Lease. A true copy of such Assignment and the original assumption agreement or the sublease, as the case may be, shall be delivered to Landlord within ten (10) days of the effective date thereof. No Assignment shall be valid or effective in the absence of such assumption. No consent to any Assignment of this Lease or subletting of any or all of the Demised Premises shall be deemed or be construed as a consent by Landlord to any further or additional Assignment or subletting. Notwithstanding anything hereinabove contained to the contrary, Landlord's consent shall not be unreasonably withheld, conditioned or delayed withheld provided that (i) Tenant is not in default hereunder (without regard to whether a notice of default has been served pursuant to Section 21.01); (ii) Tenant shall provide Landlord with access to the Demised Premises for inspection and testing thereof; (iii) the use by the Landlord. In considering whether or not to consent or withhold consent, it shall be reasonable for Landlord to consider, without limitation, such factors as: the nature of the business, the financial condition, reputation, history and management of any proposed assignee or sublesseesubtenant does not, in Landlord's sole discretion, adversely affect the rent proposed Demised Premises by virtue of environmentally related factors or lessen the present or future value of the Premises; and (iv) does not increase risk or endanger the Building or the occupants thereof. Notwithstanding anything contained herein to be paid by sublessee and the availability for leasing of other space in the building. contrary, Landlord may refuse to permit Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up to assign this Lease or sublet to a maximum of $3,500. No such Transfer shall in third party any way impair the continuing primary liability of Tenant hereunder or the liability of any guarantor hereof, and no consent to any Transfer on a particular instance shall be deemed to be a waiver portion of the obligations Demised Premises if Landlord agrees to obtain Landlord’s approval sublet back the Demised Premises from Tenant under the same terms and conditions as set forth in this Lease and for the case of any other assignment or subletting. Prior to the commencement of an extension period, in the event of a sublease or assignment remaining Term of this Lease (except as described in the following sentence), any option to extend the lease granted pursuant to Section 2.2 hereof shall not be transferred to the assignee or sublessee, and this Lease shall be terminated at the time of the original Termination Date as described in Section 1.1 hereof. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation (a) any transfer of the Tenant’s interest in the Lease by operation of law, or the merger or consolidation of the Tenant with or into any other firm or corporation, if as a result of such merger or consolidation the voting securities of the Tenant outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than fifty percent (50%) of the combined voting power of the Company and such surviving entity immediately after such merger or consolidation; or (b) the transfer or sale of a controlling interest in the Tenant whether by sale of its capital stock or otherwiseLease.

ASSIGNMENT, SUBLETTING, ETC. Tenant A. Tenant, for itself, its heirs, executors, administrators, successors and assigns, expressly covenants that it shall not assign, sublet, underlet, mortgage, pledge, mortgage or encumber this Lease, nor underlet, or suffer or permit the Demised Premises or arty part thereof to be used by others, without the prior written consent of Landlord in each instance. Similarly, the sale or transfer of membership interests in a limited liability company or of partnership interests in a partnership when such sale or transfers change control of the entity shall also be deemed an assignment of this Lease. If this Lease be assigned, or if the Demised Premises or any part thereof be underlet or occupied by anyone other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the Premises acceptance of the assignee, undertenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of all covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in whole or in part (collectively referred any wise be construed to as “Transfer”) without first relieve Tenant from obtaining on each occasion the express consent in writing of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by the Landlord. In considering whether or not to consent or withhold consent, it shall be reasonable for Landlord to considerany further assignment or underletting, without limitationnor shall the same release or discharge Tenant from any liability, such factors as: the nature past, present or future, under this Lease, and Tenant shall continue fully liable in all respects hereunder. B. If Tenant intends to and has entered into a proposed sublease of all or a portion of the business, the financial condition, reputation, history and management of any proposed assignee or sublessee, the rent proposed to be paid by sublessee and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up to a maximum of $3,500. No such Transfer shall in any way impair the continuing primary liability of Tenant hereunder or the liability of any guarantor hereof, and no consent to any Transfer on a particular instance shall be deemed to be a waiver of the obligations to obtain Landlord’s approval in the case of any other assignment or subletting. Prior to the commencement of an extension period, in the event of a sublease Premises or assignment of this Lease, such sublease or assignment shall be subject to the provisions of this Article 11 and Tenant shall send Landlord a written notice ("Tenant's Notice of Intention") advising Landlord of Tenant's intention to finalize the sublease or assignment in accordance with the terms of that instrument and an executed copy of the proposed sublease or assignment. Landlord shall have a period of fifteen (15) days after receipt from Tenant of such Notice to elect to terminate this Lease and the unexpired Term hereof (except "recapture") or to advise Tenant that Landlord consents or refuses to consent to such proposed sublease or assignment. In the event Landlord elects to recapture the Demised Premises, Tenant shall vacate and surrender possession of the Demised Premises by not later than the date set forth in Tenant's Notice of Intention or the date upon which the proposed sublease or assignment (as described in the following sentence)case may be) was intended to become effective, any option to extend the lease granted pursuant to Section 2.2 hereof which date shall not be transferred prior to the assignee or sublessee, one hundred twenty (120) nor later than one hundred and this Lease shall be terminated at the time eighty (180) days after sending of Tenant's Notice of Intention ("termination date"). Upon Tenant's vacating and surrendering possession of the original Termination Date Demised Premises as described in Section 1.1 hereof. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation (a) any transfer of the Tenant’s interest aforesaid termination date this lease will terminate as if said date were the termination date set forth in the Lease by operation of law, or the merger or consolidation of the Tenant with or into any other firm or corporation, if as a result of such merger or consolidation the voting securities of the Tenant outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than fifty percent (50%) of the combined voting power of the Company and such surviving entity immediately after such merger or consolidation; or (b) the transfer or sale of a controlling interest in the Tenant whether by sale of its capital stock or otherwisePreamble to this Lease.

ASSIGNMENT, SUBLETTING, ETC. Tenant shall not sell, assign, sublet, underlet, mortgage, pledge, or, in any manner, transfer or encumber this Lease or any estate or interest hereunder (hereinafter designated as Assignment), or sublet the Demised Premises in whole or in any part (collectively referred thereof without the previous written consent of the Landlord; provided, however, with respect to as “Transfer”) without first obtaining on each occasion a corporation into which Tenant shall have been merged or consolidated or which shall have purchased all or substantially all of the assets of Tenant, such previous written consent in writing by Landlord shall not be necessary. In the event of any Assignment of this Lease or subletting of the Demised Premises, Tenant, nevertheless, shall remain primarily liable for the payment of the Basic Rent and all additional rents, and the performance of Tenant’s other covenants and obligations under this Lease including any amendments thereto. In the event of an Assignment of this Lease, the assignee shall assume, by written recordable instrument reasonably satisfactory to Landlord, which the due performance of all of Tenant’s obligations under this Lease. A true copy of such Assignment and the original assumption agreement or the sublease, as the case may be, shall be delivered to Landlord within ten (10) days of the effective date thereof. No Assignment shall be valid or effective in the absence of such assumption. No consent to any Assignment of this Lease or subletting of any or all of the Demised Premises shall be deemed or be construed as a consent by Landlord to any further or additional Assignment or subletting. Notwithstanding anything hereinabove contained to the contrary, Landlord’s consent shall not be unreasonably withheld, conditioned or delayed withheld provided that (i) Tenant is not in default hereunder (without regard to whether a notice of default has been served pursuant to Section 21.01); (ii) Tenant shall provide Landlord with access to the Demised Premises for inspection and testing thereof; (iii) the use by the Landlord. In considering whether or not to consent or withhold consent, it shall be reasonable for Landlord to consider, without limitation, such factors as: the nature of the business, the financial condition, reputation, history and management of any proposed assignee or sublesseesubtenant does not, the rent proposed to be paid by sublessee and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up sole discretion, adversely affect the Demised Premises by virtue of environmentally related factors or lessen the present or future value of the Premises; and (iv) does not increase risk or endanger the Building or the occupants thereof. Notwithstanding anything contained herein to the contrary, Landlord may refuse to permit Tenant to assign this Lease or sublet to a maximum of $3,500. No such Transfer shall in third party any way impair the continuing primary liability of Tenant hereunder or the liability of any guarantor hereof, and no consent to any Transfer on a particular instance shall be deemed to be a waiver portion of the obligations Demised Premises if Landlord agrees to obtain Landlord’s approval sublet back the Demised Premises from Tenant under the same terms and conditions as set forth in this Lease and for the case of any other assignment or subletting. Prior to the commencement of an extension period, in the event of a sublease or assignment remaining Term of this Lease (except as described in the following sentence), any option to extend the lease granted pursuant to Section 2.2 hereof shall not be transferred to the assignee or sublessee, and this Lease shall be terminated at the time of the original Termination Date as described in Section 1.1 hereof. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation (a) any transfer of the Tenant’s interest in the Lease by operation of law, or the merger or consolidation of the Tenant with or into any other firm or corporation, if as a result of such merger or consolidation the voting securities of the Tenant outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than fifty percent (50%) of the combined voting power of the Company and such surviving entity immediately after such merger or consolidation; or (b) the transfer or sale of a controlling interest in the Tenant whether by sale of its capital stock or otherwiseLease.

ASSIGNMENT, SUBLETTING, ETC. Tenant shall not assignExcept in connection with a Permitted Transfer (as hereinafter defined), subletnot, underlet, mortgage, pledge, or encumber this Lease or the Premises in whole or in part (collectively referred to as “Transfer”) without first obtaining on each occasion first obtaining the consent in writing written approval of Landlord, Landlord (which consent shall not be unreasonably withheld, conditioned delayed or delayed conditioned), to assign, transfer, mortgage or pledge this Lease or sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or any part of the Premises or suffer or permit this Lease or the leasehold estate hereby created or any rights arising under this Lease to be assigned, transferred or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the occupancy of the Premises by anyone other than Tenant. Any attempted assignment, transfer, mortgage, pledge, sublease or other encumbrance, without such written consent shall be void, which written consent Landlord shall not unreasonably delay. If approved by Landlord, written evidence of approval of such assignment, transfer, mortgage or pledge shall be delivered to Tenant within Ten (10) days of a request. In considering No assignment, transfer, mortgage, sublease or other encumbrance, whether or not to consent or withhold consentapproved, it shall be reasonable for and no indulgence granted by Landlord to consider, without limitation, such factors as: the nature of the business, the financial condition, reputation, history and management of any proposed assignee or sublessee, the rent proposed to be paid by sublessee and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up to a maximum of $3,500. No such Transfer shall in any way impair the continuing primary liability (which after an assignment shall be joint and several with the assignee) of Tenant hereunder or the liability of any guarantor hereofhereunder, and no consent to any Transfer on approval in a particular instance shall be deemed to be a waiver of the obligations obligation to obtain Landlord’s 's approval in the case of any other assignment or subletting. Prior Notwithstanding the foregoing, Landlord hereby grants the Tenant the right to assign the Lease or sublease any portion or all of the Premises without the consent of Landlord to: (i) a subsidiary or affiliated company or to any corporate successor (upon merger, consolidation or reorganization); (ii) any entity that controls, is controlled by, or is under common control with Tenant (the “Permitted Transfers”). Notwithstanding anything to the commencement of an extension periodcontrary herein contained, in the event of a sublease or assignment of Tenant hereby agrees that Tenant shall remain primarily liable for all obligations under this Lease (except as described in the following sentence), notwithstanding any option to extend the lease granted pursuant to Section 2.2 hereof shall assignment or subletting whether or not be transferred to the assignee or sublessee, and this Lease shall be terminated at the time of the original Termination Date as described in Section 1.1 hereof. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation (a) any transfer of the TenantLandlord’s interest in the Lease by operation of law, or the merger or consolidation of the Tenant with or into any other firm or corporation, if as a result of such merger or consolidation the voting securities of the Tenant outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than fifty percent (50%) of the combined voting power of the Company and such surviving entity immediately after such merger or consolidation; or (b) the transfer or sale of a controlling interest in the Tenant whether by sale of its capital stock or otherwiseconsent is required.

ASSIGNMENT, SUBLETTING, ETC. Tenant A. Tenant, for itself, its heirs, executors, administrators, successors and assigns, expressly covenants that it shall not assign, sublet, underlet, mortgage, pledge, mortgage or encumber this Lease Lease, nor underlet, or suffer or permit the Demised Premises or any part thereof to be used by others, without the prior written consent of Landlord in whole or in part (collectively referred to as “Transfer”) without first obtaining on each occasion the consent in writing of Landlord, instance which consent shall not be unreasonably withheld, conditioned or delayed by the Landlorddelayed. In considering whether The sale or not to consent or withhold consenttransfer of stock control, it shall if Tenant be reasonable for Landlord to considera corporation, without limitation, such factors as: the nature of the business, the financial condition, reputation, history and management of any proposed assignee or sublessee, the rent proposed to be paid by sublessee and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up to a maximum of $3,500. No such Transfer shall in any way impair the continuing primary liability of Tenant hereunder or the liability of any guarantor hereof, and no consent to any Transfer on a particular instance shall be deemed an assignment of this Lease unless (a) such sale or transfer is made to a publicly owned corporation, (b) it involves the sale or issuance of securities registered under the Securities Act of 1933, as amended, (c) it is made amongst the existing stockholders of Tenant, or (d) it results from the death of a stockholder of Tenant. If this Lease be assigned, or if the Demised Premises or any part thereof be underlet or occupied by anyone other than Tenant, Landlord may, after default by Tenant beyond any applicable notice and cure period, collect rent from the assignee, undertenant or occupant and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the obligations acceptance of the assignee, undertenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of all covenants on the part of Tenant herein contained. The consent by Landlord to obtain Landlord’s approval an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting, nor shall the same release or discharge Tenant from any liability, past, present or future, under this Lease, and Tenant shall continue fully liable in all respects hereunder. B. If Tenant intends to and has entered into a proposed sublease of all or a portion of the premises or assignment of this Lease, such sublease or assignment shall be subject to the provisions of this Article 11 and Tenant shall send Landlord a written notice ("Tenant's Notice of Intention") advising Landlord of Tenant's intention to finalize the sublease or assignment in accordance with the terms of that instrument and an executed copy of the proposed sublease or assignment (or a term sheet containing all of the material terms and conditions of such proposed agreement). In the event of an assignment of the Lease or sublet of the Premises for all or substantially all of the remaining Term, Landlord shall have a period of ten business (10) days after receipt from Tenant of such Notice to elect to terminate this Lease (or in the case of any other assignment or subletting. Prior a sublet, as to that portion of the commencement of an extension periodPremises which is proposed to be sub-let) and the unexpired term hereof ("recapture") or, in the event of an assignment of the Lease or sublet of the Premises, to advise Tenant that Landlord consents or refuses to consent to such proposed sublease or assignment. In the event Landlord elects to recapture the Demised Premises (or such portion thereof), Tenant shall have a period of ten (10) business days to send Landlord a written notice ("Rescission Notice") advising Landlord that Tenant shall rescind its offer to sublease or assign and shall remain liable for the full and faithful performance of all the terms and conditions on its part to be performed under this Lease. In the event Landlord elects to recapture and Tenant fails to give Rescission Notice within the aforesaid time frame, Tenant shall vacate and surrender possession of the Demised Premises (or in the case of a sublet, as to that portion of the Premises which is proposed to be sub-let) by not later than the date set forth in Tenant's Notice of Intention for the date upon which the proposed sublease or assignment (as the case may be) was intended to become effective ("termination date"). Upon Tenant's vacating and surrendering possession of the Demised Premises as of the aforesaid termination date this Lease lease will terminate (except as described or in the following sentence)case of a sublet, any option that portion of the Premises which is proposed to extend be sub-let) as if said date were the lease granted pursuant termination date set forth in the Preamble to Section 2.2 hereof this Lease. C. Landlord agrees that if it does not elect to recapture (or has no right to recapture) the Demised Premises or such portion thereof in accordance with subparagraph B, Landlord shall not unreasonably withhold its consent to the proposed sublease or assignment, provided, however, that Landlord shall not be transferred deemed unreasonable if it refuses to consent to any proposed sublease or an assignment of the Lease to a tenant, subtenant or other occupant of the Building (or to a subsidiary or affiliate of such tenant, subtenant or other occupant) if Landlord has comparable space in the Building available for lease, or if, in the reasonable judgment of Landlord, the business of such proposed subtenant or assignee is not compatible with the type of occupancy of the Building, or such business will create increased use of the common facilities of the Building or conflict with the provisions of any other lease or agreement affecting the Building in existence as of the date hereof. D. It is expressly agreed that Landlord shall have the right to negotiate directly with any proposed subtenant or assignee, whether the identification thereof shall have been disclosed to Landlord by Tenant or others, and Landlord shall have the right to enter into a direct lease with any proposed subtenant, its parent, affiliate or subsidiary, either with respect to the sublet area or any other premises or space in the Building for such term and upon such rentals and other provisions or agreements as Landlord elects, including the same terms and conditions set forth in the proposed sublease or assignment submitted to Landlord with Tenant's Notice of Intention. E. Tenant, without Landlord's prior written consent thereto and without being subject to the provisions of Paragraphs B and G of this Article 11, shall have the right to assign this Lease or sublet the premises to, or allow the premises to be otherwise occupied by, (i) any parent, subsidiary, affiliate, group or division of Tenant, (ii) any successor to Tenant by merger, consolidation or operation of law, (iii) any person or entity to whom all or substantially all of Tenant's assets are conveyed, (iv) any person or entity to whom all, or a controlling interest in, the ownership interests in Tenant are conveyed, or (v) any person or entity purchasing the business of Tenant, provided such transaction referred to in subsections (ii) through (v) is for a valid corporate purpose and the transferee has a net worth equal to or greater than Tenant immediately prior to such transaction, provided, however, that no such assignment or subletting shall be deemed to relieve it of liability for the full and faithful performance of all the terms and conditions on its part to be performed under this Lease. F. In the event Tenant assigns this Lease, as permitted by this Article 11, such assignment shall not be deemed effective or binding on Landlord unless there is delivered to Landlord within five (5) business days of the execution of such assignment, a duplicate, executed copy of such assignment and a duplicate, executed copy of an agreement on the part of the assignee, reasonably satisfactory to Landlord, to the effect that the assignee agrees to and shall assume all of the obligations on the part of Tenant to be kept, observed and performed pursuant to this Lease. Consent by Landlord to any assignment or sublease shall not, nor shall it be deemed to, relieve or release the assigning Tenant from liability for the full and faithful performance of all the terms, covenants, provisions and conditions required to be performed under this Lease by "Tenant" for the remainder of the term. No oral or verbal assignment, or sublease or receipt by Landlord of any payment of rental or other amounts, or acceptance by Landlord of performance of Tenant's obligations hereunder by any purported assignee or sublessee, and this Lease shall be terminated at the time of the original Termination Date as described in Section 1.1 hereof. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation (a) a waiver of any transfer obligation of Tenant hereunder. G. If Tenant subleases all or a part of the Tenant’s interest Demised Premises at a rental per square foot in excess of the Lease by operation of lawFixed Rent hereunder calculated on a per square foot basis, or the merger or consolidation of the if Tenant with or into any other firm or corporationassigns this Lease and receives consideration therefor (herein called "Rent Bonus"), if as then Tenant shall pay to Landlord a result of such merger or consolidation the voting securities of the Tenant outstanding immediately prior thereto represent sum (either by remaining outstanding or by being converted into voting securities of the surviving entityherein called "Landlord's Share") less than equal to fifty percent (50%) of the combined voting power "Profit" (hereinafter defined), if any, received by Tenant on account of such assignment or subletting. The term "Profit" with respect to an assignment shall mean the Company Rent Bonus, less any alteration to the Premises made by Tenant in contemplation of such assignment (and such surviving entity immediately after such merger or consolidation; or (b) not reimbursed to Tenant in addition to the transfer or sale of a controlling interest in the Tenant whether by sale of its capital stock or otherwise.Rent Bonus), rent concessions, improvement allowances, brokerage

ASSIGNMENT, SUBLETTING, ETC. (a) Tenant shall not sublet the Demised Premises or any part thereof, or assign, sublet, underlet, mortgage, pledgemortgage or hypothecate, or otherwise encumber this Lease or any interest therein nor grant concessions or licenses for the occupancy of the Demised Premises in whole or in any part (collectively referred thereof, without Landlord's prior written consent, Any attempted transfer, assignment or subletting shall be void and confer no rights upon any third person. No assignment or subletting shall relieve Tenant of any obligations herein. The consent by Landlord to as “Transfer”) without first obtaining on each occasion the consent in writing of Landlordany transfer, which consent assignment or subletting shall not be unreasonably withhelddeemed to be a waiver on the part of Landlord of any prohibition against any future transfer, conditioned assignment or delayed subletting. No transfer, or subletting shall be effective unless and until (x) Tenant gives notice thereof to Landlord, and (y) the transferee, assignee or sublessee shall deliver to Landlord (1) a written agreement in the form and substance satisfactory to Landlord pursuant to which the transferee, assignee or sublessee assumes all of the obligations and liabilities of Tenant under this Lease, and (2) a copy of the assignment agreement or sublease. (b) In the event that Tenant shall desire Landlord's consent to the subletting of the Demised Premises or the assignment of this Lease, Tenant shall give Landlord twelve (12) months prior written notice thereof. Such notice shall be deemed to be an offer by the Tenant to assign this Lease to Landlord. In considering whether or not the event Landlord wishes to consent or withhold consentaccept said offer, it Landlord shall give Tenant notice thereof within said twelve (12) months ("Landlord's Notice"), in which event the assignment shall become effective on the date specified in Landlord's Notice, which date shall be reasonable for not less than thirty (30) nor more than ninety (90) days after the date of Landlord's Notice, and Tenant shall vacate the Demised Premises in accordance with Section 7.07 hereof by such date and on such date this Lease shall terminate and Landlord to considerand Tenant shall be released from all liability accruing thereafter under this Lease, as if such date were the Expiration Date originally set forth herein. The sending of Landlord's Notice shall, ipso facto, and without limitation, such factors as: the nature of the business, the financial condition, reputation, history and management necessity of any proposed assignee further act or sublesseeinstrument, be sufficient to effectuate said assignment. However, if Landlord shall request, Tenant shall execute such documents as Landlord may reasonably request in confirmation thereof. In the rent proposed event that Landlord does not accept said offer within the twelve (12) months, as aforesaid, Landlord's said right to recapture the Demised Premises by assignment shall be deemed to be paid by sublessee and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenseswaived, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up to a maximum of $3,500. No such Transfer shall in any way impair the continuing primary liability of Tenant hereunder or the liability of any guarantor hereof, and no consent to any Transfer on a particular instance but nothing herein contained shall be deemed to be a waiver consent by Landlord to any subletting or assignment unless Landlord delivers to Tenant its written consent thereto. Notwithstanding Landlord's failure to recapture on any one occasion, the right to recapture as aforesaid shall apply to any further subletting or assignment. (c) In the event that Tenant requests Landlord's consent to assign this Lease or sublet the Demised Premises and Landlord does not exercise the right of the obligations to obtain Landlord’s approval recapture as set forth in the case of any other preceding paragraph, then Landlord shall not unreasonably withhold its consent to a proposed assignment or subletting. Prior , submitted to the commencement of an extension periodLandlord either within said twelve (12) month period or within three (3) months after Landlord fails to recapture, in the event of a sublease or assignment of this Lease (except as described in aforesaid, provided the following sentence), any option to extend the lease granted pursuant to Section 2.2 hereof terms and conditions are fully complied with: (i) Tenant shall not be transferred to in default under this Lease at the time Landlord's consent is requested or at the effective date of the assignment or subletting. (ii) The proposed assignee or sublessee, and this Lease subtenant shall be terminated have a net worth at the time of the original Termination Date as described in Section 1.1 hereof. As used herein, assignment or subletting at least equal to the term “assign” sum of the net worth of Tenant and Tenant's Guarantor at such time and the proposed assignee or “assignment” subtenant shall be deemed to include, without limitation (a) any transfer of a character in keeping with the standards of the Tenant’s interest in the Lease by operation of law, or the merger or consolidation other tenants of the Complex. Tenant shall furnish Landlord with such financial data and other information as Landlord may reasonably request. (iii) The Demised Premises shall be used by the assignee or into any other firm or corporation, if as subtenant solely for warehousing purposes and otherwise in accordance with the requirements of Article IX. (iv) Tenant shall pay to Landlord a result of such merger or consolidation the voting securities of the Tenant outstanding immediately prior thereto represent sum equal to (either by remaining outstanding or by being converted into voting securities of the surviving entity1) less than fifty percent (50%) percent of any rent or other consideration paid to Tenant by any assignee or subtenant which is in excess of the combined voting power Rent then being paid by Tenant to Landlord pursuant to the terms of this Lease, and (2) fifty (50%) percent of any other profit or gain realized by Tenant, as additional rent immediately upon receipt thereof by Tenant. Tenant may deduct from any such payments fifty (50%) percent of Tenant's alteration costs and brokerage fees, incurred with respect to any such assignment or sublease. (v) Tenant shall pay the reasonable fee and disbursements of Landlord's attorney in connection with any assignment or subletting (whether proposed or effected). (vi) In the case of an assignment, it shall provide for the assignment of Tenant's entire interest of this Lease and the acceptance by the assignee of said assignment and its assumption and agreement to perform directly for the benefit of Landlord all of the Company terms and such surviving entity immediately provisions of this Lease on Tenant's part to be performed. (vii) In the case of a subletting, it shall be for the entire Demised Premises and it shall be expressly subject to all of the obligations of Tenant under this Lease and the further condition and restriction that the sublease shall not be assigned, encumbered or otherwise transferred or the subleased premises further sublet by the sublessee in whole or in part, or any part thereof suffered or permitted by the sublessee to be used or occupied by others, without the prior written consent of Landlord in each instance. (d) Landlord shall be furnished with a duplicate original of the assignment or sublease within (i) ten (10) days after such merger its execution, or consolidation(ii) prior to its effective date, whichever is earlier. (e) Anything contained in this Article X to the contrary notwithstanding, J. Leven & Co. shall have the right to assign this Le▇▇▇ ▇▇ ▇ublet the Demised Premises (i) to a corporation which is a parent, affiliate or subsidiary of J. Leven & Co.; or (ii) to a corporation which is a su▇▇▇▇▇▇▇ to J. Leven & Co. and National Patent Development Corporat▇▇▇ ▇▇▇ their respective subsidiaries and affiliates, by way of merger, consolidation or corporate reorganization, or by the purchase of substantially all of the assets of J. Leven & Co. and National Patent Development Corpora▇▇▇▇ ▇▇d their respective subsidiaries and affiliates, or (iii) to a corporation which is a successor to J. Leven & Co. by the purchase of substantially all of ▇▇▇ ▇▇▇▇ts of J. Leven & Co., which assets must be substantially co▇▇▇▇▇▇▇ of property other than the leasehold estate created by this Lease, without obtaining Landlord's prior written consent thereto; provided: (a) Tenant is not then in default under the terms of this Lease; (b) within five (5) days prior to the transfer effective date of any such assignment or sale subletting, a fully executed and acknowledged assignment or sublease agreement, in proper form, is delivered to Landlord, which assignment shall contain an assumption agreement by the assignee in favor of a controlling interest in Landlord of the Tenant whether by sale terms and provisions of its capital stock or otherwise.this Lease;

ASSIGNMENT, SUBLETTING, ETC. Tenant Lessee shall not assign, sublet, underlet, mortgage, pledge, or encumber assign this Lease or any interest therein, and shall not sublet the Premises in whole demised premises or in part any portion thereof, or any right or privilege appurtenant thereto, or suffer any other person (collectively referred the employees of Lessee excepted) to as “Transfer”) occupy or use the demised premises or any portion thereof, without first obtaining on each occasion the prior written consent of Lessor; and the consent in writing of Landlordto one assignment, which consent subletting, occupancy, or use by any other person shall not be unreasonably withheld, conditioned or delayed by the Landlord. In considering whether or not to consent or withhold consent, it shall be reasonable for Landlord to consider, without limitation, such factors as: the nature of the business, the financial condition, reputation, history and management of any proposed assignee or sublessee, the rent proposed to be paid by sublessee and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up to a maximum of $3,500. No such Transfer shall in any way impair the continuing primary liability of Tenant hereunder or the liability of any guarantor hereof, and no consent to any Transfer on a particular instance shall be deemed to be a waiver of the obligations consent to obtain Landlord’s approval in the case of any subsequent assignment, subletting, occupancy or use by any other assignment or sublettingperson. Prior to the commencement Any such assignment, subletting occupancy of an extension perioduse without Lessor’s prior written consent shall be void and, in the event of a sublease or assignment of at Lessor’s option, shall terminate this Lease. Neither this Lease (except nor any interest therein shall be assignment by operation at law, as described in the following sentence)to Lessee’s interest, without Lessor’s prior written consent. If Lessee shall have obtained Lessor’s prior written consent to either assignment, or subleasing, then any option to extend the lease granted pursuant to Section 2.2 hereof shall not be transferred to the assignee rental premium or other consideration paid by such assignee, or sublessee, and in excess of the rental provided by this Lease Lease, shall be terminated at for the time benefit of and shall be immediately paid to Lessor. In any event, Lessor’s consent to any assignment of subleasing, shall not relieve Lessee from any obligation under this Lease. In the original Termination Date as described in Section 1.1 hereof. As used hereinevent that Lessee is a corporation, the term “hereinafter named majority stockholder(s) shall not transfer, sell, assign” , or “assignment” shall be deemed to includehypothecate their stock or voting power in said corporation without prior consent of Lessor. A change in ownership, without limitation (a) any transfer of the Tenant’s interest in the Lease whether voluntary, by operation of law, or the merger otherwise, of fifty percent or consolidation more of the Tenant with or into any other firm or capital stock of Lessee, if Lessee is a corporation, if as a result shall at the option of Lessor, be deemed an assignment prohibited hereby. Lessee agrees to reimburse Lessor for Lessor’s reasonable costs incurred in connection with the processing and documentation of any such merger requested assignment, subletting, transfer, change of ownership, or consolidation hypothecation of this Lease or Lessee’s interest in and to the voting securities Premises. If Lessee desires at any time to assign this Lease or to sublet the Premises of any portion thereof, it shall first notify Lessor of its desire to do so and shall submit in writing to Lessor (i) the name of the Tenant outstanding immediately prior thereto represent proposed subtenant or assignee; (either by remaining outstanding or by being converted into voting securities ii) the nature of the surviving entityproposed subtenant’s or assignee’s business to be carried on in the Premises: (iii) less than fifty percent (50%) the terms and provisions of the combined voting power proposed sublease or assignment; (iv) such reasonable financial information as Lessor may request concerning the proposed subtenant within thirty (30) days of the Company proposed subletting; (v) agreement of assignee to assume, pay or perform the obligations of the Lease; and such surviving entity immediately after such merger or consolidation; or (bvi) the transfer or sale of a controlling interest purpose clause shall be limited to the same purpose as are set forth in the Tenant whether by sale of its capital stock or otherwiserespect to Lessee.

ASSIGNMENT, SUBLETTING, ETC. (a) Tenant may sublet the Demised Premises or assign this Lease to (i) its parent corporation or any affiliate or subsidiary of Tenant or (ii) any successor of Tenant by merger or consolidation or the purchaser of all or substantially all of Tenant's assets, in each case without Landlord's consent so long as Tenant continues to be primarily liable and responsible for the performance of all obligations under this Lease. (b) Except as expressly set forth in Section 10.01(a), Tenant shall not sublet the Demised Premises or any part thereof, nor assign, sublettransfer, underlet, mortgage, pledgemortgage or hypothecate, or otherwise encumber this Lease or any interest therein, nor grant concessions or licenses for the occupancy of the Demised Premises in whole or in any part thereof to any unaffiliated company without Landlord's prior written consent (collectively referred to as “Transfer”) without first obtaining on each occasion the consent in writing of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed delayed), and any unauthorized subletting, assignment, transfer or other similar such action shall be deemed null and void and of no effect. Upon the return of the Demised Premises, all terms and conditions of this Lease shall be null and void, except for those provisions of the Lease which shall survive the Expiration Date, as herein provided. Any subtenancy arrangement without limiting the foregoing, shall be pursuant to a written agreement in form and substance reasonably satisfactory to the Landlord containing terms not inconsistent with the terms of this Lease. (c) Without limiting the foregoing, Landlord may, in its sole determination, withhold approval to a transfer, assignment or subletting under Paragraph (b) above, under the following conditions: (i) The financial condition of the subtenant or other user is unsatisfactory. (ii) The proposed use of the Demised Premises by the subtenant or other user would be prejudicial to the safety, character, or reputation of the Building and its tenants or contrary to any zoning ordinance or law, rule, regulatory or ordinance promulgated by any governmental authority. (iii) The subtenant's or other user's occupancy of the Demised Premises will cause excessive demands on the Real Estate. (iv) Less than 90% of the rentable area of the Building is rented. (d) Tenant shall remain primarily liable for all obligations of this Lease in the event it sublets or assigns all or any portion of the Demised Premises. (e) A subtenant or assignee shall not have the rights to renewal of the Lease of the Demised Premises provided herein. (f) Any Excess Assignment Consideration (as defined below) or Excess Sublease Rentals (as defined below) in connection with an assignment or sublease permitted under this Lease shall be shared equally between Tenant and Landlord. In considering whether For purposes of this Section 10.01(f), (i) "Excess Assignment Consideration" shall mean all consideration paid or not to consent or withhold consent, it shall be reasonable for Landlord to consider, without limitation, such factors as: the nature of the business, the financial condition, reputation, history and management of any proposed assignee or sublessee, the rent proposed to be paid by sublessee and the availability for leasing assignee of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, to Tenant after deducting (A) actual out-of-pocket expenses incurred by Landlord Tenant in connection with any request for Landlord’s consent up such assignment (including but not limited to a maximum of $3,500. No such Transfer shall in any way impair third party leasing commissions, concessions, outside attorneys' fees and tenant improvements), (B) the continuing primary liability of Tenant hereunder or the liability of any guarantor hereof, and no consent to any Transfer on a particular instance shall be deemed to be a waiver then remaining unamortized portion of the obligations to obtain Landlord’s approval in the case of any other assignment or subletting. Prior to the commencement of an extension period, in the event of a sublease or assignment of this Lease (except as described in the following sentence), any option to extend the lease granted pursuant to Section 2.2 hereof shall not be transferred to the assignee or sublessee, and this Lease shall be terminated at the time of the original Termination Date as described in Section 1.1 hereof. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation (a) any transfer of the Tenant’s interest in the Lease by operation of law, or the merger or consolidation cost of the Tenant with or into Work, amortized on a straight-line basis over the term of this lease, and (C) any other firm or corporation, if as a result of such merger or consolidation consideration paid to Tenant by the voting securities of the Tenant outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than fifty percent (50%) of the combined voting power of the Company assignee for Tenant's furniture and such surviving entity immediately after such merger or consolidation; or (b) the transfer or sale of a controlling interest equipment in the Tenant whether by sale of its capital stock or otherwise.the

ASSIGNMENT, SUBLETTING, ETC. Tenant shall not sell, --------------------------- assign, sublet, underlet, mortgage, pledgepledge or, in any manner, transfer or encumber this Lease or any estate or interest hereunder, or sublet the Premises in whole or in any part (collectively referred to as “Transfer”) thereof, without first obtaining on each occasion the previous written consent in writing of Landlord.** In any of the events aforesaid, which Tenant nevertheless shall remain primarily liable for the payment of the Basic Rent and all additional rents, and for the performance of Tenant's other covenants and obligations hereunder. No consent to any assignment of this Lease or subletting of any or all of the premises shall be deemed or be construed as a consent by Landlord to any further or additional assignment or subletting. In the event of an assignment of this lease, the assignee shall assume, by written recordable instrument reasonably satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease. No assignment shall be valid or effective in the absence of such assumption. A true copy of such assignment and the original assumption agreement shall be delivered to Landlord within ten (10) days of the effective date of such assignment. Notwithstanding anything to the contrary herein contained, Landlord hereby gives its consent for Tenant to sublease the premises to its subsidiaries. ------------------------- ** Said consent not be unreasonably withheld. notwithstanding anything to the contrary herein contained, conditioned or delayed by the Landlord. In considering whether or not Landlord agrees that if it is unable to consent or withhold consent, it shall be reasonable for Landlord to consider, without limitation, such factors as: the nature give possession of the businesspremises to the Tenant by May 1, the financial condition1990, reputation, history and management of any proposed assignee or sublessee, the rent proposed to be paid by sublessee and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up have the right to a maximum of $3,500. No such Transfer shall in any way impair the continuing primary liability of Tenant hereunder or the liability of any guarantor hereof, and no consent to any Transfer on a particular instance shall be deemed to be a waiver of the obligations to obtain Landlord’s approval in the case of any other assignment or subletting. Prior to the commencement of an extension period, in the event of a sublease or assignment of cancel this Lease (except as described in the following sentence), any option to extend the lease granted pursuant to Section 2.2 hereof shall not be transferred to the assignee or sublessee, and this Lease shall be terminated at the time of the original Termination Date as described in Section 1.1 hereof. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation (a) any transfer of the Tenant’s interest in the Lease by operation of law, or the merger or consolidation of the Tenant with or into any other firm or corporation, if as a result of such merger or consolidation the voting securities of the Tenant outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than fifty percent (50%) of the combined voting power of the Company and such surviving entity immediately after such merger or consolidation; or (b) the transfer or sale of a controlling interest in the Tenant whether by sale of its capital stock or otherwiseLease.

ASSIGNMENT, SUBLETTING, ETC. Tenant Section 22.01. Tenant, other than pursuant to the provisions of this Lease, shall not assignnot, subletwhether voluntarily, underletinvoluntarily, by operation of law or otherwise (a) assign or otherwise transfer this Lease or the Term and estate hereby granted, (b) sublet the Premises or any part thereof, or allow the same to be used, occupied or utilized by any one other than Tenant, or (c) mortgage, pledge, encumber or encumber otherwise hypothecate this Lease or the Premises or any part thereof in whole any manner whatsoever, without in each instance obtaining the prior consent of Landlord which consent as to (a) and (b) above shall not be unreasonably withheld conditioned or delayed, provided that Tenant has strictly complied with the provisions of Section 22.03, 22.04 and 22.06 of this Lease. The consent by Landlord to an assignment, subletting or use or occupancy by others shall not in any way be considered to relieve Tenant from obtaining the express consent of Landlord to any other or further assignment, or subletting or use or occupancy by others not expressly permitted by this Article. If Landlord fails to respond to request for consent within fifteen (15) days after Tenant's written request and no Act of Default exists at such time, consent shall be deemed given. Section 22.02. If this Lease be assigned in violation of the provisions of this Lease or, in the event the assignor is released from all liability pursuant to this Lease, Landlord may collect rent due to the Landlord from the assignee. If the Premises or any part (collectively referred hereof are sublet or used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may, after default by Tenant, and expiration of Tenant's time to cure such default, collect rent from the subtenant or occupant. In either event, Landlord shall apply the net amount collected to the Fixed Rent and Additional Rent herein reserved and the charges herein provided for, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of Section 22.01, or the acceptance of the assignee, subtenant or occupant as “Transfer”) without first obtaining on each occasion tenant, or a release of Tenant from the consent performance by Tenant of Tenant's obligations under this Lease. References in writing this Lease to use or occupancy by other than Tenant shall not be construed as limited to subtenants and those claiming under or through subtenants but as including also licensees and other claiming under or through Tenant, immediately or remotely. Section 22.03. If Tenant shall at any time or times during the Term of this Lease desire to assign this Lease or to sublet all or any part of the Premises, Tenant shall, prior to the execution of any assignment or sublet, give notice thereof to Landlord, which notice shall be accompanied by (a) a conformed or photostatic copy of the proposed assignment or sublease, the effective or commencement date of which shall be at least fifteen (15) days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, and (c) current financial information, with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. Section 22.04. Provided that Tenant is not in default of any of Tenant's obligations under this Lease, beyond expiration of notice and cure periods, Landlord's consent shall not be unreasonably withheld, conditioned or delayed by delayed, provided and upon condition that; (a) Tenant shall have complied with the provisions of this Section 22.04; (b) In Landlord. In considering whether or not to consent or withhold consent, it shall be 's reasonable for Landlord to consider, without limitation, such factors as: judgment the nature of the business, the financial condition, reputation, history and management of any proposed assignee or sublesseesubtenant is engaged in a business and the Premises, or the relevant part thereof, will be used in a manner which (i) is in keeping with the then standards of the Building, and (ii) is limited to the use expressly permitted under Section 3.01; (c) The proposed assignee or subtenant has sufficient income or financial worth considering the responsibility involved and that Tenant shall remain liable under this Lease and Landlord has been furnished with reasonable proof thereof; (d) Neither (i) the proposed assignee nor (ii) any person which, directly or indirectly, controls, is controlled by, or is under common control with, the rent proposed assignee or subtenant or any person who controls the proposed assignee or subtenant, is then an occupant of any part of the Building unless Landlord does not have a recapture right under the applicable lease and Landlord has been unable to be paid procure such space or comparable space for a comparable term for sixty (60) days following notice by sublessee and the availability for leasing of other Tenant to Landlord that it desires so to sublet such space. (e) The proposed assignee or subtenant is not a person with whom Landlord is then actually negotiating to lease space in the buildingBuilding; (f) The form of the proposed sublease shall comply with the applicable provisions of this Article; (g) There shall be no more than two (2) sub-lessees per floor, with no more than two entrances per floor at any time. All subdivision of Tenant's premises must be in compliance with all applicable laws, codes and regulations. (h) Tenant shall reimburse Landlord promptly on demand for any reasonable expenses, including legal expenses, out-of-pocket costs that may be actually incurred by Landlord in connection with said assignment or sublease, including, without limitation, the reasonable out-of-pocket costs of making investigations as to the acceptability of the proposed assignee or subtenant not exceeding $1,000.00 in the aggregate and reasonable legal costs incurred in connection with the granting of any request for requested consent; (i) Any assignment or transfer of this Lease or Tenant's entire interest in the Premises, made with or without Landlord’s 's consent up pursuant to a maximum Section 22.01, shall not be effective until the assignee shall execute, acknowledge and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, whereby the assignee shall assume the obligations of $3,500. No such Transfer shall in any way impair this Lease on the continuing primary liability part of Tenant hereunder to be performed or observed from and after the effective date of the assignment and agree that the provisions of Article 22 shall, notwithstanding such assignment or transfer, continue to be binding upon it. The original named Tenant covenants that, notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of Fixed Rent and/or Additional Rent by Landlord from an assignee, transferee, or any other party, the original named Tenant shall remain fully liable for the payment of the Fixed Rent and Additional Rent and for the other obligations of this Lease on the part of Tenant to be performed or observed unless such liability is waived in a writing signed by Landlord. (j) With respect to each and every sublease or subletting under the provisions of any guarantor hereofthis Lease, it is further agreed: (i) The subletting shall be for a Term ending on or prior to the expiration of this Lease. (ii) No subletting shall be valid, and no consent subtenant shall take possession of the Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord. (iii) Each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, including all existing mortgages and that in the event of Termination, re-entry or dispossess by Landlord of the right, title and interest of Tenant, as sublessor, under such sublease, such subtenant shall attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under such sublease, (ii) be subject to any Transfer offset, not expressly provided in such sublease which theretofore accrued to such subtenant against Tenant, or (iii) be bound by any previous modification of such sublease or by any previous prepayment of more than one month's rent, unless received by Landlord. Sublessee shall promptly execute, on request of the Landlord and without cost to the Landlord, estoppel letters in a particular instance form reasonably satisfactory to the Landlord and Mortgagee. Each subletting pursuant to this Article shall be subject to all of the covenants, agreements, Terms, provisions and conditions contained in this Lease. Notwithstanding any such subletting to any other subtenant and/or acceptance of rent or Additional Rent by Landlord from any subtenant, Tenant shall and will remain fully liable for the payment of the Fixed Rent and Additional Rent due and to become due hereunder and for the performance of all the covenants, agreements, Terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this Lease, and any such violations shall be deemed to be a waiver violation by Tenant. Tenant further agrees that notwithstanding any such subletting, no other and further subletting of the obligations Premises by Tenant or any person claiming through or under Tenant (except as provided in Section 22.08) shall or will be made except upon compliance with and subject to obtain the provisions of this Article. If Landlord shall rightly decline to give its consent to any proposed assignment or sublease in accordance with the Terms of this Lease, Tenant shall indemnify, defend and hold harmless Landlord against and from any and all loss, liability, damages, costs and expenses (including reasonable attorneys' fees) resulting from any claims that may be made against Landlord by the proposed assignee or subtenant or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. Section 22.05. In the event that (a) Landlord consents to a proposed assignment or sublease and (b) Tenant fails to execute and deliver the assignment or sublease substantially identical in all material terms to the assignment or sublease to which Landlord consented within one hundred eighty (180) days after the giving of such consent then Tenant shall again comply with all of the provisions and conditions of Section 22.04 before assigning this Lease or subletting all or part of the Premises. Section 22.06. Except for a sublease or assignment in accordance with Section 22.08, if Landlord shall give its consent to a subletting or assignment, Tenant shall in consideration therefor, pay to Landlord’s approval , as Additional Rent from the date the sublet or assignment takes effect: (a) in the case of any other assignment or subletting. Prior assignment, an amount equal to the commencement of an extension period, in the event of a sublease or assignment of this Lease (except as described in the following sentence), any option to extend the lease granted pursuant to Section 2.2 hereof shall not be transferred to the assignee or sublessee, and this Lease shall be terminated at the time of the original Termination Date as described in Section 1.1 hereof. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation (a) any transfer of the Tenant’s interest in the Lease by operation of law, or the merger or consolidation of the Tenant with or into any other firm or corporation, if as a result of such merger or consolidation the voting securities of the Tenant outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than fifty percent (50%) percent all sums and other considerations actually received by Tenant from the assignee for or by reason of such assignment (excluding, however, sums paid for the combined voting power sale of Tenant's fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property, so long as same is sold or rented on a basis reasonably related to the Company value thereof after deducting Tenant's reasonable costs of brokerage commissions, legal fees, construction performed or funded by Tenant, free rent given and such surviving entity immediately after such merger any other cost or consolidationexpense incurred in regard to the assignment; or and (b) in the transfer case of either a sublease or assignment, fifty (50%) percent of any rents, Additional Rent or other consideration actually received under the sublease by Tenant from the subtenant which is in excess of the Fixed Rent and Additional Rent accruing during the Term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the Terms for the Term thereof hereof excluding, however, sums paid for the sale or rental of Tenant's fixtures, leasehold improvements, equipment, furniture, or other personal property so long as same is sold or rented on a basis reasonably related to the value thereof) and Tenant's reasonable costs of brokerage commissions, legal fees, legal, construction performed or funded by Tenant, and free rent given and any other cost or expense incurred in regard to the sublease. The sums payable under this Section 22.06(b) shall be paid to Landlord within ten (10) days after received by Tenant; and (c) Sub-sections (a) and (b) above shall not apply to any subleases entered into prior to August 31, 2002 under which the sub-tenant takes possession prior to July 31, 2002. for the then current use of the space for the Term thereof. Section 22.07. The placement of or any person or entity name whether on the doors of the Premises, on the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises or be deemed to be the written consent of Landlord mentioned in this Article 22. Section 22.08. Anything contained in this Lease to the contrary notwithstanding Tenant shall have the right to assign this Lease or sublet any portion of the Premises to any subsidiary Affiliate or Qualified Assignee upon notice to the Landlord and provided that the Premises continue to be used in accordance with Section 3.01 of this Lease. Such assignment or sublet shall not relieve Tenant of its obligations under this Lease. For the purposes of this Section 22.08, the Term "Affiliate" means with respect to any Person, a second Person which is controlled by, controls or is under common control with such first Person and, with respect to Tenant, includes any shareholder of Tenant. For purposes of the foregoing, "person" means an individual partnership corporation limited liability company business trust joint stock company estate trust unincorporated association, joint venture, governmental (or quasigovernmental) authority or other entity of whatever nature and "control" of any person means the power to direct the management and policies of such person, whether by the ownership of voting securities or other beneficial interest, by contract or otherwise. Such assignment or sublet shall not relieve Tenant of its obligations under this Lease. "Qualified Assignee" means any Person or entity into or with which Tenant is merged or consolidated or which purchases a controlling interest in Tenant or which purchases all or substantially all of the assets of Tenant whether by sale (provided the principal purpose of its capital stock such merger, consolidation or otherwisepurchase is not as a device for the assignment of this Lease).

ASSIGNMENT, SUBLETTING, ETC. (a) Tenant may, with prior written notice to Landlord, sublet the Demised Premises or assign this Lease only to an affiliated company of Tenant (such as a parent, division or wholly owned subsidiary of Tenant, or an entity controlled, controlling or under common control with Tenant) without Landlord’s consent provided, however, Tenant shall continue to be liable and responsible for the full performance of all obligations under this Lease. (b) Tenant shall not sublet the Demised Premises or any part thereof, nor assign, sublet, underlet, mortgage, pledgemortgage or hypothecate, or otherwise encumber this Lease or any interest therein, nor grant concessions or licenses for the occupancy of the Demised Premises in whole or in any part (collectively referred thereof to as “Transfer”) an unaffiliated company without first obtaining on each occasion the consent in writing of Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed delayed; provided, however, that upon Tenant’s seeking such consent to assign the Lease or sublet fifty (50%) percent or more of the Demised Premises, Landlord shall have the right to a return of the Demised Premises (or, if the request is for a partial sublet of the Demised Premises, that portion of the Demised Premises that Tenant is seeking to sublet) and possession thereof. Upon the return of the Demised Premises, all terms and conditions of this Lease shall be null and void, except for those provisions of the Lease which shall survive the Expiration Date, as herein provided. Landlord shall approve or disapprove a proposed assignment or subletting as described in any Tenant’s notice within twenty (20) business days after Tenant gives to Landlord such notice accompanied by the Landlordinformation required pursuant to the provisions of Section 10.01(d) or (e) below. (c) Landlord may, in its sole reasonable determination, withhold approval to a transfer, assignment or subletting under paragraph (b) above, under the following conditions: (i) The financial condition of the subtenant or assignee is unsatisfactory; (ii) The proposed use of the Demised Premises by the subtenant or assignee would be prejudicial to the safety, character, reputation and interests of the Building and its tenants or inconsistent with Section 9.01 hereof; (iii) The subtenant’s or assignee’s occupancy of the Demised Premises will cause excessive demands on the Real Estate; (iv) The subtenant is already a tenant in the Building, and Landlord has available space for lease within the Building to accommodate the existing tenant; (v) The rent that Tenant proposes to market and advertise the space for sublease is more than 10% less than Tenant’s Base Rent; provided, however, during the course of negotiations Tenant may ultimately sublease the space for more than 10% less than Tenant’s Base Rent. In considering whether For the purposes of this Lease, a merger, reorganization or not to consent dissolution involving Tenant or withhold consentany guarantors, it or any transfer of this Lease by operation of law, shall be reasonable deemed to be an assignment of this Lease which triggers the provisions of this Section 10.01. Furthermore, the sale, issuance or transfer of any voting capital stock of Tenant or voting capital stock of any corporate entity which directly or indirectly controls Tenant or the sale, issuance or transfer of any interest in any non-corporate entity which directly or indirectly controls Tenant, which sale, issuance or transfer results in a change in the direct or indirect voting control of Tenant, shall be deemed to be an assignment of this Lease which triggers the provisions of this Section 10.01, except that the foregoing shall not be applicable to stock which is traded on the New York Stock Exchange, the American Stock Exchange, or any other nationally recognized stock exchange. If Tenant is a partnership, trust or unincorporated association, then the sale, issuance or transfer of a controlling interest therein or of an interest therein which would result in a change in the voting control of Tenant, or the sale, issuance or transfer of a majority interest in or a change in the voting control of any partnership, trust or unincorporated association or corporation which directly or indirectly controls Tenant, or the sale, issuance or transfer of any portion of any general partnership or managing interest in Tenant or in any such entity, shall be deemed to be an assignment of this Lease which triggers the provisions of this Section 10.01. (d) Any request by Tenant for Landlord’s consent to an assignment of this Lease shall state the proposed assignee’s address and be accompanied by a duplicate original of the instrument of assignment (wherein the assignee assumes, jointly and severally with Tenant, the performance of Tenant’s obligations hereunder). (e) Any request by Tenant for Landlord’s consent to a sublease shall state the proposed subtenant’s address and be accompanied by a duplicate original of the instrument of sublease, which sublease must provide that (i) such sublease is subject to this Lease and that such subtenant shall be bound by all of the terms and conditions of this Lease to the extent of the Demised Premises being sublet, (ii) if this Lease is terminated because of Tenant’s default, prior to the expiration date of such sublease, such subtenant shall, at Landlord’s option, fully and completely attorn to Landlord for the balance of the term of the sublease, and (iii) such subtenant waives provisions of any present or future law which may give such subtenant any right of election to terminate such sublease or to surrender possession of such subleased space in the event any proceeding is brought by Landlord to considerterminate this Lease. (f) In the event of any assignment or sublease to which Landlord has consented or is expressly permitted under this Section 10.01, Tenant will not thereby be released from the payment and performance of any of its obligations in this Lease; rather, Tenant and its assignee or subtenant, as the case may be, will be jointly and severally primarily liable for such payment and performance. Accordingly, Landlord may collect Annual Base Rent and Additional Rent from the assignee or subtenant, as the case may be, and in either such event, Landlord may apply any amounts so collected to the Annual Base Rent and Additional Rent hereunder without thereby waiving any provisions hereof or releasing Tenant from liability for the performance of its obligations hereunder. (g) Landlord’s consent to any assignment or sublease hereunder shall not be deemed a consent to any further proposed assignment or sublease, which shall be governed by this Section 10.01. (h) In the event of a permitted assignment hereunder (other than to an affiliated company of Tenant pursuant to Section 10.01 (a) above or successor company), all rights hereunder respecting further assignments or subletting shall automatically lapse; moreover, any options contained in this Lease respecting an additional term(s) if any, or otherwise, shall likewise lapse and be of no further force and effect. (i) In the event of any assignment or sublease request hereunder, Tenant shall pay to landlord as Additional Rent, upon demand, any and all costs and expenses (including, without limitation, such factors as: the nature of the business, the financial condition, reputation, history and management of any proposed assignee or sublessee, the rent proposed to be paid by sublessee and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, attorneys’ fees) incurred by Landlord in connection with any request for such assignment or sublease request. (j) Tenant hereby indemnifies, defends and holds Landlord and Landlord’s consent up to a maximum of $3,500. No such Transfer shall in agents harmless from and against any way impair the continuing primary liability of Tenant hereunder or the liability of and all losses, liability, damages, costs and expenses (including reasonable attorneys’ fees) resulting from any guarantor hereof, and no consent to any Transfer on a particular instance shall claims that may be deemed to be a waiver of the obligations to obtain made against Landlord and/or Landlord’s approval agents by (i) any assignee or subtenant or proposed assignee or subtenant, or (ii) any brokers or other persons claiming a commission or similar compensation in the case of any other assignment or subletting. Prior to the commencement of an extension period, in the event of a sublease or assignment of this Lease (except as described in the following sentence), any option to extend the lease granted pursuant to Section 2.2 hereof shall not be transferred to connection with the assignee or sublessee, and this Lease shall be terminated at the time of the original Termination Date as described in Section 1.1 hereof. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation (a) any transfer of the Tenant’s interest in the Lease by operation of law, subtenant or the merger proposed assignment or consolidation sublease or termination of the this Lease. (k) Tenant with or into any other firm or corporationshall pay to Landlord, if as a result of such merger or consolidation the voting securities of the Tenant outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than upon receipt thereof, fifty percent (50%) percent of the combined voting power excess profits, if any, of all compensation received by Tenant for a sublet or assignment over the total Rent allocable to the portion of the Company and such surviving entity immediately after such merger or consolidation; or (b) the transfer or sale Demised Premises covered thereby, net of a controlling interest in the Tenant whether by sale of its capital stock or otherwiseany reasonable related transaction expenses.

ASSIGNMENT, SUBLETTING, ETC. (a) Tenant may, with prior written notice to Landlord, sublet the Demised Premises or assign this Lease only to an affiliated company of Tenant (such as a parent, division or wholly owned subsidiary of Tenant, or an entity controlled, controlling or under common control with Tenant) without Landlord's consent provided, however, Tenant shall continue to be liable and responsible for the full performance of all obligations under this Lease. (b) Tenant shall not sublet the Demised Premises or any part thereof, nor assign, sublet, underlet, mortgage, pledgemortgage or hypothecate, or otherwise encumber this Lease or any interest therein, nor grant concessions or licenses for the occupancy of the Demised Premises in whole or in any part (collectively referred thereof to as “Transfer”) an unaffiliated company without first obtaining on each occasion the consent in writing of Landlord's prior written consent, which consent shall not be unreasonably withheld; provided, conditioned however, that upon Tenant's seeking such consent to assign the Lease or delayed sublet the Demised Premises for the remainder of the Term of the Lease or a substantial portion thereof (except that Tenant shall be permitted to enter into one (1) sublease for a term not to exceed 95% of the remaining Term of this Lease without Landlord's right to recapture as described below), Landlord shall have the right to a return of the Demised Premises (or, if the request is for a partial sublet of the Demised Premises, that portion of the Demised Premises that Tenant is seeking to sublet) and possession thereof. Upon the return of the Demised Premises, all terms and conditions of this Lease shall be null and void, except for those provisions of the Lease which shall survive the Expiration Date, as herein provided. Landlord shall approve or disapprove a proposed assignment or subletting as described in any Tenant's notice within twenty (20) business days after Tenant gives to Landlord such notice accompanied by the Landlord. In considering whether information required pursuant to the provisions of Section 10.01(d) or not (e) below. (c) Landlord may, in its sole reasonable determination, withhold approval to consent a transfer, assignment or withhold consentsubletting under paragraph (b) above, it shall be reasonable for Landlord to consider, without limitation, such factors as: under the nature following conditions: (i) The financial condition of the businesssubtenant or assignee is not sufficient to meet the obligations of the tenant under this Lease; (ii) The proposed use of the Demised Premises by the subtenant or assignee would be prejudicial to the safety, character, reputation and interests of the financial condition, reputation, history Building and management its tenants or inconsistent with Section 9.01 hereof; (iii) The subtenant's or assignee's occupancy of any proposed assignee or sublessee, the rent proposed to be paid by sublessee and Demised Premises will cause excessive demands on the availability for leasing of other space Real Estate; or (iv) The subtenant is already a tenant in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up to a maximum of $3,500. No such Transfer shall in any way impair the continuing primary liability of Tenant hereunder or the liability of any guarantor hereofBuilding, and no consent Landlord has available space for lease within the Building to accommodate the existing tenant. For the purposes of this Lease, a dissolution involving Tenant or any Transfer on a particular instance guarantors, or any transfer of this Lease by operation of law (other than by reason of merger or reorganization), shall be deemed to be a waiver of the obligations to obtain Landlord’s approval in the case of any other assignment or subletting. Prior to the commencement of an extension period, in the event of a sublease or assignment of this Lease (except as described which triggers the provisions of this Section 10.01 Furthermore, the sale, issuance or transfer of any voting capital stock of Tenant or voting capital stock of any corporate entity which directly or indirectly controls Tenant or the sale, issuance or transfer of any interest in any non-corporate entity which directly or indirectly controls Tenant, which sale, issuance or transfer results in a change in the following sentence)direct or indirect voting control of Tenant, any option to extend the lease granted pursuant to Section 2.2 hereof shall not be transferred to the assignee or sublessee, and this Lease shall be terminated at the time of the original Termination Date as described in Section 1.1 hereof. As used herein, the term “assign” or “assignment” shall be deemed to includebe an assignment of this Lease which triggers the provisions of this Section 10.01, without limitation (a) any transfer of except that the Tenant’s interest in foregoing shall not be applicable to stock which is traded on the Lease by operation of lawNew York Stock Exchange, the American Stock Exchange, or the merger or consolidation of the Tenant with or into any other firm nationally recognized stock exchange. If Tenant is a partnership, trust or corporationunincorporated association, if as a result of such merger then the sale, issuance or consolidation the voting securities of the Tenant outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than fifty percent (50%) of the combined voting power of the Company and such surviving entity immediately after such merger or consolidation; or (b) the transfer or sale of a controlling interest therein or of an interest therein which would result in a change in the voting control of Tenant, or the sale, issuance or transfer of a majority interest in or a change in the voting control of any partnership, trust or unincorporated association or corporation which directly or indirectly controls Tenant, or the sale, issuance or transfer of any portion of any general partnership or managing interest in Tenant whether or in any such entity, shall be deemed to be an assignment of this Lease which triggers the provisions of this Section 10.01. (d) Any request by sale Tenant for Landlord's consent to an assignment of this Lease shall state the proposed assignee's address and be accompanied by a duplicate original of the instrument of assignment (wherein the assignee assumes, jointly and severally with Tenant, the performance of Tenant's obligations hereunder). (e) Any request by Tenant for Landlord's consent to a sublease shall state the proposed subtenant's address and be accompanied by a duplicate original of the instrument of sublease, which sublease must provide that (i) such sublease is subject to this Lease and that such subtenant shall be bound by all of the terms and conditions of this Lease to the extent of the Demised Premises being sublet, (ii) if this Lease is terminated because of Tenant's default, prior to the expiration date of such sublease, such subtenant shall, at Landlord's option, fully and completely attorn to Landlord for the balance of the term of the sublease, and (iii) such subtenant waives provisions of any present or future law which may give such subtenant any right of election to terminate such sublease or to surrender possession of such subleased space in the event any proceeding is brought by Landlord to terminate this Lease. (f) In the event of any assignment or sublease to which Landlord has consented or is expressly permitted under this Section 10.01, Tenant will not thereby be released from the payment and performance of any of its capital stock obligations in this Lease; rather, Tenant and its assignee or otherwisesubtenant, as the case may be, will be jointly and severally primarily liable for such payment and performance. Accordingly, Landlord may collect Annual Base Rent and Additional Rent from the assignee or subtenant, as the case may be, and in either such event, Landlord may apply any amounts so collected to the Annual Base Rent and Additional Rent hereunder without thereby waiving any provisions hereof or releasing Tenant from liability for the performance of its obligations hereunder. (g) Landlord's consent to any assignment or sublease hereunder shall not be deemed a consent to any further proposed assignment or sublease, which shall be governed by this Section 10.01.

ASSIGNMENT, SUBLETTING, ETC. Tenant (a) Tenant, for itself, its heirs, --------------------------- executors, administrators, successors and assigns, expressly covenants that it shall not assign, sublet, underlet, mortgage, pledge, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anyone other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the Premises acceptance of the assignee, undertenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of all covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in whole or in part (collectively referred any wise be construed to as “Transfer”) without first relieve Tenant from obtaining on each occasion the express consent in writing writing, of Landlord to any further assignment or underletting, nor shall the same release or discharge Tenant from any liability, past, present or future, under this Lease, and Tenant shall continue fully liable in all respects hereunder. (b) If Tenant enters into a proposed sublease of the premises or assignment of this Lease, such sublease or assignment shall be subject to the provisions of this subparagraph (b) and Tenant shall send Landlord a written notice ("Tenant's Notice of Intention") advising Landlord of Tenant's intention to finalize the sublease or assignment in accordance with the terms of that instrument and an executed copy of the proposed sublease or assignment. Landlord shall have a period of thirty (30) days after receipt from Tenant of such Notice to elect to terminate this Lease and the unexpired term hereof ("recapture") or to advise Tenant that Land- lord consents or refuses to consent to such proposed sublease or assignment. In the event Landlord elects to recapture the demised premises, Tenant shall vacate and surrender possession of the demised premises by not later than the date set forth in Tenant's Notice of Intention for the date upon which the proposed sublease or assignment (as the case may be) was intended to become effective, which date shall not be prior to forty (40) nor later than one hundred twenty (120) days after sending of Tenant's Notice of Intention ("termination date"). Upon Tenant's vacating and surrendering possession of the demised premises as of the aforesaid termination date in accordance with the terms of this Lease, the unexpired term hereof shall terminate as if said date were the termination date set forth in the Preamble to this Lease, except as provided in Article 11(b) hereof. (c) Landlord agrees that if it does not elect to recapture the demised premises in accordance with subparagraph (b), Landlord shall not unreasonably withhold its consent to the proposed sublease or assignment, provided, however, that Landlord shall not be deemed unreasonable if it refuses to consent to any proposed sublease or an assignment of the Lease to a tenant, subtenant or other occupant of the Building (or to a sub- sidiary or affiliate), or if, in the reasonable judgment of Landlord, which the business of such proposed subtenant or assignee is not compatible with the type of occupancy of the Building, or such business will create increased use of the facilities of the Building. Landlord may arbitrarily refuse to consent to any proposed sublease of a portion of the premises. (d) It is expressly agreed that Landlord shall have the right to negotiate directly with any proposed subtenant or assignee, whether the identification thereof shall have been disclosed to Landlord by Tenant or others, and Landlord shall have the right to enter into a direct lease with any proposed subtenant, its parent, affiliate or subsidiary, either with respect to the sublet area or any other premises or space in the Building for such term and upon such rentals and other provisions or agreements as Landlord elects, including the same terms and conditions set forth in the proposed sublease or assignment submitted to Landlord with Tenant's Notice of Intention. (e) Tenant, without Landlord's prior written consent thereto and without being subject to the provisions of paragraph (b) of this Article II shall have the right to assign this Lease or sublet the premises to, or allow the premises to be otherwise occupied by, any parent, subsidiary, affiliate, group or division of Tenant, or successor by merger, provided, however, that no such assignment or subletting shall be deemed to relieve it of liability for the full and faithful performance of all the terms and conditions on its part to be performed under this Lease. (f) In the event Tenant assigns this Lease, as permitted by this Article 11, such assignment shall not be unreasonably withhelddeemed effective or binding on Landlord unless there is delivered to Landlord within five (5) days of the execution of such assignment, conditioned or delayed a duplicate, executed copy of such assign- ment and a duplicate, executed copy of an agreement on the part of the assignee, satisfactory to Landlord, to the effect that the assignee agrees to and shall assume all of the obligations on the part of Tenant to be kept, observed and performed pursuant to this Lease. Consent by the Landlord. In considering whether or not to consent or withhold consent, it shall be reasonable for Landlord to considerany assignment or sublease shall not, without limitationnor shall it be deemed to, such factors as: relieve or release the nature subletting Tenant from liability for the full and faithful performance of all the terms, covenants, provisions and conditions required to be performed under this Lease by "Tenant" for the remainder of the businessterm. No oral or verbal assignment, the financial condition, reputation, history and management or sublease or receipt by Landlord of any proposed payment of rental or other amounts, or acceptance by Landlord of per- formance of Tenant's obligations hereunder by any purported assignee or sublessee, the rent proposed to be paid by sublessee and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up to a maximum of $3,500. No such Transfer shall in any way impair the continuing primary liability of Tenant hereunder or the liability of any guarantor hereof, and no consent to any Transfer on a particular instance shall be deemed to be a waiver of the obligations to obtain Landlord’s approval in the case any obligation of any other assignment or subletting. Prior to the commencement of an extension period, in the event of a sublease or assignment of this Lease (except as described in the following sentence), any option to extend the lease granted pursuant to Section 2.2 hereof shall not be transferred to the assignee or sublessee, and this Lease shall be terminated at the time of the original Termination Date as described in Section 1.1 hereof. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation (a) any transfer of the Tenant’s interest in the Lease by operation of law, or the merger or consolidation of the Tenant with or into any other firm or corporation, if as a result of such merger or consolidation the voting securities of the Tenant outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than fifty percent (50%) of the combined voting power of the Company and such surviving entity immediately after such merger or consolidation; or (b) the transfer or sale of a controlling interest in the Tenant whether by sale of its capital stock or otherwisehereunder.

ASSIGNMENT, SUBLETTING, ETC. Tenant shall not Not to assign, sublettransfer, underlet, mortgage, pledgemortgage or pledge this Lease, or encumber to sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or any part of the Premises, or suffer or permit this Lease or the Premises leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred or encumbered, in whole or in part (collectively referred part, whether voluntarily, involuntarily or by operation of law, or to as “Transfer”) permit the occupancy of the Premises by any one other than Tenant, without first in each instance obtaining on each occasion the consent in writing of Landlord’s prior written consent, which consent shall not be unreasonably withheldwithheld or delayed, conditioned if Landlord reasonably determines that the reputation for business, proposed use and rent payment history of the proposed assignee or delayed subleasee are satisfactory to Landlord in light of the obligations being undertaken or assumed; provided however that Tenant may assign this Lease without Landlord’s consent to any corporation, or other business organization directly or indirectly controlling or controlled by Tenant, to any successor by merger or consolidation or to any purchaser of all or substantially all of Tenant’s assets. This provision shall be applicable to subsequent transactions by the Landlord. In considering assignee or subtenant, whether or not Landlord’s consent is herein required, subject to consent the further successors meeting the same standards and being financially acceptable to Landlord. No assignment, transfer, mortgage, sublease or withhold consentother encumbrance, it shall be reasonable for whether or not approved, and no indulgence granted by Landlord to consider, without limitation, such factors as: the nature of the business, the financial condition, reputation, history and management of any proposed assignee or sublessee, the rent proposed to be paid by sublessee and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up to a maximum of $3,500. No such Transfer shall in any way impair the continuing primary liability (which after an assignment shall be joint and several with the assignee) of Tenant hereunder or the liability of any guarantor hereofhereunder, and no consent to any Transfer on approval in a particular instance shall be deemed to be a waiver of the obligations obligation to obtain Landlord’s approval in the case of any other assignment or subletting. Prior No assignment or sublease, whether or not Landlord’s consent is required, shall be valid unless the assignee or sublessee shall enter into a written agreement with Landlord agreeing to be bound by the commencement of an extension period, in the event of a sublease or assignment terms and conditions of this Lease (except as described in the following sentencecase of a sublease, in which event the sublessee’s financial obligations shall not exceed those imposed under the sublease), any option the Landlord’s actual and reasonable out-of-pocket costs of preparation of which (up to extend $1,000) are to be paid by the lease granted pursuant to Section 2.2 hereof assignor or sublessor within fifteen (15) days after billing, failing which such assignment or sublease shall not be transferred to the assignee or sublesseevoid, and this Lease shall be terminated at Landlord may take the time of the original Termination Date same actions and have such remedies upon such failures as described provided in Section 1.1 hereof5.1.11 regarding failure to pay certain expenses. As used herein, the term “assign” or “assignment” shall be deemed If Landlord consents to include, without limitation (a) any transfer a grant of the Tenant’s a security interest in the Lease by operation Lease, such consent shall not waive Landlord’s right to require its approval of law, any party succeeding to the rights of Tenant upon foreclosure of or the merger or consolidation taking possession of the Tenant with or into any other firm or corporationPremises under such security interest, if as a result such party seeks to remain in occupancy under the Lease. If any proposed transfer of Tenant’s rights shall include payments to Tenant (or its successor, sublessee or assignee) which, in the aggregate and after deduction of Tenant’s actual and reasonable out-of pocket costs of such merger or consolidation transfer, exceeds the voting securities of payments due Landlord under the Tenant outstanding immediately prior thereto represent Lease (either including payments made to Landlord by remaining outstanding or by such successor), then Landlord may condition its consent on such provisions as Landlord may require, and upon the Lease being converted into voting securities of the surviving entity) less than amended to provide that fifty percent (50%) percent of such excess be paid to Landlord as additional rent, as and when received by Tenant. Landlord shall have the right to receive 50% of any settlement or lump-sum payment to Tenant in connection with any such termination or modification that exceeds, in the aggregate and after deduction of Tenant’s actual and reasonable out-of pocket costs, the payment due to the Landlord under the Lease for the remaining term of the combined voting power sublease. The foregoing shall not be deemed to grant Landlord any right to restrict Tenant from terminating or otherwise amending any sublease once entered into. In lieu of such consent, Landlord may terminate the Company and Term by notice to Tenant, except that Tenant may withdraw such surviving entity immediately request by written notice to Landlord sent within three (3) business days after Tenant receives such merger or consolidation; or (b) notice of termination, in which event the transfer or sale of a controlling interest in the Tenant whether Term shall continue as if no request had been made by sale of its capital stock or otherwiseTenant.

ASSIGNMENT, SUBLETTING, ETC. Tenant (a) Tenant, for itself: its heirs, executors, administrators, successors and assigns, expressly covenants that it shall not assign, sublet, underlet, mortgage, pledge, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised Premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance which consent will not be unreasonable withheld provided any assignee or subtenant financial and credit condition is acceptable to Landlord. If this Lease be assigned, or if the demised Premises or any part thereof be underlet or occupied by anyone other than Tenant, Landlord may, after default be Tenant, collect rent from the assignee, undertenant or occupant and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the Premises acceptance of the assignee, undertenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant, or a release of Tenant from the further performance by Tenant of all covenants on the part of Ten ant herein contained. The consent by Landlord to an assignment or underletting shall not in whole or in part (collectively referred any way be construed to as “Transfer”) without first relieve Tenant from obtaining on each occasion the express consent in writing of LandlordLandlord to any further assignment or underletting, which consent nor shall the same release or discharge Tenant from any liability, past, present or future, under this Lease, and Tenant shall continue fully liable in all respects hereunder. (b) In the event Tenant assigns this Lease, as permitted by this Article II, such assignment shall not be unreasonably withheld, conditioned deemed effective or delayed by the Landlord. In considering whether or not binding on Landlord unless there is delivered to consent or withhold consent, it shall be reasonable for Landlord to consider, without limitation, such factors as: the nature within five (5) days of the businessexecution of such assignment, a duplicate, executed copy of such assignment and a duplicate, executed copy of an agreement on the financial conditionpart of the assignee, reputationsatisfactory to Landlord, history to the effect that the assignee agrees to and management of any proposed assignee or sublessee, the rent proposed to be paid by sublessee and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up to a maximum of $3,500. No such Transfer shall in any way impair the continuing primary liability of Tenant hereunder or the liability of any guarantor hereof, and no consent to any Transfer on a particular instance shall be deemed to be a waiver assume all of the obligations on the part of Ten ant to obtain Landlord’s approval in the case of be kept, observed and performed pursuant to this Lease. Consent by Landlord to any other assignment or subletting. Prior sublease shall not, nor shall it be deemed to, relieve or release the assigning Tenant from liability for the full and faithful performance of all the terms, covenants, provisions and conditions required to the commencement of an extension period, in the event of a sublease or assignment of be performed under this Lease (except as described in by “Tenant” for the following sentence), any option to extend the lease granted pursuant to Section 2.2 hereof shall not be transferred to the assignee or sublessee, and this Lease shall be terminated at the time remainder of the original Termination Date as described in Section 1.1 hereof. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation (a) any transfer of the Tenant’s interest in the Lease by operation of law, or the merger or consolidation of the Tenant with or into any other firm or corporation, if as a result of such merger or consolidation the voting securities of the Tenant outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than fifty percent (50%) of the combined voting power of the Company and such surviving entity immediately after such merger or consolidation; or (b) the transfer or sale of a controlling interest in the Tenant whether by sale of its capital stock or otherwise.the

ASSIGNMENT, SUBLETTING, ETC. Tenant Section 20.1. Lessee shall not (a) assign, sublet, underlet, mortgage, pledge, encumber or in any manner transfer this Lease, or any part thereof, or (b) sublease the Leased Premises, or any part thereof, or (c) sell, transfer, pledge, lease, license or encumber this Lease the Buildings or the Premises interest of Lessee in any lease of the Buildings or the rentals thereunder, without the prior written consent of Lessor in each instance; and any attempt to do any of such acts without such consent shall be null and void and of no effect and shall at the option of Lessor, terminate this Lease. Section 20.2. If the Lease be assigned, whether or not in violation of the provisions of this Lease, Lessor may and is hereby empowered to collect rent from the assignee. In such event, Lessor may apply the net amount received by it to the rent and other payments herein reserved or provided for, and no such collection shall be deemed a waiver of the covenant herein against assignment or subletting, or any acceptance of the assignee or subtenant as a tenant under this Lease, or a release of Lessee from the further performance of the covenants herein contained on the part of Lessee. Section 20.3. The making of any assignment or subletting from and after the date hereof, in whole or in part (collectively referred to as “Transfer”) without first obtaining on each occasion part, whether or not with the consent of Lessor, shall not operate to relieve Lessee herein named from its obligations under this Lease and, notwithstanding any such assignment or subletting, Lessee herein named shall remain liable for the payment of all rent and other charges and for the due performance of all the covenants, agreements, terms and provisions of this Lease to the full end of the term of this Lease, and whether or not there shall have been any prior termination of this Lease by summary proceedings or otherwise. Section 20.4. Each and every assignee, whether or not approved by Lessor and whether as assignee or as successor in writing interest. of Landlordany assignee or Lessee herein named, shall immediately be and become and remain liable for the payment of the rent and other charges payable under this Lease, and for the due performance of all the covenants, agreements, terms and provisions of this Lease on Lessee's part to be performed to the full end of the term of this Lease, and each and every provision of this Lease applicable to Lessee shall also apply to and bind every such assignee and purchaser with the same force and effect as though such assignee or purchaser were Lessee named in this Lease. No transfer to such assignee shall be binding upon Lessor unless such assignee shall deliver to Lessor a recordable instrument which contains a covenant or assumption by such assignee to such effect; but the failure or refusal of such assignee to deliver such instrument shall not release or discharge such assignee from its obligations and liability as above set forth. Section 20.5. Any consent by Lessor herein contained or hereafter given to any act of assignment, shall be held to apply only to the specific transaction hereby or thereby approved. Such consent shall not be unreasonably withheld, conditioned or delayed by the Landlord. In considering whether or not to consent or withhold consent, it shall be reasonable for Landlord to consider, without limitation, such factors as: the nature of the business, the financial condition, reputation, history and management of any proposed assignee or sublessee, the rent proposed to be paid by sublessee and the availability for leasing of other space in the building. Tenant shall reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with any request for Landlord’s consent up to a maximum of $3,500. No such Transfer shall in any way impair the continuing primary liability of Tenant hereunder or the liability of any guarantor hereof, and no consent to any Transfer on a particular instance shall be deemed to be construed as a waiver of the obligations duty of Lessee, or its successors or assigns, to obtain Landlord’s approval in the case of from Lessor a consent to any other assignment or subletting. Prior subsequent assignment, or as a modification or limitation of the right of Lessor with respect to the commencement foregoing covenant by Lessee. Section 20.6. If Lessee shall be a corporation or a partnership and if the controlling interest in Lessee is transferred, sold or otherwise disposed of an extension period, in the event of a sublease or assignment of this Lease (except as described in the following sentence), any option to extend the lease granted pursuant to Section 2.2 hereof shall not be transferred to the assignee or sublessee, and this Lease shall be terminated at the time of the original Termination Date as described in Section 1.1 hereof. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation (a) any transfer of the Tenant’s interest in the Lease by operation of law, or the merger or consolidation of the Tenant with or into any other firm or corporation, if as a result of death) without the prior written approval of Lessor, Lessor shall have the right at any time thereafter to terminate this Lease by giving written notice of such merger or consolidation termination to Lessee specifying a day not less than twenty (20) days and not more than forty (40) days thereafter and, upon the voting securities giving of such notice, this Lease and the term and estate hereby granted shall expire and terminate upon the day so specified in the notice as fully and completely and with the same force and effect as if the day so specified were the date hereinbefore fixed for the expiration of the Tenant outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities term of the surviving entity) less than fifty percent (50%) of the combined voting power of the Company and such surviving entity immediately after such merger or consolidation; or (b) the transfer or sale of a controlling interest in the Tenant whether by sale of its capital stock or otherwisethis Lease.