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 assign, sublet, underlet, mortgage, pledge, or encumber expressly agrees that neither this Lease nor any part hereof, shall, by operation of law or the Premises in whole otherwise, be assigned, mortgaged, pledged, encumbered or in part otherwise transferred (collectively referred to as a “Transfer”) without first obtaining on each occasion by Tenant, Tenant’s legal representatives or successors in interest and neither the consent in writing of LandlordPremises, which consent shall not be unreasonably withheldnor any part thereof, conditioned or delayed by the Landlord. In considering whether or not to consent or withhold consent, it nor any Tenant’s property shall be reasonable encumbered in any manner by reason of any act or omission on the part of Tenant or anyone claiming under or through Tenant, or shall be sublet or be used, occupied or utilized for Landlord to considerconcession or desk space or for mailing privileges by anyone other than Tenant, without limitation, such factors as: the nature prior consent 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 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 request for Landlord’s consent up to person or group of related persons, whether in a maximum single transaction or a series of $3,500. No related or unrelated transactions, in such Transfer shall in any way impair the continuing primary liability quantities that after such issuance control of Tenant hereunder or the liability ability effectively to control or direct the business decisions of any guarantor hereofTenant, and no consent to any Transfer on a particular instance directly or indirectly, shall have changed, shall be deemed to be a waiver an assignment of the obligations to obtain Landlord’s approval in 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 other party or parties in interest whether in a single transaction or a series of related or unrelated transactions shall be deemed an assignment or subletting. Prior to the commencement of this Lease, (iii) a take-over agreement shall be deemed an extension period, in the event of a sublease or assignment of this Lease and (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 (aiv) any transfer person or legal representative of the Tenant, to whom Tenant’s interest in the under this Lease passes by operation of law, or otherwise, shall be bound by the merger provisions of this Article 14. Any assignment (or consolidation deemed assignment), sublease (or deemed sublease), license, concession, mortgage, pledge, encumbrance or 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 with or into any is so transferred other firm or corporation, if as a result of such merger or consolidation than to those deemed “insiders” within the voting securities meaning of the Tenant outstanding immediately prior thereto represent (either by remaining outstanding Securities Exchange Act of 1934, as amended) which is effected through “over-the-counter market” 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 through any recognized stock or otherwiseexchange shall not constitute an assignment hereunder.

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. 15. (A) Tenant shall not assign, sublet, underlet, mortgage, pledge, or encumber expressly agrees that neither this Lease nor any part hereof nor the interest of Tenant in any sublease or the Premises rentals thereunder, shall, by operation of law or otherwise, be assigned, mortgaged, encumbered or otherwise transferred by Tenant or Tenant’s successors in whole or in interest and neither the Premises, nor any part (collectively referred to as “Transfer”) without first obtaining on each occasion the consent in writing of Landlordthereof, which consent shall not be unreasonably withheld, conditioned or delayed by the Landlord. In considering whether or not to consent or withhold consent, it nor any Tenant’s property shall be reasonable encumbered in any manner nor sublet or used or occupied for Landlord to considerconcession or desk space or for mailing privileges, without limitation, such factors as: the nature prior consent 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 each instance except as otherwise expressly provided in this Article 15. For purposes of this Article 15, (i) the issuance of interests in Tenant, any request for Landlord’s consent up to Guarantor (as hereinafter defined) or any subtenant (whether stock, partnership interests, membership interests in a maximum of $3,500. No such Transfer shall in any way impair the continuing primary limited liability of Tenant hereunder company or the liability of any guarantor hereof, and no consent otherwise) to any Transfer on person or group of related persons, whether in a particular instance single transaction or a series of transactions, in such quantities that after such issuance control of Tenant, Guarantor or any party with the ability to effectively control or direct the business decisions of such party, shall have changed, 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 or such sublease, as the case may be, (except as described ii) a transfer of more than fifty percent (50%) in the following sentence)interest of Tenant, Guarantor or any option to extend the lease granted pursuant to Section 2.2 hereof shall not be transferred to the assignee subtenant by any party or sublessee, and this Lease shall be terminated at the time parties in interest whether in a single transaction or a series of the original Termination Date as described in Section 1.1 hereof. As used herein, the term “assign” or “assignment” transactions shall be deemed an assignment of this Lease, or such sublease, as the case may be, (iii) a take-over agreement with respect to includethe Premises or any portion thereof shall be deemed an assignment of this Lease, without limitation (aiv) any transfer person or legal representative of the Tenant, to whom Tenant’s interest in the under this Lease passes by operation of law, or otherwise, shall be bound by the merger provisions of this Article 15, and (v) any amendment or consolidation extension of a sublease shall be deemed a sublease. 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 clauses (i) and (ii) of the preceding sentence shall not be applicable to the issuance of stock or one or more transfers of stock or other beneficial interest in Tenant with (whether 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 not more than fifty percent (50%) of the combined voting power stock or other beneficial interest in Tenant is so transferred other than to those deemed “insiders” within the meaning of the Company and such surviving entity immediately after such merger Securities Exchange Act of 1934, as amended). Any assignment (or consolidation; deemed assignment), sublease (or (b) the deemed sublease), license, concession, mortgage, pledge, encumbrance or transfer or sale by Tenant in contravention of a controlling interest in the Tenant whether by sale of its capital stock or otherwisethis Article 15 shall be void.

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 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 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 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 of the businesspast, the financial conditionpresent or future, reputationunder this Lease, 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 continue fully liable 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 otherwiseall respects hereunder.

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. 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 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 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 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 unless (except 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 described in amended, (c) it is made amongst the following sentence)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 option to extend 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 lease granted pursuant to Section 2.2 hereof shall not be transferred assignee, undertenant or occupant and apply the net amount collected to the assignee rent herein reserved, but no such assignment, underletting, occupancy 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” collection shall be deemed to include, without limitation (a) any transfer a waiver of the Tenant’s interest in the Lease by operation of lawthis covenant, or the merger or consolidation acceptance of the assignee, undertenant or occupant as Tenant, or a release of Tenant with from the further performance by Tenant of all covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or into underletting shall not in any other firm wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or corporationunderletting, if as a result of such merger nor shall the same release or consolidation the voting securities of the discharge Tenant outstanding immediately prior thereto represent (either by remaining outstanding from any liability, past, present or by being converted into voting securities of the surviving entity) less than fifty percent (50%) of the combined voting power of the Company future, under this Lease, and such surviving entity immediately after such merger or consolidation; or (b) the transfer or sale of a controlling interest Tenant shall continue fully liable in the Tenant whether by sale of its capital stock or otherwiseall respects hereunder.

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.