Common use of Assignment/Subletting Clause in Contracts

Assignment/Subletting. Except as provided herein, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.

Assignment/Subletting. Except A. Lessor shall have the right to sell, convey or mortgage all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part; provided, however, the prohibition on Lessor's right to sell, convey or mortgage less than all of the Properties shall not restrict Lessor's right to convey Properties to Lessee pursuant to the provisions of Sections 21.B, 23.A(ix), 57 or 58 hereof. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, Tenant shall not assign except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in any manner transfer entering into this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without Lease. Without the prior written consent of Landlord, which Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be unreasonably withheldpledged, conditionedencumbered, hypothecated or delayed. As assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of Tenant’s request forany of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as a condition toLessor may request, Landlord’s consent including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease or subleaseGuarantors of any of their obligations respecting the Guaranty. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may be retained by Lessee unless an Event of Default has occurred, Tenant in which case, Lessor shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its such excess rentals applicable to the period during which such Event of Default is continuing. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the provisions of Section 26.B, Lessor's consent to a proposed transfer Subject Transfer shall not be required if each of the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing under this Lease as of the date on which Lessee gives the Subject Transfer Notice (as hereinafter defined) and as of the date on which such Subject Transfer is consummated; (ii) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have a consolidated net worth determined in accordance with GAAP of not less than the sum of (1) $29,690,500.00, plus (2) fifty (50%) percent of Net Income, if positive, for each fiscal quarter of the Lessee Entities ending after the Effective Date (i.e., exclusive of any negative Net Income for any such fiscal quarter) determined on a cumulative basis subsequent to the Effective Date, plus (3) seventy-five (75%) percent of the proceeds of any issuance of equity securities of any of the Lessee Entities or other contributions to the capital of any of the Lessee Entities subsequent to the Effective Date (the "Net Worth Condition"); (iii) Lessee and Guarantors, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall not be released from any of their respective obligations under this Lease and the Guaranty, and any such surviving entity or successor entity, as applicable, has assumed in writing or by operation of law (provided Lessor has received a satisfactory opinion of counsel confirming that such assumption will occur by operation of law) all obligations of Lessee under this Lease or Guarantors under the Guaranty, as applicable; (iv) after giving effect to such Subject Transfer, whether as a single transaction or as a series of transactions, the Lessee Entities shall have a Corporate Fixed Charge Coverage Ratio (as hereinafter defined) determined as of the end of Lessee's most recently closed fiscal quarter on a proforma basis after giving effect to such Subject Transfer of at least equal to 1.50:1 (the "Corporate Fixed Charge Coverage Ratio Condition") (v) after such Subject Transfer, the Properties will be operated as a Permitted Facility or such other nationally or regionally recognized casual dining concepts reasonably acceptable to Lessor; (vi) the Lessee Entities, including any surviving entity as a result of such Subject Transfer and/or successor of Lessee or any of the Guarantors, shall have at least 5 years' experience operating a multi-unit casual dining restaurant concept with the same or greater number of units as are operated by the Lessee Entities immediately prior to the consummation of such Subject Transfer; (vii) if and to the extent that the loans contemplated by the Loan Documents have been subject to a third party and Tenant’s sole remedy Securitization, Lender shall be an action to enforce any such provision through specific performance have received a notice or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred confirmation of the rating agencies which have issued ratings in connection with such assignment Securitization that such Subject Transfer will not cause any of such rating agencies to downgrade, modify, withdraw or sublease request. Notwithstanding anything in this Lease qualify any of such ratings (the "Rating Agency Condition"); and (viii) Lessee shall have delivered to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation Lessor a certification that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) conditions to any corporation which is such Subject Transfer set forth in this Section 26.C have been satisfied. Notwithstanding the successor corporation foregoing, in the event of a corporate reorganization that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (a “Related Entity”1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount. Upon Lessee's payment of the Subject Transfer Rent Prepayment Amount and Prepayment Charges as contemplated by the preceding sentence, Lessor agrees that the Base Monthly Rental beginning with respect to an assignment to the calendar month immediately following the month in which such payment is made (or, if such payment is made on the first day of a Related Entity described calendar month, beginning with the calendar month in subsections (iiwhich such payment is made) and (iii), such Related Entity has a tangible net worth shall be equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of Base Monthly Rental then in effect reduced by the Premises to a Related Entity described in subsection Subject Transfer Rent Reduction Amount (ias hereinafter defined) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements For purposes of this Section 13 have been satisfied, including if applicable26.C, the qualification of such proposed transferee following terms shall be defined as an affiliate of Tenant or a Related Entity.set forth below:

Assignment/Subletting. Except as provided herein, A. Tenant shall not assign not, without Landlord's prior written consent, which in each instance, may be withheld at the reasonable discretion of Landlord: (i) assign, transfer, hypothecate, mortgage, encumber, or in convey, or subject to or permit to exist upon or be subjected to any manner transfer lien or charge, this Lease or any estate or interest hereunder and shall not sublease the Premises under it (ii) allow any transfer of, or any part thereof without the prior written consent of Landlordlien upon, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything 's interest in this Lease to the contraryby operation of law, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all sublet the Premises in whole or substantially all of the shares of stock or assets of Tenant; in part or (iv) to allow the use or occupancy of any corporation which is the successor corporation in the event portion of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any a use other use than the use permitted Use or by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to anyone other than Tenant or greater than $10,000,000.00Tenant's employees. Landlord agrees that Tenant shall have the right, without Landlord’s consent, right to sublease sublet or license a assign all or any portion of the Premises to any related entity or affiliate of Tenant, by merger; acquisition, consolidation, or any successor company, without Landlord's approval or consent. Tenant shall provide written notice of any such assignment or sublease. Notwithstanding the foregoing, should any law governing Landlord's consent to a Related Entity described sublease or assignment require Landlord to exercise reason in subsection the consideration of the granting or denying of consent, Landlord may take into consideration the business reputation and creditworthiness of the proposed subtenant or assignee; any required alteration of the Premises; the intended use of the Premises by the proposed subtenant or assignee; the estimated pedestrian and vehicular traffic in the Premises and to the Building which would be generated by the proposed subtenant or assignee; any potential environmentally hazardous activities engaged in by the proposed subtenant or assignee; and any other factors which Landlord shall deem relevant; provided further, however, that if Landlord does not consent to a sublease or assignment to any subtenant or assignee which is a governmental agency, which is a present tenant in the Building, or with whom Landlord or its agents has discussed tenancy within the Building, same shall not be deemed to be unreasonable. B. If Tenant shall, with Landlord's prior consent as herein required, sublet the Premises: (i) abovean amount equal to rental in excess of the Base Rent and any Additional Rent herein provided to be paid, provided that shall be for the benefit of Landlord and shall be paid to Landlord promptly when due under any such Related Entity does subletting as Additional Rent; and (ii) Landlord shall be entitled to a fee not use the Premises greater than an amount equal to six (6) months Base Rental as consideration for any other use than such consent. C. If Tenant Is an entity whose ownership not publicly held, and if during the use permitted by this Lease. Term, the ownership of the control of Tenant changes, Tenant shall give notify Landlord of such change within five (5) days thereof, and Landlord, at Its option, may at any time thereafter terminate this Lease by giving Tenant written notice of said termination at least ten sixty (1060) days prior to the effective date of termination stated in the proposed transfer, along with all applicable documentation and other information necessary for Landlord notice. The term "control" as used herein means the power to determine that directly or indirectly direct or cause the requirements direction of this Section 13 have been satisfied, including if applicable, the qualification management or policies of such proposed transferee as Tenant. A change or series of changes in ownership of stock which would result in direct or indirect change in ownership by the stockholders or an affiliate affiliated group or stockholders of Tenant or less than fifty (50%) percent of the outstanding stock shall not be considered a Related Entitychange of control.

Assignment/Subletting. 14.1. Except as expressly provided herein, Tenant this Agreement and each site license granted pursuant to individual Site Supplements herein is personal to Licensee and for Licensee’s use only. Licensee shall not assign lease, sublicense, share with, convey or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent resell to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce others any such provision through specific performance space or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs rights granted hereunder; provided, however, the Parties agree and expenses incurred in connection with such assignment or sublease request. Notwithstanding acknowledge that, notwithstanding anything in this Lease Agreement to the contrary, so long certain Small Cell Equipment deployed by Licensee on any Municipal Facility or in any PROW or public utility easement pursuant to this Agreement may be owned and/or operated by Licensee’s third-party wireless carrier customers (“Carriers”) and installed and maintained by Licensee pursuant to license agreements between Licensee and such Carriers. Such Small Cell Equipment shall be treated as Tenant is not in default Licensee’s Small Cell Equipment for all purposes under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: Agreement provided that (i) parent, subsidiary or affiliate of TenantLicensee remains responsible and liable for all performance obligations under the Agreement with respect to such Small Cell Equipment; (ii) company with which Tenant may merge or consolidateLicensor’s sole point of contact regarding such Small Cell Equipment shall be Licensee; and (iii) Licensee shall have the right to remove and relocate the Small Cell Equipment. This Agreement and the related rights, duties, and privileges may not be assigned or otherwise transferred in whole or in part without the express written consent of Licensor; provided, however, Licensee shall have the right to assign this Agreement to any parent, subsidiary, affiliate, or any person, firm, or corporation that acquires shall control, be under the control of, or be under common control with Licensee, or to any entity into which Licensee may be merged or consolidated or which purchases all or substantially all of the shares of stock or assets of Tenant; Licensee that are subject to this Agreement. If the Agreement is assigned or (iv) otherwise transferred with Licensor consent pursuant to this Section, this Agreement, including any corporation which is amendments, shall be binding on the successor corporation assignee to the full extent that it was binding upon Licensee. 14.2. Any non-permitted transfer or assignment of the right to attach Small Cell Equipment to a Municipal Facility shall be void and not merely voidable. Licensor may, in the event of a corporate reorganization (a “Related Entity”); providedits sole discretion and in addition to all other lawful remedies available to Licensor under this Agreement, however, that (i) such Related Entity does not use the Premises for may collect any fees owed from Licensee all without prejudicing any other use than the use permitted right or remedy of Licensor under this Agreement. No cure or grace periods shall apply to transfers or assignment prohibited by this Lease, and (ii) with respect Agreement or to an assignment to the enforcement of any provisions of this Agreement against a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to transferee or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlordassignee who did not receive Licensor’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.

Assignment/Subletting. Except as provided herein, Tenant shall may not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease sublet the Premises or any part thereof without the prior written consent of Landlord, which shall not consent may be unreasonably withheld, conditioned, granted or delayed. As part of Tenant’s request for, and as a condition to, withheld in Landlord’s sole discretion; and any attempted assignment or subletting without such consent shall be invalid. Any sale, transfer or conveyance of a majority ownership interest in Tenant shall be deemed an assignment of this Lease for which Landlord’s prior written consent shall be required pursuant to this Article 11. At least thirty (30) days prior to the proposed effective date of such assignment or sublease, Tenant shall provide Landlord with financial statements for a signed original of the proposed transferee and such other information as Landlord may reasonably requestassignment or sublease document. Tenant shall not be entitled to receive monetary damages based upon a claim also provide, at Landlord’s request, any information on the proposed assignee or subtenant that Landlord unreasonably withheld its consent may require to make a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent determination of the Landlord need not be obtained if the assignment quality of the Lease is to a: (i) parent, subsidiary such proposed assignee or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in subtenant. In the event of a corporate reorganization (a “Related Entity”); providedpermitted assignment or subletting, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have nevertheless at all times remain fully responsible and liable for the rightpayment of rent and the performance and observance of all of Tenant’s other obligations under the terms, without Landlord’s consent, to sublease conditions and covenants of this Lease except as may be otherwise provided for herein. No assignment or license a portion subletting of the Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to a Related Entity described Landlord an instrument (in subsection (irecordable form, if requested) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by containing an agreement of assumption of all of Tenant’s obligations under this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to Upon the effective date occurrence of an Event of Default hereunder, if all or any part of the proposed transferPremises are then assigned or sublet, along with Landlord, in addition to any other remedies provided by this Lease or by law, may, at its option, collect directly from the assignee or subtenant all applicable documentation and other information necessary for rent becoming due to Landlord by reason of the assignment or subletting. Any collection by Landlord from the assignee or subtenant shall not be construed to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate constitute a waiver or release of Tenant from the further performance of its obligations under this Lease or the making of a Related Entitynew lease with such assignee or subtenant.

Assignment/Subletting. Except as provided herein, Tenant 14.1. This Agreement and each License granted herein is personal to Licensee and for Licensee’s use only. Licensee shall not assign lease, sublicense, share with, convey or in resell to others any manner transfer this Lease such space or any estate rights granted hereunder. Subject to Section 14.3 below, the related rights and privileges may not be assigned or interest hereunder and shall not sublease the Premises or any part thereof otherwise transferred without the prior express written consent of LandlordLicensor, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part Any Agreement which is assigned or otherwise transferred pursuant to this Section shall be equally subject to all the obligations and privileges of Tenant’s request forthis Agreement, and including any amendments, which will remain in effect, as a condition toif the assigned Agreement was the original Agreement. After assignment, Landlord’s consent this Agreement, including any amendments, shall be binding on the assignee to such the full extent that was binding upon Licensee. 14.2. Any non-permitted transfer or assignment or sublease, Tenant shall provide Landlord with financial statements for of the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled right to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent attach Equipment to a proposed transfer to a third party and Tenant’s sole remedy Licensor-Owned pole shall be an action void and not merely voidable. Licensor may, in its sole discretion and in addition to enforce all other lawful remedies available to Licensor under this Agreement, collect any fees owed from Licensee all without prejudicing any other right or remedy of Licensor under this Agreement. No cure or grace periods shall apply to transfers or assignment prohibited by this Agreement or to the enforcement of any provisions of this Agreement against a transferee or assignee who did not receive Licensor’s consent. Licensee and any attempted transferee shall be jointly and severally liable for all obligations of Licensee in this Agreement until such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease requestattempted transfer is fully unwound to the satisfaction of Licensor. 14.3. Notwithstanding anything to the contrary in this Lease Section 14, this Agreement in its entirety, together with all Supplemental Site Licenses and/or Permit (that are otherwise transferable by Law) issued by Licensor may be sold, assigned or transferred by Licensee, to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary any entity in which Licensee holds a controlling or affiliate of Tenantsimilar interest; (ii) company with any entity which Tenant may merge holds a controlling equity or consolidatesimilar interest in Licensee; (iii) corporation any entity under common control with Licensee; (iv) any other entity that is currently operating in the City and is in full compliance with all obligations to the Licensor; (v) any entity which acquires all or substantially all of the shares of stock or Licensee’s assets of Tenant; or (iv) to any corporation which is the successor corporation in the event market defined by the FCC in which the Municipal Facility is located by reason of a corporate reorganization (a “Related Entity”); providedmerger, howeveracquisition or other business reorganization, provided in each case that (i) such Related Entity does not use acquiring entity has debt to equity and profitability ratios consistent with mature companies in business for five or more years in the Premises for any other use than the use permitted by this Leasesame or similar business and agrees to comply with federal, state, and (ii) with respect local laws, and Licensee and the new entity represent to an assignment to Licensor that the new entity has not had a Related Entity described in subsections (ii) and (iii), such Related Entity has decision entered against the new entity for a tangible net worth equal to or greater than $10,000,000.00violation of a local permit. Landlord agrees that Tenant Licensee shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord provide written notice to Licensor at least ten thirty (1030) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of any transfer permitted by this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntitySection.

Assignment/Subletting. Except as provided herein, Tenant Lessee shall not assign or in any manner transfer this Lease nor any rights hereunder, nor let or any estate or interest hereunder and shall not sublease the Premises sublet all or any part thereof of the Premises, nor suffer or permit any person of corporation to use any part of the Premises, without first obtaining the express prior written consent of LandlordLessor, which consent shall not be unreasonably withheldwithheld may be withheld by Lessor for any or no reason. The transfer of ten fifty-one percent (1051%) or more of the stock of Lessee if Lessee is a corporation, conditionedthe transfer of any partnership interest if Lessee is a partnership, or delayedthe transfer of a beneficial interest in a land trust if Lessee is a land trust, shall be deemed an assignment requiring the consent of Lessor if any such transfer will effectively vest control of Lessee in an entity or person other than the entity or person then having such control. As Should Lessor consent to such assignment of this Lease or to a sublease of all or any part of Tenant’s request forthe Premises, Lessee does hereby guarantee payment of all Rent herein reserved and as a condition toall other obligations hereunder until the expiration of the Term. No failure of Lessor to promptly collect from any assignee or sublease, Landlord’s or any extension of the time for the payment of such rents, shall release or relieve Lessee or any guarantor from it guaranty or obligation of payment of such rents or performance of other obligations. Should Lessor consent to such assignment or sublease, Tenant shall provide Landlord with financial statements all amounts received by Lessee as consideration for the proposed transferee same, including, without limitation, amounts received from a sublessee in excess of amounts to be remitted by Lessee to Lessor hereunder, shall be the property of Lessor and such other information as Landlord may reasonably requestdelivered to Lessor by L▇▇▇▇▇ immediately upon receipt. Tenant Any consent by Lessor to an assignment or sublease of L▇▇▇▇▇’s rights hereunder shall be effective for that transaction only. Lessor hereby expressly reserves the right to approve or disapprove of all future assignments or subleases by Lessee or its assignee or sublease, which approval shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent may be withheld for any or no reason. Notwithstanding the foregoing, Lessee may, upon thirty (30) days prior written notice to Lessor, assign this Lease without Lessor’s consent, to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company corporation with which Tenant Lessee may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) , to any corporation which is the successor corporation in the event parent or subsidiary of Lessee or to a corporate reorganization (a “Related Entity”)subsidiary of Lessee’s parent; provided, however, that (i) such Related Entity does assignment shall not use the Premises for affect or reduce any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided obligations of Lessee under this Lease and that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant Lessee shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityremain primarily liable hereunder.

Assignment/Subletting. Except A. Lessor shall have the right to sell or convey all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, Tenant shall not assign except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in any manner transfer entering into this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without Lease. Without the prior written consent of LandlordLessor, and except as expressly set forth in this Section 26.B: (i) Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest therein, whether by operation of law or otherwise; (ii) no interest in Lessee shall be assigned, transferred, conveyed, pledged or mortgaged, whether by operation of law or otherwise, including, without limitation, a dissolution of Lessee or a transfer of any of the voting stock of Lessee; and (iii) Lessee shall not sublet all or any part of any of the Properties except as set forth in Section 26.C. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, payment to Lessor of any rentals owing under a sublease which are in excess of the rentals owing hereunder, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may reasonably request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 26.B shall be voidable at the sole option of Lessor. Notwithstanding the foregoing, but subject to the conditions set forth in the following sentence, the prior written consent of Lessor shall not be unreasonably withheld, conditionedrequired for the assignment by Lessee of this Lease to an Affiliate of Lessee, or delayedthe transfer of the voting stock of Lessee by Guarantor to an Affiliate of Lessee in a single transaction or a series of transactions, provided that in either event such Affiliate is a corporation, partnership or limited liability company whose voting stock, partnership interests or membership interests, as applicable, are owned entirely, directly or indirectly, by Guarantor. As part Lessee's right to complete an assignment or transfer contemplated by the preceding sentence shall be subject to the satisfaction of Tenant’s request for, the following conditions precedent at the time of the proposed assignment or transfer: (1) no Event of Default shall have occurred and as a condition to, Landlord’s consent be continuing; (2) Lessee shall provide Lessor with written notice of such proposed assignment or transfer at least 30 days prior to the anticipated date of such assignment or subleasetransfer; (3) Lessee, Tenant such Affiliate and Guarantor shall provide Landlord with financial statements execute such documents, take such actions and deliver such opinions of counsel and other evidence of authority as Lessor may reasonably require to evidence the obligations of Lessee and, to the extent applicable, such Affiliate, as lessee, under this Lease and Guarantor under the Guaranty notwithstanding the completion of such assignment or transfer; and (4) Lessee shall be solely responsible for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable payment of all costs and expenses incurred in connection with any such assignment or sublease request. Notwithstanding anything in this Lease to the contrarytransfer, so long as Tenant is not in default under this Lease beyond applicable notice and cure periodsincluding, without limitation, the consent reasonable attorneys' fees and expenses of Lessor and Lender. C. Without otherwise limiting any of the Landlord need not be obtained if the assignment terms and conditions of the Lease is to a: this Section or Section 24 of this Lease, (i) parentLessee shall have the right to transfer any of its assets to an Affiliate of Lessee, subsidiary other than its leasehold interests in the Properties and any other assets used in connection with or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all related to the operation of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this LeaseProperties, and (ii) the voting stock, partnership interests or membership interests, as applicable, of such Affiliate may be pledged to a third-party financial institution as security for the performance of obligations due such institution, subject to the satisfaction of the following conditions: (x) no Event of Default shall have occurred and be continuing, (y) such Affiliate is a corporation, partnership or limited liability company whose voting stock, partnership interests or membership interests, as applicable, are owned entirely, directly or indirectly, by Guarantor, and (z) such Affiliate shall have executed and delivered to Lessor an unconditional guaranty of payment and performance with respect to an assignment the obligations of Lessee under this Lease, which unconditional guaranty shall be substantially in the form of the Guaranty. D. Notwithstanding the foregoing, but subject to the conditions set forth in the following sentence, Lessee shall have the right to sublease: (i) any of the Properties to a Related Entity described in subsections wholly- owned subsidiary or Affiliate of Lessee, plus (ii) and an aggregate of four of the Properties at any time (iiiin addition to the Properties subleased pursuant to the preceding item (i), such Related Entity has a tangible net worth equal ) without the consent of Lessor or Lender. Lessee's right to or greater than $10,000,000.00. Landlord agrees that Tenant sublease the Properties as contemplated by the preceding sentence shall be subject to the following conditions: (1) no Event of Default shall have occurred and be continuing; (2) any such sublease shall be subordinate to this Lease and Lessee shall remain liable under this Lease notwithstanding such sublease; and (3) the right, without Landlord’s consent, Properties subject to sublease or license a portion such subleases shall be used as Permitted Facilities and shall otherwise be operated and maintained in accordance with the terms and conditions of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant Within 10 Business Days after the execution of each such sublease, Lessee shall give Landlord written provide Lessor with a notice at least ten (10) days prior to the effective date of such sublease and a photocopy of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityfully executed sublease.

Assignment/Subletting. Except as provided herein, Tenant shall will not assign or in any manner transfer this Lease Agreement or sublet all or any estate or interest hereunder and shall not sublease portion of the Premises or any part thereof Site in contravention of this Agreement without the prior written consent of LandlordOwner, which shall consent will not be unreasonably withheld, delayed or conditioned. However, tenant may assign without the Owner's prior written consent to any party controlling, controlled by or delayed. As part under common control with Tenant provided that the assuming party has comparable credit quality to that of Tenant’s request for. An assignment, transfer or sublet by Tenant as described above will not relieve Tenant of any obligations or liability hereunder. Tenant may, upon notice to Owner, mortgage or grant a security interest in this Agreement and the Equipment and may assign this Agreement and the Equipment to any such Secured Parties or holders of security interests including their successors and assigns (hereinafter collectively referred to as a condition to"Secured Parties"). In such event, Landlord’s Owner shall execute such consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information leasehold financing as Landlord may reasonably requestbe required by Secured Parties. Owner agrees to notify Tenant and Tenant's Secured Parties simultaneously of any default by Tenant and to give Secured Parties the same right to cure any default as Tenant except that the cure period for any Secured Party shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgmentless than 10 business days after the receipt of the default notice. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in may assign this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, Agreement without the consent of the Landlord need not be obtained if the assignment of the Lease is Owner to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or to an entity which acquires Tenant's communications license from the Federal Communications Commission. In the event an assignment occurs as stated herein, the assuming party must have comparable credit quality to that of Tenant. If a Related Entitytermination, disaffirmance or rejection of the Agreement pursuant to any laws (including any bankruptcy or insolvency laws) by Tenant shall occur, or if Owner shall terminate this Agreement for any reason, Owner shall terminate this Agreement for any reason, Owner will give to the Secured Parties prompt notice thereof and Owner will give the Secured Parties the right to enter upon the Site during a 30-day period commencing upon the Secured Party's receipt of such notice for the purpose of removing any Equipment. Owner acknowledges that the Secured Parties shall be third-party beneficiaries of this Agreement.

Assignment/Subletting. Except as provided herein, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without Without the prior written consent of Landlord (which consent Landlord shall not unreasonably withhold, condition or delay, due consideration being given to the experience of the proposed assignee or subtenant in the conduct of businesses permitted by this Lease and also to the financial stature of such proposed assignee or subtenant), neither Tenant, nor Tenant’s legal representatives or successors in interest shall assign this Lease, by operation of law or otherwise, or sublet the whole or any part of the Leased Premises; and no assignment shall in any way release Tenant from its primary obligations to Landlord, which shall not be unreasonably withheld, conditioned, or delayedlimit or otherwise reduce its liability to Landlord. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periodsWithout limitation, the consent of the Landlord need not be obtained if the assignment of the Lease is to aterm “assign” as used herein, shall include: (i) parent, subsidiary an assignment of a part interest in this Lease or affiliate of Tenanta part interest in the Premises; and (ii) company with which Tenant may merge any merger, consolidation, transfer (singly or consolidate; (iiiin combination) corporation that acquires all of shares or substantially all interests constituting more than half of the total shares or interests outstanding or any other transaction the effect of stock which is directly or assets indirectly to transfer to any third party the benefits of this Lease, unless the successor would have an equal or greater net worth than Tenant in which case such transfer shall not be included in the term “assign”. Landlord shall consent to Tenant’s assignment of its rights under this Lease: (a) to a wholly owned subsidiary of Tenant; or (ivb) as security in favor of any bank or lending institution to secure any corporation which is loan or other financial accommodation by such bank or lending institution to Tenant, provided that such assignment shall not encumber, and shall remain subordinate to, the successor corporation interest of Landlord or Landlord’s mortgagee in the event Leased Premises and that such collateral assignment shall be consistent with the terms of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect provided, further, that Landlord and such mortgagee shall enter into a written agreement to an assignment that effect, in form reasonably satisfactory to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.

Assignment/Subletting. Except as provided herein4.01 Neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, Tenant shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance. The transfer of a majority of the issued and autstanding capital stock of any manner transfer corporate tenant or sublessee of this Lease or a majority of the total interest in any estate partnership tenant or interest hereunder sublessee or company, however accomplished (other than in connection with an initial public offering of the equity interests in Tenant through a recognized over-the-counter stock exchange), and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall not sublease be deemed an assignment of this Lease or of such sublease. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody 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 assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant 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. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent in each instance. A modification, amendment or extension of Landlord, which a sublease shall not be unreasonably withheld, conditioned, deemed a sublease. The listing of the name of a party or delayed. As part entity other than that of Tenant’s request for, and as a condition to, Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within ten (10) days thereafter, at Tenant’s expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. 4.02 If Tenant desires to assign this Lease or to sublet all or any portion of the Premises, it shall provide offer in writing to Landlord a notice referencing this Section 4.02 together with financial statements for a term sheet setting forth all of the relevant terms and conditions upon which Tenant is willing to assign this Lease or sublet the Premises, or portion thereof, whichever may be applicable, including, without limitation, (a) in the case of a proposed subletting, the area proposed to be sublet, and, in the case of a proposed assignment such notice shall set forth Tenant’s intention to assign this Lease, (b) the term of the proposed transferee subletting including the proposed dates of the commencement and such the expiration of the term of the proposed sublease or the effective date of the proposed assignment, as the case may be, and (c) the rents, work contributions, free rent and all other information as Landlord may reasonably request. Tenant concessions and material economic provisions that are proposed to be included in the transaction, and which shall not be entitled to receive monetary damages based upon deemed an offer (a claim that Landlord unreasonably withheld its consent “Tenant’s Recapture Offer”), (i) with respect to a proposed transfer prospective assignment, to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance terminate or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in assign this Lease to the contraryLandlord without any payment of moneys or other consideration therefor by Landlord to Tenant, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment a prospective subletting which is for all or substantially all (i.e., for a term of sublease expire with one year or less in the then-remaining Term hereunder) of the then-remaining Term, terminate this Lease with respect to the portion of the premises proposed to be sublet or (iii) with respect to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consentprospective subletting, to sublet to Landlord the portion of the Premises involved (“Leaseback Area”) for the term specified by Tenant in its proposed sublease or license a at Tenant’s proposed subrental set forth in Tenant’s Recapture Offer, and otherwise on the same terms, covenants and conditions as are contained herein and as are allocable and applicable to the portion of the Premises to a Related Entity described be covered by such subletting, unless other more favorable terms are set forth in subsection Tenant’s Recapture Offer. Tenant’s Recapture Offer shall specify the date when the Leaseback Area will be made available to Landlord, which date shall be in no event earlier than sixty (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (1060) days prior to nor later than one hundred twenty (120) days following the effective date acceptance of Tenant’s Recapture Offer (the proposed transfer, along with all applicable documentation and other information necessary for “Recapture Date”). Landlord to determine that shall have a period of thirty (30) days from the requirements of this Section 13 have been satisfied, including if applicable, the qualification receipt of such proposed transferee Tenant’s Recapture Offer (the “Landlord’s Recapture Right Outside Date”) to either accept or reject Tenant’s Recapture Offer as an affiliate of Tenant or a Related Entityaforesaid.

Assignment/Subletting. Except as provided herein, Tenant shall not assign this Lease, or in any manner transfer this Lease sublet or any estate or interest hereunder and shall not sublease license the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all or any of the foregoing actions are referred to as "Transfers" and all or any of assignees, subtenants, licensees, and other such parties are referred to as "Transferees") without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld. Notwithstanding the provisions of this Section 5.8, conditionedthis Lease may be assigned, or delayed. As part of Tenant’s request forthe Premises may be sublet, and as a condition toin whole or in part, Landlord’s consent after prior notice to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the but without consent of the Landlord need not be obtained if the assignment and without any termination right of the Lease is to a: Landlord being applicable thereto, (i) parent, subsidiary to any corporation or affiliate of Tenant; (ii) company other entity into or with which Tenant may merge be merged or consolidate; (iii) consolidated or to any corporation that acquires or entity to which all or substantially all of the shares of stock or Tenant's assets of Tenant; will be transferred, or (ivii) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the successor surviving corporation in or entity shall provide reasonable evidence that it has a creditworthiness at least equal to the event greater of a corporate reorganization (a “Related Entity”); provided, however, that (i) the net worth of Tenant as of the date of such Related Entity does not use the Premises for any other use than the use permitted by this Leasecorporate transaction, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion as of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of this Lease and shall agree in writing with the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that be bound by all of the requirements terms and conditions of this Section 13 have been satisfied, including if applicable, Lease (all of the qualification of such proposed transferee foregoing being referred to as an affiliate of Tenant a "Permitted Transfer"). If Landlord or a Related Entity.Landlord affiliate either is then marketing or in good faith expects to market any space in the ▇▇▇▇▇ ▇▇▇▇▇ Office Park for lease, which might reasonably be viewed as

Assignment/Subletting. Except A. Lessor shall have the right to sell or convey all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and the Permitted Sublessees and upon the particular purposes for which Lessee and the Permitted Sublessees intend to use the Properties in entering into this Lease. Without the prior written consent of Lessor and except as provided herein, Tenant below and for the Permitted Subleases: (i) Lessee shall not assign assign, transfer or in any manner transfer convey this Lease or any estate interest therein, whether by operation of law or otherwise; (ii) no interest hereunder in Lessee or Guarantor shall be assigned, transferred, conveyed, pledged or mortgaged, whether by operation of law or otherwise, including, without limitation, a dissolution of Lessee or Guarantor or a transfer of any of the voting stock of Lessee or Guarantor other than trades of Lessee's or Guarantor's common stock on a nationally recognized stock market or transfers of common stock of Guarantor in connection with a going private transaction so long as immediately following the transaction, ▇▇▇▇▇ ▇▇▇▇▇▇▇ directly or indirectly continues to control at least 51% of the outstanding voting capital stock of Parent (as defined below) and Parent continues to own at least 51% of the outstanding voting capital stock of Guarantor; and (iii) Lessee shall not sublease the Premises sublet all or any part thereof of any of the Properties. It is expressly agreed that Lessor may withhold or condition such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, payment to Lessor of any rentals owing under a sublease which are in excess of the rentals owing hereunder, the transfer to any assignee of all necessary licenses and franchises to continue operating the Properties for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section shall be voidable at the sole option of Lessor. C. Notwithstanding the foregoing, Lessee shall have the right to sublease any of the Properties, without the prior written consent of LandlordLessor or Lender, if the following conditions are satisfied: (1) no Event of Default shall have occurred and be continuing under this Lease as of the effective date of such sublease; (2) any such sublease shall be subordinate to this Lease and the Mortgage corresponding to the Property to which such sublease relates; (3) Lessee shall remain liable under this Lease notwithstanding such sublease; and (4) the Properties subject to such subleases shall be used as Permitted Facilities and shall otherwise be operated and maintained in accordance with the terms and conditions of this Lease. D. Notwithstanding the foregoing, if the voting capital stock of Guarantor is no longer publicly traded: (i) Uno Restaurant Holdings Corporation, a Delaware corporation, or such other Person that acquires all the voting capital stock of Guarantor in a transaction making Guarantor a privately held company ("Parent") may transfer so much of its capital stock in Guarantor for so long as Parent continues to own 51% or more of the outstanding voting capital stock of Guarantor; and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ may transfer so much of his capital stock in Parent for so long as he continues to own 51% or more of the outstanding voting capital stock of Parent (such 51% ownership interest, in each case the "Threshold Amount"). Neither Parent nor ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall transfer any voting capital stock in Guarantor or Parent, respectively, resulting in Parent or ▇▇▇▇▇ ▇▇▇▇▇▇▇ owning voting capital stock in Guarantor or Parent, respectively, in an amount less than the Threshold Amount (each, an "Excess Threshold Transfer") without Lessor's and Lender's prior written consent, which consent shall not be unreasonably withheldwithheld if: (i) no Event of Default then exists and is continuing; and (ii) if an Excess Threshold Transfer occurs prior to the third anniversary of the Effective Date, conditionedLessee provides Lessor with written reasonable evidence that following the Excess Threshold Transfer the following individuals will maintain their respective positions as officers of Guarantor for a period of not less than one year after the date of the Excess Threshold Transfer: (a) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as President and CEO, or delayed(b) ▇▇▇▇▇▇ ▇. As part of Tenant’s request for▇▇▇▇▇▇▇, Executive Vice President and Chief Financial Officer, and (c) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Executive Vice President and Chief Operating Officer. Regardless of when an Excess Threshold Transfer occurs, from and after the occurrence of an Excess Threshold Transfer, Lessee shall cause Guarantor and Parent to maintain a "Corporate Fixed Charge Coverage Ratio" (as defined below) of not less than 1.20 to 1. The term "Corporate Fixed Charge Coverage Ratio" shall mean with respect to the twelve month period of time immediately preceding the end of each fiscal quarter of Guarantor and Parent (each, a condition to"12 Month Period"), Landlord’s consent the ratio calculated for such period of time, each as determined in accordance with GAAP, of (a) the sum of Net Income, Depreciation and Amortization, Interest Expense and Operating Lease Expense, to such assignment or sublease(b) the sum of Operating Lease Expense, Tenant shall provide Landlord with financial statements for the proposed transferee scheduled principal payments of long term Debt, scheduled maturities of all Capital Leases and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease requestInterest Expense. Notwithstanding anything in this Lease the foregoing to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent a transfer of the Landlord need not be obtained if the assignment of the Lease is to acapital stock by: (i) parent▇▇▇▇▇ ▇▇▇▇▇▇▇ to a family trust or other estate planning entity controlled by ▇▇▇▇▇ ▇▇▇▇▇▇▇ and in which ▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ family members are beneficiaries, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge the estate of ▇▇▇▇▇ ▇▇▇▇▇▇▇ to family members, a family trust or consolidate; other family-owned estate planning entity or (iii) corporation that acquires all transfers by family members, a family trust or substantially all of the shares of other family-owned estate planning entity among themselves, shall not be deemed an Excess Threshold Transfer and such capital stock held by a family member, in a family trust or assets of Tenant; or (iv) another family-owned estate planning entity controlled by ▇▇▇▇▇ ▇▇▇▇▇▇▇ and in which ▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ family members are beneficiaries shall be deemed to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises be owned by ▇▇▇▇▇ ▇▇▇▇▇▇▇ for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements purposes of this Section 13 have been satisfied, including if applicable26.D. For purposes of this Section 26.D, the qualification of such proposed transferee following terms shall be defined as an affiliate of Tenant or a Related Entity.set forth below:

Assignment/Subletting. Except as provided herein, Tenant shall not assign assign, mortgage, pledge or in any manner transfer encumber this Lease or any estate or interest hereunder and shall not sublease the Premises nor sublet all or any part thereof of the Premises without the obtaining on each such occasion Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed, and provided that the term of any such sublease does not extend beyond the Term of the Lease. As If with such consent, there is any sublease of all or any part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or subleasethe Premise, Tenant shall provide pay Landlord with financial statements for (i) the proposed transferee amount by which any rent or other consideration paid to Tenant by any subtenant exceeds the amounts (including base rent and Additional Rent) which Tenant is paying Landlord under the provisions of this Lease, and (ii) any other profit or gain realized by Tenant from such other information as Landlord may reasonably requestsubletting. All sums payable hereunder by Tenant shall not be entitled paid to receive monetary damages based Landlord as Additional Rent immediately upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and the receipt thereof by Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periodsThe foregoing notwithstanding, the consent of the Landlord need shall not be obtained required if Tenant assigns or transfers the assignment Tenant's interest: (a) in connection with any merger, consolidation, reorganization or other corporate restructuring of the Tenant; or (b) in connection with any sale of all or substantially all of the stock or assets of the Tenant (and, Tenant shall be released from its liability under the Lease upon an assumption of the Lease is by any successor to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which the Tenant may merge or consolidate; (iii) corporation that who acquires all or substantially all of the shares of Tenant's stock or assets of Tenantassets); or or (ivc) to any corporation which is affiliate of the Tenant (i.e., any entity controlling, controlled by, or under common control with, directly or indirectly); provided that in any such case, the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible shall have net worth equal to or greater than $10,000,000.00Tenant as of August 31, 1999, subject to reasonable accounting adjustments. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.-11-

Assignment/Subletting. Except A. Lessor shall have the right to sell or convey all, but not less than all, of the Properties or to assign its right, title and interest as Lessor under this Lease in whole, but not in part. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, Tenant shall not assign except for obligations or liabilities accrued prior to such assignment or sale. (i) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in any manner transfer entering into this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without Lease. Without the prior written consent of Landlord, which Lessor and except as provided below: (x) Lessee shall not be unreasonably withheldassign, conditionedtransfer or convey this Lease or any interest therein, whether by operation of law or delayed. As otherwise; and (y) Lessee shall not sublet all or any part of Tenant’s request forany of the Properties. It is expressly agreed that Lessor may withhold or condition any such consent based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and as a condition tocreditworthiness of any assignee, Landlord’s consent the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to such assignment or sublease, Tenant shall provide Landlord with financial statements any assignee of all necessary licenses and franchises to continue operating the Properties for the proposed transferee purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other information as Landlord matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No assignment of this Lease nor any subletting of any of the Properties shall relieve Lessee of its obligations respecting this Lease. Any rentals owing under a sublease which are in excess of the rentals owing hereunder may reasonably request. Tenant be retained by Lessee unless an Event of Default has occurred, in which case, Lessor shall not be entitled to receive monetary damages based upon such excess rentals. Any assignment, transfer, conveyance, pledge, mortgage or subletting in violation of this Section 26 shall be voidable at the sole option of Lessor. (ii) Without the prior written consent of Lessor, no Subject Transfer shall occur. A "Subject Transfer" shall mean (x) the acquisition by a claim that Landlord Person or a "group" (as defined in Section 13(d) of the Securities Exchange Act of 1934) of 50% or more of the voting power of Lessee and such Person or group has made a filing under Section 13(d) of the Securities Exchange Act of 1934 affirmatively stating such Person's or group's intent to change control of the Lessee, (y) the consummation by the Lessee of a merger, consolidation or other reorganization if the percentage of the voting common stock of the surviving or resulting entity held or received by all persons who were owners of common stock of the Lessee immediately prior to such merger, consolidation or reorganization is less than 50.1% of the total voting common stock of the surviving or resulting entity outstanding, on a fully diluted basis, immediately after such merger, consolidation or reorganization and after giving effect to any additional issuance of voting common stock contemplated by the plan for such merger, consolidation or reorganization, or (z) Lessee becoming a non-publicly traded company. Notwithstanding the foregoing, Lessor shall not unreasonably withheld withhold or condition its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained Subject Transfer if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been following conditions are satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.:

Assignment/Subletting. Except as provided herein4.01 Neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, Tenant shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance, except to the extent otherwise permitted by the express terms located elsewhere in this Article. The transfer of a majority of the issued and outstanding capital stock of any manner transfer corporate tenant or sublessee of this Lease or a majority of the total interest in any estate partnership tenant or interest hereunder sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall not sublease be deemed an assignment of this Lease or of such sublease. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant after notice and the expiration of any applicable cure periods, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant 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 to the extent required under this Article. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within thirty (30) days after Tenant has actual notice thereof, at Tenant’s expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. 4.02 If Tenant desires to assign this Lease or to sublet all or any portion of the Premises, it shall first submit in writing to Landlord the documents described in Section 4.06 hereof, and shall offer in writing (“Tenant’s Recapture Offer”), (i) with respect to a prospective assignment, to assign this Lease to Landlord without any payment of moneys or other consideration therefor and with a release by Landlord of Tenant from any obligations under the Lease accruing after the effective date of such assignment; or, (ii) with respect to a prospective subletting of all or any lesser portion of the Premises for all or substantially all of the remainder of the Term, to terminate this Lease as to the portion of the Premises involved (the “Leaseback Area”); or (iii) with respect to a prospective subletting of all or any lesser portion of the Premises for less than all or substantially all of the remainder of the Term, to sublet to Landlord the Leaseback Area for the term specified by Tenant in its Term Sheet, as defined in Section 4.06, below, and at the rate of Fixed Annual Rent and Additional Rent, and otherwise on the same terms, covenants and conditions (including provisions relating to escalation rents), as are contained in the Term Sheet and herein and as are allocable and applicable to the portion of the Premises to be covered by such subletting. Tenant’s Recapture Offer shall specify the date when the Leaseback Area will be made available to Landlord, which date shall be in no event earlier than thirty (30) days nor later than one hundred eighty (180) days following the acceptance of Tenant’s Recapture Offer (the “Recapture Date”). Landlord shall have a period of thirty (30) days from the receipt of such Tenant’s Recapture Offer to either accept or reject Tenant’s Recapture Offer by means of assignment, subletting or termination, as the case may be. 4.03 If Landlord exercises its option to terminate this Lease as to the Leaseback Area, then (i) the Term for the Leaseback Area shall end on the date that such sublet was to become effective or commence, and (ii) Tenant shall surrender to Landlord and vacate the Leaseback Area in accordance with the terms and conditions of the Term Sheet, (iii) the Fixed Annual Rent and Additional Rent due hereunder shall be paid and apportioned to such date, and (iv) Landlord shall be free to lease the Leaseback Area (or any portion thereof) to any individual or entity including, without limitation, Tenant’s proposed assignee or subtenant. 4.04 If Landlord shall accept Tenant’s Recapture Offer as to a subletting or assignment to Landlord, Tenant shall then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease, as the case may be, in either case in a form reasonably satisfactory to Landlord’s counsel and Tenant’s counsel. If a sublease is so made to Landlord, or to anyone designated or named by Landlord, it shall expressly: (i) permit Landlord to make further subleases of all or any part of the Leaseback Area and (at no cost or expense to Tenant) to make and authorize any and all changes, alterations, installations and improvements in such space as necessary, and Tenant shall have no obligation to remove any of same or to restore the Premises with respect thereto on the Expiration Date or earlier termination of this Lease; (ii) provide that Tenant will at all times permit reasonably appropriate means of ingress to and egress from the Leaseback Area; (iii) negate any intention that the estate created under such sublease be merged with any other estate held by either of the parties; (iv) provide that Landlord shall accept the Leaseback Area “as is” except that Landlord, at Tenant’s expense, shall perform all such work and make all such alterations as may be required physically to separate the Leaseback Area from the remainder of the Premises and to permit lawful occupancy, it being intended that Tenant shall have no other cost or expense in connection with the subletting of the Leaseback Area; (v) provide that at the expiration of the term of such sublease Tenant will accept the Leaseback Area in its then existing condition, provided that such condition is suitable for normal office use and subject to the obligations of Landlord to make such repairs thereto as may be necessary to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted. 4.05 Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Leaseback Area during the period of time it is so sublet, except for Fixed Annual Rent and Additional Rent, if any, due under the within Lease, which are in excess of the rents and additional sums due under such sublease. Subject to the foregoing, performance by Landlord, or its designee, under a sublease of the Leaseback Area shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease, nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease. 4.06 If Tenant requests Landlord’s consent to a specific assignment or subletting, it shall submit in writing to Landlord with respect to each such prospective assignment or subletting (i) a fully negotiated, term sheet agreed to by both Tenant and the proposed assignee or sublessee, as the case may be, containing all of the material terms and conditions of the proposed assignment or sublease including, without limitation, the name and address of the proposed assignee or sublessee and reasonably satisfactory information as to the nature and character of the business of the proposed assignee or sublessee and the nature of its proposed use of the space (the “Term Sheet”), and (ii) banking, financial or other credit information relating to the proposed assignee or sublessee reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or sublessee. 4.07 If Landlord shall not have accepted Tenant’s Recapture Offer and Landlord shall not have terminated this Lease, as provided for in Section 4.02 hereof, then Landlord shall respond to Tenant’s request for consent to a specific assignment or subletting within the same thirty (30) days after receipt of Tenant’s Recapture Offer as set forth in Section 4.02, above, and will not unreasonably withhold its consent to Tenant’s request for consent to such specific assignment or subletting for the use permitted under this Lease, provided that: (i) The Premises shall not, without Landlord’s prior consent, have been publicly advertised for assignment or subletting at a rental rate lower than the higher of (a) the Fixed Annual Rent and all Additional Rent then payable, or (b) the then prevailing rental rate for other space in the Building; (ii) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Premises, in a manner consistent with the permitted use and in keeping with the standards of the Building; (iii) The proposed assignee or subtenant shall not then be a tenant, subtenant, assignee or occupant of any space in the Building, nor shall the proposed assignee or subtenant be a person or entity who has dealt with Landlord or Landlord’s agent (directly or through a broker) with respect to space in the Building during the four (4) months immediately preceding Tenant’s request for Landlord’s consent; (iv) The character of the business to be conducted in the Premises by the proposed assignee or subtenant shall not be likely to increase operating expenses or the burden on existing cleaning services, elevators or other services and/or systems of the Building; (v) In case of a subletting, the subtenant shall be expressly subject to all of the obligations of Tenant under this Lease and the further condition and restriction that such sublease shall not be assigned, encumbered or otherwise transferred or the Premises further sublet by the subtenant in whole or in part, or any part thereof suffered or permitted by the subtenant to be used or occupied by others, without the prior written consent of Landlord in each instance, except that Landlord, which ’s consent shall not be unreasonably withheldrequired for transfers by a sublessee in the nature of those described in Section 4.12, conditionedbelow (in such instances, references therein to “Tenant” shall be deemed to refer to “subtenant”); (vi) No subletting shall end later than one (1) day before the Expiration Date nor shall any subletting be for a term of less than two (2) years unless it is a sublease for the entire Premises; (vii) At no time shall there be more than three (3) occupants, including Tenant, in the Premises (it being agreed that Related Entities, as defined in Section 4.13, below, shall not be deemed to be occupants of the Premises for purposes hereof so long as the portion of the Premises used or occupied from them is not separately demised from the remainder of the Premises and has no separate means of ingress to and egress from the public corridors of the Building); (viii) Tenant shall reimburse Landlord on demand for any actual, out-of-pocket costs, including attorneys’ fees and disbursements, that may be incurred by Landlord in connection with said assignment or sublease; (ix) The character of the business to be conducted in the Premises by the proposed assignee or subtenant shall not require any alterations, installations, improvements, additions or other physical changes to be performed, or delayed. As part of Tenant’s request for, and as a condition made to, any portion of the Building or the Real Property other than the Premises; and (x) The proposed assignee or subtenant shall not be any entity which is entitled to diplomatic or sovereign immunity or which is not subject to service of process in the State of New York or to the jurisdiction of the courts of the State of New York and the United States located in New York County. 4.08 Any consent of Landlord under this Article shall be subject to the terms of this Article and conditioned upon there being no default by Tenant, after notice and beyond any applicable cure periods, under any of the terms, covenants and conditions of this Lease at the time that Landlord’s consent to any such subletting or assignment is requested and on the date of the commencement of the term of any proposed sublease or the effective date of any proposed assignment. Tenant acknowledges and agrees that no assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy subletting shall be an action effective unless and until Tenant, upon receiving any necessary Landlord’s written consent (and unless it was theretofore delivered to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent Landlord) causes a duly executed copy of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary sublease or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal be delivered to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least within ten (10) days prior after execution thereof. Any such sublease shall provide that the sublessee shall not violate, or create a default under, the applicable terms and conditions of this Lease to be performed by the Tenant hereunder. Any such assignment of this Lease shall contain an assumption by the assignee of all of the terms, covenants and conditions of this Lease to be performed by the Tenant from and after the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitythereof.

Assignment/Subletting. Except as provided herein, 9.1 Tenant shall not assign or its interest in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which consent Landlord may withhold in its sole, arbitrary and absolute discretion. 9.2 Tenant shall not sublet the premises or any part thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that in all events, any such subletting shall comply with each and every one of the following standards: (i) all rent and other sums payable under this Lease must continue to be paid directly to Landlord by Tenant, notwithstanding any such Related Entity does subletting; (ii) all insurance coverage provided by Tenant hereunder shall not be adversely affected, or changed, as a result of any such subletting; (iii) the subtenant's use of the Premises for premises shall not be inappropriate or have any other use than adverse impact on the use permitted premises, all as determined by Landlord in its sole discretion; (iv) the subtenant must have adequate financial resources, and have a good business reputation, all as determined by Landlord in its reasonable discretion; and (v) any such subtenant must otherwise meet the reasonable requirements of Landlord. 9.3 No consent to any assignment of this Lease, or any subletting of the premises, shall be deemed to be a consent to any subsequent assignment of this Lease or to any subletting of the premises. Any such assignment or subletting shall be void and (ii) with respect at the option of Landlord shall terminate this Lease. 9.4 No consent by Landlord to an any assignment of this Lease, or any subletting of the premises, shall relieve Tenant of any obligation to a Related Entity described in subsections (ii) and (iii)be performed by Tenant under this Lease, such Related Entity has a tangible net worth equal to whether arising before or greater than $10,000,000.00. Landlord agrees that after the assignment or subletting. 9.5 Tenant shall have the rightreimburse Landlord on demand for all costs, without Landlord’s consentexpenses, and attorneys fees, incurred by Landlord in reviewing any proposal by Tenant to sublease assign this Lease or license a sublet all or any portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitypremises.

Assignment/Subletting. Except as provided herein, (a) Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof not, without the prior written consent of Landlord, which shall not be unreasonably withheld: (i) assign, conditionedconvey, mortgage or otherwise transfer this Lease or any interest hereunder, or delayedsublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (ii) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. As part of Tenant’s request forAny such transfer, and sublease or use described in the preceding sentence (herein referred to as a condition to“Transfer”, which term shall include any reassignment of this Lease after any initial assignment of this Lease by the Tenant named herein, or any subsequent reassignment and any assignment of any sublease with respect to all or any portion of the Premises and any sub-subleasing of any portion of the Premises previously subleased) occurring without the prior written consent of Landlord shall be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord’s consent to any Transfer or acceptance of rent from any party other than Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignment or subleaseassignee assumes the obligations of Tenant hereunder. (b) If Tenant desires the consent of Landlord to a Transfer, Tenant shall provide Landlord with financial statements for submit to Landlord, at least sixty (60) days prior to the proposed transferee and effective date of the Transfer, a written notice which includes such other information as Landlord may reasonably requestrequire about the proposed Transfer and the transferee, including: (i) the name, business and financial condition of the prospective transferee, (ii) a true and complete copy of the proposed instrument containing all of the terms and conditions of such transfer, (iii) a written agreement of the assignee, subtenant or licensee, in recordable form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenants, and conditions of this Lease, and (iv) such other factors as Landlord may reasonably deem relevant. Tenant If Landlord does not terminate this Lease, in whole or in part, pursuant to Section 5.1.11(c), Landlord shall not unreasonably withhold its consent to any assignment or sublease. Landlord shall not be entitled deemed to receive monetary damages based upon a claim that Landlord have unreasonably withheld its consent if, in the judgment of Landlord: (i) the transferee is of a character or engaged in a business which is not in keeping with the standards or criteria used by Landlord in leasing the Building; (ii) the financial condition of the transferee is such that it may not be able to perform its obligations in connection with this Lease; (iii) the purpose for which the transferee intends to use the Premises or portion thereof is in violation of the terms of this Lease or the lease of any other tenant in the Building; (iv) the transferee is a tenant of the Building and Landlord has been in active negotiations with said tenant at any point during the prior three (3) months; (v) consent to the Transfer would violate any provisions of a Superior Mortgage, or (vi) any other basis which Landlord reasonably deems appropriate. If Landlord consents to any Transfer, Tenant shall pay to Landlord fifty percent (50%) of all rent and other consideration received by Tenant in excess of the Rent paid by Tenant hereunder for the portion of the Premises so transferred. Such rent shall be paid as and when received by Tenant. In addition, Tenant shall pay to Landlord any reasonable attorneys’ fees and expenses incurred by Landlord in connection with any proposed Transfer, whether or not Landlord consents to such Transfer. (c) Other than with respect to a Transfer permitted by subsection (d) below, Landlord shall have the right to terminate this Lease as to that portion of the Premises covered by a Transfer. Landlord may exercise such right to terminate by giving notice to Tenant at any time within thirty (30) days after the date on which Tenant has furnished to Landlord all of the items required under Section 5.1.11(b) above. If Landlord exercises such right to terminate, Landlord shall be entitled to recover possession of, and Tenant shall surrender such portion of, the Premises (with appropriate demising partitions erected at the expense of Landlord) on the later of (i) the effective date of the proposed Transfer, or (ii) sixty (60) days after the date of Landlord’s notice of termination. In the event Landlord exercises such right to terminate, Landlord shall have the right to enter into a lease with the proposed transferee without incurring any liability to Tenant on account thereof. (d) Notwithstanding the prohibitions set forth in subsection (a) above, Tenant may, without Landlord’s consent, assign its interest in this Lease or sublet the Premises to a corporation or other entity which shall (i) control, (ii) be under the control of, or (iii) be under common control with, Tenant (the term “control” as used herein shall mean ownership of more than 50% of the outstanding voting stock of a corporation, or other equivalent equity and control interest if Tenant is not a corporation) so long as (A) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease (except if such assignment or sublease is made for a valid intracorporate business purpose to an entity described in clause (iii) above) and is not made to circumvent the provisions of this section, (B) any such assignee or sublessee shall have a net worth, determined in accordance with generally accepted accounting principles, consistently applied, after giving effect to such assignment or sublease equal to or greater than Tenant’s net worth, as so determined, on the date of such assignment, (C) the Tenant named herein shall remain liable for all obligations of Tenant under this Lease, (D) prior to such assignment, such assignee shall enter into a written agreement with Landlord agreeing to be directly bound to Landlord under the terms of this Lease and (E) Tenant provides at least thirty (30) days’ prior written notice to Landlord of such assignment or sublease and copies of any relevant documentation relating to same. (e) In no event shall any Transfer release or relieve Tenant from its obligations to fully observe or perform all of the terms, covenants and conditions of this Lease on its part to be observed or performed. It is agreed that the liabilities and obligations of Tenant hereunder are enforceable either before, simultaneously with, or after proceeding against any assignee, sublessee or other transferee of Tenant. Further, Tenant agrees that the amount of any rent or other payment for the use or occupancy of all or any part of the Premises, by sublease, license, assignment of this Lease, or otherwise, shall not depend, in whole or in part, on the income or profits derived by any person or entity from the Premises, other than an amount based on a fixed percentage or percentages of gross receipts or sales. (f) Notwithstanding any transfer of this Lease, Tenant’s (and any guarantor’s) liability to Landlord shall in all events remain direct and primary. Any transferee of all or a substantial part of Tenant’s interest in the Premises shall be deemed to have agreed directly with Landlord to be jointly and severally liable with Tenant for the performance of all of Tenant’s covenants under this Lease; and such assignee shall upon request execute and deliver such instruments as Landlord reasonably requests in confirmation thereof (and agrees that its failure to do so shall be subject to the default provisions hereof). Landlord may collect rent and other charges from such transferee (and upon notice such transferee shall pay directly to Landlord) and apply the net amount collected to the rent and other charges herein reserved, but no transfer shall be deemed a waiver of the provisions of this Section, or the acceptance of the transferee as a tenant, or a release of Tenant or any guarantor from direct and primary liability for the performance of all of the covenants of this Lease. The consent by Landlord to any transfer shall not relieve Tenant from the obligation of obtaining the express consent of Landlord to any modification of such transfer or a further assignment, subletting, license or occupancy; nor shall Landlord’s consent alter in any manner whatsoever the terms of this Lease, to which any transfer at all times shall be subject and subordinate. The breach by Tenant of any covenant in this Section shall be a default for which there is no cure period. (g) Notwithstanding the foregoing, Landlord’s consent shall not be required under this Section to (i) Tenant’s merger with or consolidation into an entity, or where all or substantially all of the ownership interests in Tenant are sold to an entity (ii) the assignment of this Lease or the subletting of the Premises to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); ’s assets, provided, however, that (iA) any such Related Entity does not use the Premises for any other use than the use permitted by this Leaseassignee or sublessee shall have a net worth, and (ii) determined in accordance with respect generally accepted accounting principles, consistently applied, after giving effect to an such assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth or sublease equal to or greater than $10,000,000.00. Landlord agrees that Tenant’s net worth, as so determined, on the date of such assignment, (B) the Tenant named herein shall have the right, without Landlord’s consent, to sublease or license a portion remain liable for all obligations of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by Tenant under this Lease. , (C) prior to such assignment, such assignee shall enter into a written agreement with Landlord agreeing to be directly bound to Landlord under the terms of this Lease and (D) Tenant shall give Landlord provides at least thirty (30) days’ prior written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate assignment or sublease and copies of Tenant or a Related Entityany relevant documentation relating to same.

Assignment/Subletting. (a) Subtenant shall not voluntarily, by operation of law, or otherwise, directly or indirectly, assign, collaterally assign, mortgage, pledge, hypothecate or otherwise encumber this Sublease, or any of Subtenant’s rights or interests hereunder, and Subtenant shall not permit the use or occupancy of the Premises by anyone other than Subtenant. Any attempt to do any of the foregoing shall be void and of no effect and shall be a Default under this Sublease. (b) Except as provided hereinin Section 12(c) below, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and Subtenant shall not sublease the Premises Premises, or any part thereof portion of the Premises, without the prior written consent of LandlordSublandlord. Any proposed sublease shall also be subject to the approval by Landlord in accordance with the Prime Lease. (c) Notwithstanding the foregoing, which Sublandlord shall not be unreasonably withheldwithhold, conditionedcondition, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld delay its consent to a proposed transfer sublease to a an unrelated third party party, provided that (i) Subtenant notifies Sublandlord of the proposed sublease at least thirty (30) days prior to the effective date thereof, (ii) the proposed sublease satisfies the requirements set forth in Sections 12(d) and Tenant(g) below, and (iii) after giving effect to the proposed sublease, there are not more than three (3) occupants of the Premises (including Subtenant), the parties acknowledging that Sublandlord shall have the right to approve or disapprove, in Sublandlord’s sole remedy discretion, any sublease that does not satisfy the foregoing requirements. (d) All proposed subleases by Subtenant shall be an action in form and substance reasonably satisfactory to enforce any such provision through specific performance or declaratory judgment. Tenant Sublandlord and shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrarycontain, so long as Tenant is not in default under this Lease beyond applicable notice and cure periodsinter alia, the consent of the Landlord need not be obtained if the assignment of the Lease is to afollowing provisions: (i) parentany sublease shall be for a term expiring not later than the expiration of the Term, subsidiary and shall include provisions that (A) the sublease is expressly subject to the terms and provisions of this Sublease and the Prime Lease, (B) the subtenant will perform and observe the provisions of this Sublease (other than the rental obligations of Subtenant) as it applies to the portion of the Premises sublet, and a failure to do so will constitute a default by Subtenant hereunder (unless Subtenant performs such provisions and cures any such non-observance within the time periods required of Subtenant hereunder), (C) the sublease will terminate automatically upon the termination of this Sublease or affiliate the Prime Lease, and (D) upon termination of Tenant; this Sublease or the Prime Lease, subtenant will vacate and surrender the sublet area as and in the condition required by this Sublease, regardless of any contrary provision contained in the sublease, and (ii) company with which Tenant may merge any such sublease shall specify that the sublease shall not be further assigned, nor the subleased premises further sublet without the prior consent of Sublandlord and Landlord as provided herein. The consent by Sublandlord to any subletting to any person or consolidate; entity shall not be construed as a waiver or release of Subtenant from any provision of this Sublease or any of its obligations under this Sublease, unless expressly agreed to in writing by Sublandlord (iii) corporation it being understood that acquires all Subtenant shall remain primarily liable as a principal and not as a guarantor or substantially all surety), nor shall the collection or acceptance of rent from any such subtenant constitute a waiver or a release of Subtenant from any such provision or obligation. No consent by Sublandlord to any such subletting in any one instance shall constitute a waiver of the shares of stock or assets of Tenant; or necessity for such consent in a subsequent instance. (ive) Notwithstanding anything to the contrary in this Sublease, Subtenant acknowledges and agrees that its sole remedy with respect to any corporation which assertion that Sublandlord’s failure to consent to any subletting is unreasonable shall be that of specific performance, plus, if the successor corporation in the event proposed subtenant elects not to proceed with a sublease because of a corporate reorganization (a “Related Entity”); Sublandlord’s unreasonable failure to consent, Subtenant’s actual damages, provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by Sublandlord shall have no liability under this Leaseprovision unless Sublandlord was required to be reasonable pursuant to Section 12(c) of this Sublease, and (ii) in no event shall Sublandlord be liable for any consequential or punitive damages. Subtenant shall have no other claim or cause of action against Sublandlord as a result of Sublandlord’s actions in refusing consent thereto, Subtenant hereby waiving all other rights and remedies. (f) Any subletting which does not comply with respect the provisions of this Section 12 shall be automatically void and of no force and effect. (g) During the first two (2) years of the Term, Subtenant shall not sublease or offer to an assignment sublease any portion of the Premises, other than pursuant to a Related Entity described in subsections Permitted Sublease (iias hereinafter defined). After the last day of the second (2nd) and (iii)year of the Term, such Related Entity has a tangible net worth equal to Subtenant shall not sublease or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, offer to sublease or license a any portion of the Premises to a Related Entity described any tenant not in subsection (i) above, provided that such Related Entity does not use keeping with the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date image of the proposed transferBuilding. As used herein, along a “Permitted Sublease” means a sublease of a portion of the Premises, not to exceed 5,000 rentable square feet, to a single tenant that is in keeping with all applicable documentation and other information necessary for Landlord to determine that the requirements image of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityBuilding.

Assignment/Subletting. Except as provided herein, A. Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof not, without the Landlord’s prior written consent of Landlordconsent, which in each instance shall not be unreasonably withheld, conditionedconditioned or delayed: (i) assign, transfer, hypothecate, mortgage, encumber, or delayedconvey, or subject to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it; (ii) allow any transfer of, or any lien upon, Tenant’s interest in this Lease by operation of law; (iii) sublet the Premises in whole or in part or (iv) allow the use or occupancy of any portion of the Premises for a use other than the Use or by anyone other than Tenant or Tenant’s employees, contractors, subcontractors or consultants. As part Tenant shall have the right to sublet or assign all or any portion of the Premises to any related entity or affiliate of Tenant, by merger, acquisition, consolidation, or any successor company, without Landlord’s request forapproval or consent. Tenant shall provide written notice of any such assignment or sublease. Notwithstanding the foregoing, and as a condition toshould any provision, rule or law governing Landlord’s consent to a sublease or assignment require Landlord to exercise reason in the consideration of the granting or denying of consent, Landlord may take into consideration the business activity, reputation and creditworthiness of the proposed subtenant or assignee; any required alteration of the Premises: the intended use of the Premises by the proposed subtenant or assignee; the estimated pedestrian and vehicular traffic in the Premises and to the Building which would be generated by the proposed subtenant or assignee; any potential environmentally hazardous activities engaged in by the proposed subtenant or assignee; provided further, however, that if Landlord does not consent to a sublease or assignment to any subtenant or assignee which is a governmental agency, which is a present tenant in the Building, or with whom Landlord or its agents has discussed tenancy within the Building, same shall not be deemed to be unreasonable. B. If Tenant shall, with Landlord’s prior consent as herein required, sublet the Premises, an amount equal to half the rental in excess of the Rent and any Additional Rent herein (after subtracting all sublease transaction costs) provided to be paid, shall be for the benefit of Landlord and shall be paid to Landlord promptly when due under any such assignment or subleasesubletting as Additional Rent. C. If Tenant is an entity whose ownership is not publicly held, and if during the Term, the ownership of the control of Tenant changes, Tenant shall provide notify Landlord with financial statements for of such change within five (5) days thereof. The term “control” as used herein means the proposed transferee and such other information as Landlord may reasonably requestpower to directly or indirectly direct or cause the direction of the management or policies of Tenant. A change or series of changes in ownership of stock which would result in direct or indirect change in ownership by the stockholders or an affiliated group or stockholders of less than fifty (50%) percent of the outstanding stock shall not be considered a change of control. A change in ownership resulting from an initial public offering of the shares of Tenant shall not be entitled to receive monetary damages based upon considered a claim that change of control. D. Tenant shall, by notice in writing, advise Landlord unreasonably withheld of its consent to intention from, on and after a proposed transfer to a third party and stated date (which shall not be less than sixty (60) days after the date of the giving of Tenant’s sole remedy shall be an action notice to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in Landlord) to assign this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge sublet any part or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for the balance or any other use than part of the use permitted by this LeaseTerm, and (ii) with respect to an assignment to a Related Entity described and, in subsections (ii) and (iii)such event, such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlordto be exercised by giving written notice to Tenant within fifteen (15) days after receipt of Tenant’s consentnotice, to sublease terminate this Lease with respect to the space described in Tenant’s notice as of the date stated in Tenant’s notice for the commencement of the proposed assignment or license sublease. Tenant’s notice shall include the name and address of the proposed assignee or subtenant, a portion true and complete copy of the proposed assignment or sublease, and sufficient information as Landlord deems necessary to allow Landlord to determine the financial responsibility and character of the proposed assignee or subtenant. If Tenant’s notice covers all of the Premises and if Landlord exercises its right to a Related Entity described terminate this Lease with respect to such space, then the Term of this Lease shall expire and end on the date stated in subsection (i) above, provided that such Related Entity does not use Tenant’s notice for the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date commencement of the proposed transferassignment or sublease as fully and completely as if that date had been the Expiration Date. If, along however, Tenant’s notice covers less than all of the Premises, and if Landlord exercises its right to terminate this Lease with all applicable documentation and other information necessary respect to such space described in Tenant’s notice then as of the date stated in Tenant’s notice for Landlord to determine that the requirements commencement of this Section 13 have been satisfied, including if applicablethe proposed sublease, the qualification Rent and Tenant’s Proportion as defined herein shall be adjusted on the basis of the number of rentable square feet retained by Tenant, and this Lease as so amended shall continue thereafter in full force and effect. E. Landlord’s consent to any assignment or subletting shall not release Tenant of liability under this Lease or permit any subsequent prohibited act, unless specifically provided in such proposed transferee as an affiliate written consent. Tenant agrees to pay to Landlord, on demand, all reasonable third- party out-of-pocket costs actually incurred by Landlord in connection with any request by Tenant of Tenant Landlord in connection with any consent to any assignment or a Related Entitysubletting by Tenant.

Assignment/Subletting. Except as provided herein, Tenant (a) Lessee shall not assign have the right to sublet or transfer (by assignment, or in any other manner (hereinafter referred to as sublet)) this Lease, or mortgage or otherwise encumber the leasehold interest of Lessee without first giving Lessor a written request for such transfer this Lease or any estate or interest hereunder and shall not sublease without first obtaining in each and every instance the Premises or any part thereof without the prior previous written consent of Landlordthe Lessor. Any assignment or hypothecation of the Demised Premises without the written consent of Lessor, shall be null and void. In no event shall Lessee be released from any liability hereunder. (b) In the event that Lessee desires to sublet the Demised Premises, in whole or in part, Lessee shall notify Lessor of its intention to do so. Lessor shall have thirty (30) days from the receipt of said notice to cancel this Lease, in which event Lessor shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request fornotify Lessee, and this Lease shall terminate as a condition to, Landlordof the ninetieth (90th) day following Lessee’s consent notice to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee Lessor and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy Lessee shall be an action to enforce relieved of any such provision through specific performance or declaratory judgmentfurther liability hereunder. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease Subject to the contraryterms of paragraph (e) herein, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event Lessee serves such notice of its intention to sublet upon Lessor and Lessor does not exercise its said option to cancel within said 30-day period and there are no other conditions that might prevent a sublet, Lessee may then solicit sublet proposals for the Demised Premises, in whole or in part, at the then current market rental rate, for Lessor’s approval. (c) Market rental shall be defined as mutually agreed between Lessor and Lessee. If Lessor and Lessee cannot agree on the definition of market rental, then the market rental shall be set by an M.A.I. licensed real estate appraiser acceptable to both Lessor and Lessee. (d) Upon submission to Lessor by Lessee of a corporate reorganization Sublet Agreement for the Demised Premises, in whole or in part, (a “Related Entity”); providedsaid Agreement being subject to the Lessor’s written approval, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Leasemortgagee’s written approval, and this underlying Lease) executed by and between the Sublessor (ii) with respect to an assignment to a Related Entity described in subsections (iiand assigns) and (iii)Sublessee, such Related Entity has a tangible net worth equal Lessor may again at Lessor’s sole option, elect to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion terminate this Lease as of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfertransfer or sublet by giving Lessee written notice thereof within ten (10) days of Lessee’s submission of said Sublet Agreement to Lessor. In the event that Lessor so elects to terminate this Lease, along with all applicable documentation the same will terminate and other information necessary Lessee shall be released from liability hereunder for Landlord to determine that the requirements balance of the Term of this Section 13 Lease. In the event that Lessor does not notify Lessee within said ten (10) day period of Lessor’s intent to terminate this Lease, then Lessee may enter into such Sublet Agreement with subtenant. In no event, however, shall Lessee be permitted to sublet the Demised Premises at a rental rate less than the then current market rental. In the event of a Sublet only Lessor’s right to terminate this Lease under this Article shall apply only to that portion of the Demised Premises being Sublet Bldg 100 032400 Final (e) Notwithstanding anything contained herein to the contrary, Lessee shall have been satisfied, including the right (which shall not be subject to Lessor’s right of termination) to sublet up to 75 % of the Demised Premises. Such right is subject to the following: That Lessee is not in default under the terms and conditions of the Lease or if applicable, the qualification Lessee’s is in a non monetary default and is diligently prosecuting to cure such non monetary default within 90 days of such proposed transferee default, Lessee may Sublet.; and, That such Sublet is not more than 85% of the term of the Lease; and, Lender’s right of approval. All Sublets shall be subject to Lessor’s right to recapture of 50 % of any profit derived from such Sublet by Lessee. Profit for the purpose of this paragraph shall mean the excess of the net rent paid under the Sublet over the net rent paid by Lessee, less brokerage, Lessee’s reasonable attorney’s fees and construction costs related to the Sublet amortized over the life of the Sublet. Such Profit shall be paid to Lessor as an affiliate additional rent over the term of Tenant or a Related Entitythe Sublet. (f) Nothing contained herein shall be construed to release Lessee of any of its obligations under the terms and conditions of the Lease. (g) Where Lessor’s consent is required per this Article, such consent shall not be unreasonably withheld.

Assignment/Subletting. Except as provided herein(a) Subtenant, Tenant for itself, its heirs, distributees, executors, administrators, legal representatives, and permitted successors and assigns, expressly covenants that it shall not assign assign, mortgage or in any manner transfer encumber this Lease Sublease, nor sublet, or any estate suffer or interest hereunder and shall not sublease permit the Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord, Sublandlord (which consent shall not be unreasonably withheldwithheld or delayed beyond ten (10) business days after the date Master Landlord gives its written consent thereto, conditionedprovided that Master Landlord has consented thereto) and Master Landlord and without complying with all of the terms and conditions of the Master Lease in each instance. If this Sublease be assigned, or delayedif the Premises or any part thereof be underlet or occupied by anybody other than Subtenant, Sublandlord may, after default by Subtenant, collect. As rent from the assignee, sub-Subtenant 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, sub-Subtenant or occupant as Subtenant, or a release of Subtenant from the further performance by Subtenant of any of the covenants on the part of Tenant’s request forSubtenant herein contained. Notwithstanding anything to the contrary contained herein, provided that Master Landlord has consented to the transfer and as a condition to, Landlord’s consent transferee has the financial ability to such perform its obligations under the assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall Sublandlord agrees not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld withhold its consent to a proposed transfer sublease or assignment of this Sublease. The consent by Sublandlord to an assignment or underletting shall not in any wise be construed to relieve Subtenant from obtaining the express consent in writing of Sublandlord to any further assignment or underletting. (b) Notwithstanding anything herein to the contrary, Subtenant may assign this Sublease or sublet or permit occupation of all or a third party portion of the Premises without the consent of Sublandlord to any company which is the parent company of Subtenant, or which is a subsidiary or affiliate of Subtenant or which is an affiliate of Subtenant whose management is controlled by, and Tenant’s sole remedy of which at least fifty percent (50%) of the ownership interest therein is owned by, Subtenant, provided that: (i) the net worth of such assignee or sublessee is at least equal to or greater than the net worth of Subtenant as of the date of this Sublease or the date of such assignment or subletting, whichever is greater (in no event shall the foregoing net worth requirement apply to the mere occupation of the Premises by a parent, subsidiary or affiliate of Subtenant, even if deemed an assignment by operation of law, provided that the net worth of such parent, subsidiary or affiliate shall be an action sufficient to enforce fulfill its obligations as Subtenant under this Sublease but only to the extent it has assumed any such provision through specific performance obligations under the Sublease; provided that such occupation or declaratory judgment. Tenant assignment by operation of law is not merely a subterfuge to avoid the consent and other requirements of this Article 13), (ii) Subtenant shall reimburse Landlord provide Sublandlord with written notice at the time such assignment or subletting occurs, which notice shall be accompanied by copies of the assignment or subletting documents, as relevant, (iii) neither such assignment’ nor such subletting shall release Subtenant from any of Subtenant’s obligations hereunder, and (v) such assignment, occupation or subletting shall otherwise be on all of the terms and conditions of this Sublease. (c) If Subtenant assigns this Sublease or sublets all or a portion of the Premises for its actual reasonable a base rent in excess of the Fixed Rent due hereunder (based on a per square foot basis, in the case of a subletting of less than all of the Premises), then Subtenant shall promptly pay over to Sublandlord, as and when such base rent is paid to Subtenant, fifty percent (50%) of the amount of such excess base rent, after Subtenant has deducted any costs and expenses Subtenant has incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is sub-subletting for brokerage commissions (not in default under this Lease beyond applicable notice and cure periods, the consent excess of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iiiprevailing rates), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation reasonable tenant improvement costs and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityreasonable attorneys’ fees.

Assignment/Subletting. Except as provided herein4.01 Neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, Tenant shall not assign assign, mortgage or in any manner transfer otherwise encumber this Lease Lease, or any estate sublet or interest hereunder and shall not sublease permit all or part of the Premises or any part thereof to be used by others, without the prior written consent of Landlord, which shall not be unreasonably withheldgranted or withheld in each instance in accordance with the terms of this Lease, conditionedsubject, however, to the provisions of Section 4.09 hereof. The transfer of a majority of the issued and outstanding capital stock of any corporate tenant or sublessee of this Lease or a majority of the total interest in any partnership tenant or sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall be deemed an assignment of this Lease or of such sublease. If this Lease is assigned, or delayed. As if the Premises or any part thereof is underlet or occupied by any person or entity 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 assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of TenantTenant 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. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s request forprior written consent in each instance, and as except in accordance with the terms of this Lease. A modification, amendment or extension of a condition to, sublease shall be deemed a sublease. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within twenty (20) days thereafter, at Tenant’s expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. 4.02 If Tenant desires to assign this Lease or to sublet all or any portion of the Premises, it shall first submit in writing to Landlord the documents described in Section 4.06 hereof, and shall offer in writing (“Tenant’s Recapture Offer”), (i) with respect to a prospective assignment, to assign this Lease to Landlord without any payment of moneys or other consideration therefor, or, (ii) with respect to a prospective subletting, to sublet to Landlord the portion of the Premises involved (“Leaseback Area") for the term specified by Tenant in its proposed sublease or, at Landlord’s option in the event such prospective subletting is of all or substantially all of the Premises, for the balance of the term of the Lease less one (1) day, and in any such case of a prospective subletting at the lower of (a) Tenant’s proposed subrental or (b) the rate of Fixed Annual Rent and Additional Rent, and otherwise on the same terms, covenants and conditions (including provisions relating to escalation rents), as are contained herein and as are allocable and applicable to the portion of the Premises to be covered by such subletting. Tenant’s Recapture Offer shall specify the date when the Leaseback Area will be made available to Landlord, which date shall be in no event earlier than forty five (45) days nor later than one hundred eighty (180) days following the acceptance of Tenant’s Recapture Offer (the “Recapture Date”). If an offer of sublease is made, and if the proposed sublease will result in all or substantially all of the Premises being sublet for the balance or substantially the balance of the Term hereof, then Landlord shall have the option to extend the term of its proposed sublease for the balance of the term of this Lease less one (1) day. Landlord shall have a period of thirty (30) days from the receipt of such Tenant’s Recapture Offer to either accept or reject Tenant’s Recapture Offer or, with respect to a proposed assignment of this Lease or sublease of all or substantially all of the Premises for the balance or substantially the balance of the Term, to terminate this Lease. Notwithstanding anything contained herein to the contrary, but subject to the provisions of Section 4.09 of this Article, the provisions of this Section 4.02 shall not apply to an assignment of this Lease or sublet of the Premises or portion thereof to a “Related Entity" (defined below). 4.03 If Landlord exercises its option to terminate this Lease pursuant to Section 4.02 of this Article, then (i) the term of this Lease shall end on the Recapture Date and (ii) Tenant shall surrender to Landlord and vacate the Premises on or before such date in the same condition as is otherwise required upon the expiration of this Lease by its terms, (iii) the Rent and Additional Rent due hereunder shall be paid and apportioned to such date, and (iv) Landlord shall be free to lease the Premises (or any portion thereof) to any individual or entity including, without limitation, Tenant’s proposed assignee or subtenant. 4.04 If Landlord shall accept Tenant’s Recapture Offer Tenant shall then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease, as the case may be, in either case in a form reasonably satisfactory to Landlord’s counsel. If a sublease is so made it shall expressly: (i) permit Landlord to make further subleases of all or any part of the Leaseback Area and (at no cost or expense to Tenant) to make and authorize any and all changes, alterations, installations and improvements in such space as necessary; (ii) provide that Tenant will at all times permit reasonably appropriate means of ingress to and egress from the Leaseback Area; (iii) negate any intention that the estate created under such sublease be merged with any other estate held by either of the parties; (iv) provide that Landlord shall accept the Leaseback Area "as is" except that Landlord, at Tenant’s expense, shall perform all such work and make all such alterations as may be required physically to separate the Leaseback Area from the remainder of the Premises and to permit lawful occupancy, it being intended that Tenant shall have no other cost or expense in connection with the subletting of the Leaseback Area; (v) provide that at the expiration of the term of such sublease Tenant will accept the Leaseback Area in its then existing condition, subject to the obligations of Landlord to make such repairs thereto as may be necessary to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted. 4.05 Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Leaseback Area during the period of time it is so sublet, except for Fixed Annual Rent and Additional Rent, if any, due under the within Lease, which are in excess of the rents and additional sums due under such sublease(and the amount of Fixed Annual Rent and Additional Rent payable by Tenant hereunder shall be reduced by the amount of Fixed Annual Rent and Additional Rent for which Landlord is indemnifying Tenant pursuant to the provisions of this Section 4.05). Subject to the foregoing, performance by Landlord, or its designee, under a sublease of the Leaseback Area shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease, nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease. 4.06 If Tenant requests Landlord’s consent to a specific assignment or subletting, it shall submit in writing to Landlord (i) the name and address of the proposed assignee or sublessee, (ii) a duly executed counterpart of the proposed agreement of assignment or sublease, (iii) reasonably satisfactory information as to the nature and character of the business of the proposed assignee or sublessee and as to its proposed use of the space, and (iv) banking, financial statements or other credit information relating to the proposed assignee or sublessee reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or sublessee. 4.07 If Landlord shall not have accepted Tenant’s Recapture Offer and Landlord shall not have terminated this Lease, as provided for in Section 4.02 hereof, then Landlord will not unreasonably withhold or delay its consent to Tenant’s request for consent to such specific assignment or subletting for the proposed transferee use permitted under this Lease, provided that: (i) The Premises shall not, without Landlord’s prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental rate lower than the higher of (a) the Fixed Annual Rent and such all Additional Rent then payable, or (b) the then prevailing rental rate for other information as Landlord may reasonably request. Tenant space in the Building; provided, however that this Section 4.07(i) shall not be entitled deemed to receive monetary damages based upon prevent Tenant from effectuating an assignment or sublease at a claim that rental rate lower than the then prevailing rental rate for other space in the Building; (ii) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Premises, in a manner consistent with the Permitted Use or otherwise acceptable to Landlord unreasonably withheld its consent (in Landlord’s sole discretion) and in keeping with the standards of the Building; (iii) The proposed assignee or subtenant shall not then be a tenant, subtenant, assignee or occupant of any space in the Building, nor shall the proposed assignee or subtenant be a person or entity who has dealt with Landlord or Landlord’s agent (directly or through a broker) with respect to a proposed transfer to a third party and space in the Building during the six (6) months immediately preceding Tenant’s sole remedy request for Landlord’s consent, provided that in any such case, Landlord then has comparable space for a reasonably comparable term available or becoming available for lease in the Building; (iv) The character of the business to be conducted in the Premises by the proposed assignee or subtenant shall not be likely to increase operating expenses or the burden on existing cleaning services, elevators or other services and/or systems of the Building; (v) In case of a subletting, the subtenant shall be an action expressly subject to enforce all of the obligations of Tenant under this Lease and the further condition and restriction that such sublease shall not be assigned, encumbered or otherwise transferred or the Premises further sublet by the subtenant in whole or in part, or any such provision through specific performance part thereof suffered or declaratory judgment. permitted by the subtenant to be used or occupied by others, without the prior written consent of Landlord in each instance; (vi) No subletting shall end later than one (1) day before the Expiration Date nor shall any subletting be for a term of less than one (1) year unless it commences less than one (1) year before the Expiration Date; (vii) At no time shall there be more than two (2) occupants, including Tenant, in the Premises; (viii) Tenant shall reimburse Landlord on demand for its actual any reasonable costs costs, including reasonable attorneys’ fees and expenses disbursements that may be incurred by Landlord in connection with such reviewing said assignment or sublease; (ix) The character of the business to be conducted in the Premises by the proposed assignee or subtenant shall not require any alterations, installations, improvements, additions or other physical changes to be performed, or made to, any portion of the Building or the Real Property other than the Premises; and (x) The proposed assignee or subtenant shall not be any entity which is entitled to diplomatic or sovereign immunity or which is not subject to service of process in the State of New York or to the jurisdiction of the courts of the State of New York and the United States located in New York County. 4.08 Any consent of Landlord under this Article shall be subject to the terms of this Article and conditioned upon there being no default by Tenant, beyond any grace period, under any of the terms, covenants and conditions of this Lease at the time that Landlord’s consent to any such subletting or assignment is requested and on the date of the commencement of the term of any proposed sublease requestor the effective date of any proposed assignment. Notwithstanding anything in Tenant acknowledges and agrees that no assignment or subletting shall be effective unless and until Tenant, upon receiving any necessary Landlord’s written consent (and unless it was theretofore delivered to Landlord) causes a duly executed copy of the sublease or assignment to be delivered to Landlord within ten (10) days after execution thereof. Any such sublease shall provide that the sublessee shall comply with all applicable terms and conditions of this Lease to be performed by Tenant hereunder. Any such assignment of this Lease shall contain an assumption by the contraryassignee of all of the terms, covenants and conditions of this Lease to be performed by Tenant. 4.09 Anything hereinabove contained to the contrary notwithstanding, so long as Tenant is not in default under this Lease beyond the grace period applicable notice and cure periodsto such default, the if any, Landlord's consent shall not be required for an assignment of this Lease, or sublease of all or part of the Landlord need not be obtained if Premises for the assignment of the Lease is uses permitted hereunder, to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, Entity provided that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, Landlord is given prior notice thereof and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine reasonably satisfactory proof that the requirements of this Section 13 Lease have been satisfiedmet and Tenant agrees to remain primarily liable, including if applicablejointly and severally, with any transferee or assignee, for the qualification of such proposed transferee as an affiliate obligations of Tenant under this Lease and (ii) in Landlord's reasonable judgment the proposed assignee or subtenant is engaged in a Related Entitybusiness and the Premises, or the relevant part thereof, will be used in a manner which (x) is in keeping with the standards of the Building and (y) would not adversely affect or increase Landlord’s cost in the operation of the Building. 4.10 For purposes of this Article:

Assignment/Subletting. Except as provided herein, Tenant shall not assign assign, transfer, mortgage or in any manner transfer encumber this Lease or sublet the Leased Premises other than to an entity affiliated with Tenant without obtaining the prior written consent of Landlord, nor shall any estate assignment or interest hereunder and shall not sublease the Premises transfer of this Lease be effectuated by operation of law or any part thereof otherwise without the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld by Landlord. In the event that Tenant desires to assign this Lease, conditionedsublet the Leased Premises, or delayed. As permit occupancy or use of the Leased Premises or any part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment thereof by another party or subleaseparties, Tenant shall provide Landlord with financial statements for thirty (30) days advance written notice of Tenant's bona fide proposed assignment or subletting of all or any part of the proposed transferee and such Leased Premises. The consent by Landlord to any assignment, transfer, or subletting to any party other information as than Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon construed as a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy waiver or release of Tenant from any covenant or obligation under this Lease, nor shall be an action to enforce the collection or acceptance of Rent from any such provision through specific performance assignee, transferee, subtenant or declaratory judgment. occupant constitute a waiver or release of Tenant from any covenant or obligation contained in this Lease, nor shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease subletting be construed to the contraryrelieve Tenant from giving Landlord said thirty (30) days notice, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, nor from obtaining the consent in writing of Landlord to any further assignment or subletting. In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord any and all rent due from any subtenant of Tenant and hereby authorizes each such subtenant to pay said rent directly to Landlord. Without limiting the generality of the foregoing, if Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect consents to an assignment or sublease pursuant to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied15, including if applicableLandlord may condition its consent upon the entry by such transferee into an agreement (in form and substances satisfactory to Landlord) with Landlord, the qualification by which such transferee assumes all of such proposed transferee as an affiliate of Tenant or a Related EntityTenant's obligations hereunder.

Assignment/Subletting. Except as provided herein, Tenant This Lease shall not assign or in any manner transfer this Lease or any estate or interest hereunder and be assigned, nor shall not sublease the Premises Premises, or any part thereof thereof, be sublet by Tenant without the prior written consent of Landlord, which and any assignment or subletting shall not relieve Tenant from performing any of its obligations hereunder. Provided that the use of the Premises will not be unreasonably withheld, conditioned, changed in any material way and the creditworthiness of the assignee or delayed. As part subtenant is substantially comparable to that of the initial Tenant’s request for, and as a condition to, Landlord’s consent will not be unreasonably withheld or delayed. Any assignment or subletting by Tenant in violation of the terms and covenants of this Section 10 shall be null and void. In the event Tenant desires to make an assignment of this Lease or sublease the Premises, Tenant shall give written notice thereof to Landlord at least thirty (30) days prior to the proposed effective date, which notice shall set forth the name and address of the proposed subtenant, assignee, transferee or other relevant person or entity (a “Transferee”) and include copies of financial reports and other relevant financial information of the proposed Transferee. Such notice shall also include a true and complete copy of the assignment, sublease or other documents and sufficient other information to permit Landlord to determine the financial responsibility of the proposed Transferee. A. Consent by Landlord to any assignment or sublease shall not operate to relieve Tenant (or any guarantor of Tenant’s obligations under the Lease or any Transferee) from any covenant or obligation hereunder or under any guaranty of this Lease or relieve Tenant and any Transferee from obtaining Landlord’s consent to any subsequent assignment or sublease. Tenant shall pay all of Landlord’s reasonable costs, charges and expenses, including attorneys’ fees, incurred in connection with any request by Tenant. B. No assignment or sublease shall be made unless any guarantor of the Tenant’s obligations or any party responsible for Tenant’s obligations shall give its written consent to Landlord to such assignment or sublease and confirm that its obligations shall not be affected thereby, and, provided, further, that if any modification to the Lease is proposed to be made after such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee then, at Landlord’s option all prior Transferees, and all such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy obligated parties, shall be an action required to enforce any confirm in writing their approval of such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs modification, and expenses incurred to confirm in connection with such writing that their obligations continue as to the Lease as so modified. C. Any assignment of this Lease or sublease request. Notwithstanding anything in this Lease to of the contrary, so long as Tenant Premises which is not in default under this Lease beyond applicable notice and cure periods, compliance with the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements provisions of this Section 13 have been satisfied, including if applicable, the qualification 10 shall be null and void and of such proposed transferee as an affiliate of Tenant or a Related Entityno force and effect.

Assignment/Subletting. Except as expressly provided herein, Tenant shall not assign or in any manner transfer this Lease or sublet any estate or interest hereunder and shall not sublease portion of the Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent Tenant agrees to such assignment or sublease, Tenant shall provide Landlord with financial statements for all information on the proposed transferee subtenant or assignee requested by Landlord and such other information as the terms upon which the intended subtenancy or assignment is proposed. If Tenant wishes to sublet or assign the Lease and the remaining balance of the term is less than *CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. two years, then Landlord may reasonably request. terminate the Lease and recapture the space by giving written notice to Tenant shall not be entitled within 30 days of Tenant's request to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent sublet or assign, except for assignments related to a proposed transfer merger or acquisition, or a sublease to a third party and Tenant’s sole remedy related entity. Any assignment or subletting without Landlord's written consent shall be an action to enforce void, and Landlord may, at its option, terminate this Lease on such account. If; with Landlord's consent, Tenant assigns any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything interest in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent or sublets all or any portion of the Landlord need not be obtained if the assignment Premises, any excess of the Lease is to a: (i) parent, subsidiary amounts received by Tenant for such assigned or affiliate of Tenant; (ii) company with which sublet space over the amounts payable by Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) hereunder with respect to an assignment to a Related Entity described in subsections (ii) such space shall be shared equally by Tenant and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.

Assignment/Subletting. Except as provided herein4.01 Neither Tenant nor Tenant's legal representatives or successors in interest by operation of law or otherwise, Tenant shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance. The transfer of a majority of the issued and outstanding capital stock of any manner transfer corporate tenant or sublessee of this Lease or a majority of the total interest in any estate partnership tenant or interest hereunder sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall not sublease be deemed an assignment of this Lease or of such sublease. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody 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 assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant 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. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord, which shall not be unreasonably withheld, conditioned's consent to any assignment or sublease to, or delayedoccupancy of the Premises by, such party or entity. As If any lien is filed against the Premises or the Building of which the same form a part of Tenant’s request for, and as a condition to, Landlord’s consent for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within ten (10) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. For a period not to exceed ninety (90) days from Landlord’s receipt of notice from Tenant that Tenant seeks to locate or otherwise identify a proposed subleasee or assignee for all or a portion of the Premises, or any revision or modification of such notice, Tenant hereby grants Landlord’s rental agent for the Building, or such other licensed real estate broker as shall be designated by Landlord from time-to-time (the “Designated Agent”), the sole and exclusive right to effect any sublet, assignment, release and other disposition of all or any part of the demised Premises and any other space Tenant has under lease elsewhere in the Building (provided, however, that Tenant acknowledges and agrees that such Designated Agent from time to time may be obligated to endeavor to rent competitive space available in the Building on behalf of and pursuant to the instructions of Landlord or another tenant of the Building) and Tenant shall provide Landlord pay to such Designated Agent upon execution of each such sublease, assignment, release or other disposition a commission computed in accordance with financial statements such Designated Agent’s standard rates and rules then in effect for the proposed transferee locality in which the Building is located. 4.02 If Tenant desires to assign this Lease or to sublet all or any portion of the Premises other than pursuant to Section 4.09 hereof, it shall first submit in writing to Landlord the documents described in Section 4.06 hereof, and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent offer in writing (“Tenant’s Recapture Offer”), (i) with respect to a proposed transfer prospective assignment, to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in assign this Lease to Landlord without any payment of moneys or other consideration therefor, or, (ii) with respect to a prospective subletting, to sublet to Landlord the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent portion of the Landlord need not be obtained if Premises involved (“Leaseback Area") for the assignment term specified by Tenant in its proposed sublease or, at Landlord's option for the balance of the term of the Lease is less one (1) day, and at the lower of (a) Tenant's proposed subrental or (b) the rate of Fixed Annual Rent and Additional Rent, and otherwise on the same terms, covenants and conditions (including provisions relating to a: escalation rents), as are contained herein and as are allocable and applicable to the portion of the Premises to be covered by such subletting. Tenant’s Recapture Offer shall specify the date when the Leaseback Area will be made available to Landlord, which date shall be in no event earlier than forty-five (i45) parent, subsidiary or affiliate days nor later than ninety (90) days following the acceptance of Tenant; ’s Recapture Offer (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires the “Recapture Date”). If an offer of sublease is made, and if the proposed sublease will result in all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); providedPremises being sublet, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. then Landlord agrees that Tenant shall have the right, without Landlord’s consent, option to extend the term of its proposed sublease or license a portion for the balance of the Premises term of this Lease less one (1) day. Landlord shall have a period of forty-five(45) days from the receipt of such Tenant’s Recapture Offer to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by either accept or reject Tenant’s Recapture Offer or to terminate this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.

Assignment/Subletting. Except Tenant shall not assign this Lease, or sublet or license the Premises or any portion thereof or permit the occupancy of all or any portion of the Premises by anybody other than Tenant without obtaining, on each occasion, the prior consent of the Landlord, not to be unreasonably withheld or delayed; provided, however, that Tenant may, without Landlord's consent but, except as provided hereinbelow, with not less than ten (10) business days prior notice to Landlord (i) assign this Lease or sublet any portion of the Premises to any corporation, partnership or other business organization controlling, controlled by or under common control with Tenant (and provided Tenant and such affiliated entity remain affiliated), or (ii) assign this Lease in connection with the sale of all or substantially all of Tenant's assets or (iii) assign this lease pursuant to (a "Merger Event") a merger or consolidation of Tenant into any other firm or corporation, or (iv) assign this lease pursuant to (a "Controlling Stock Transfer") the transfer or sale of a controlling interest in Tenant, whether by sale of its capital stock or otherwise (any of the foregoing referred to as an "Affiliate Transfer"). Notwithstanding the foregoing, Tenant shall not assign or be required to give Landlord ten (10) days prior written notice of a Controlling Stock Transfer, provided that Tenant shall use its best efforts to give such notice and Tenant shall, in any manner transfer event, give Landlord notice thereof as soon as Tenant has knowledge thereof. For the purposes of this Lease notice obligation, a Controlling Stock Transfer shall be deemed to have occurred when one stockholder (or a group of affiliated stockholders) shall own and hold more than 50% of the outstanding voting stock of Tenant. Notwithstanding the foregoing, (i) an assignment of this lease as a result of a Merger Event shall only be treated as an "Affiliate Transfer" if such event is pursued and completed by Tenant for a legitimate corporate business purpose and not to avoid Tenant's obligations under this lease or to circumvent the need to obtain Landlord's consent hereunder, and (ii) if the assignee subsequently elects to lease additional space from Landlord pursuant to the provisions of Article XIII hereof and Landlord provides Tenant with an improvement allowance or other funding for tenant improvements for any estate or interest hereunder such additional space, and the net worth of the assignee at the time the assignee exercises its right to lease such additional space is less than the net worth of the original named Tenant herein at the time of the Merger Event, then as a condition precedent to Landlord's obligations to fund such tenant improvements and as security therefor, Tenant shall not sublease obtain and deliver to Landlord a Letter of Credit (conforming with the Premises or any part thereof without provisions of Article X of the prior written consent ▇▇▇▇▇▇▇ Road Lease) in an amount equal to one-third of the cost of such tenant improvement allowance and other funding from Landlord, which Letter of Credit shall be maintained by Tenant for the balance of the lease Term. Notwithstanding the requirement of prior notice to Landlord of an Affiliate Transfer, Tenant shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent required to such assignment or sublease, Tenant shall provide Landlord with financial statements material non- public information, provided that Tenant shall notify Landlord of a proposed Affiliate Transfer as soon as reasonably practicable and in any event as soon as any transaction which shall result in an Affiliate Transfer is announced to the public. Tenant's request for consent to an assignment or subletting and Tenant's notice to Landlord of an Affiliate Transfer shall include a copy of the proposed transferee instrument of assignment or subletting, if available, or else a statement of the proposed assignment or subletting in detail satisfactory to Landlord, together with reasonably detailed financial, business and such other information as about the proposed assignee or sublessee and, in the case of an Affiliate Transfer, its relationship with Tenant. Without limiting the reasons for which Landlord may reasonably requestwithhold consent, Landlord's withholding shall be deemed reasonable if Landlord determines that a proposed assignee's or sublessee's financial condition would not be acceptable to Landlord on a direct lease of the space in question, notwithstanding that the original Tenant is required to remain primarily liable therefor hereunder. Tenant shall not be entitled offer to receive monetary damages based make or enter into negotiations with respect to an assignment or subletting for use other than first class general office use. Except in the case of an Affiliate Transfer, if Tenant proposed to (x) assign this Lease or (y) sublet any portion of the Premises for the balance of the Term of this lease (inclusive of extension periods available to the sublessee but not including unexercised extension periods under this lease), Landlord shall have the option (but not the obligation) to terminate the Lease (but only with respect to the portion of the Premises which Tenant proposes to sublet in the case of a proposed subletting) effective upon a claim that the date of the proposed assignment and continuing for the proposed term thereof by giving Tenant notice of such termination within thirty (30) days after Landlord's receipt of Tenant's request. If Landlord unreasonably withheld exercises its consent right to terminate this Lease with respect to a proposed transfer portion of the Premises, Landlord will have the right to a third party demise such space and Tenant’s sole remedy shall be provide access thereto for the purpose of leasing such space. If Tenant does make an action assignment (other than an Affiliate Transfer) of this lease or in connection with any subletting of up to enforce any such provision through specific performance or declaratory judgment. fifty percent (50%) of the rentable floor area Premises, Tenant shall reimburse Landlord for its actual reasonable costs pay to Landlord, as additional rent, fifty percent (50%) of the amount (the "Net Sublet Profit") by which the aggregate rent and expenses incurred other charges payable to Tenant under and in connection with such assignment or sublease requestsubletting (including without limitation any amounts paid for leasehold improvements) exceeds the rent and other charges paid hereunder, provided Tenant shall first be permitted to recover the reasonable costs incurred in connection such assignment or subletting (the "Net Sublet Profit"). In connection with any subletting in excess of fifty percent (50%) of the rentable floor area Premises, Tenant shall pay to Landlord, as additional rent, one hundred percent (100%) the Net Sublet Profit. Tenant shall pay to Landlord, as additional rent, Landlord's reasonable legal fees and other reasonable out-of-pocket expenses incurred in connection with any proposed assignment or subletting, including fees for review of documents and investigations of proposed assignees. Notwithstanding anything any such assignment or subletting, the original Tenant named herein shall remain directly and primarily obligated under this Lease, notwithstanding any recognition (by acceptance of rent or otherwise) or indulgence or waiver at any time granted to Landlord to Tenant or any assignee or sublessee; and Tenant in the case of an Assignment shall be deemed to have waived all defenses otherwise available to Tenant as guarantor or surety. No consent to any assignment or subletting in a particular instance shall be deemed a waiver of the obligation to obtain the Landlord's consent in case of any other assignment or subletting. Any assignee of this Lease shall have been deemed to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially assume all of the shares obligations and liabilities of stock or assets of tenant, jointly and severally with Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and any sublease shall be deemed subject and subordinate to this Lease and to the Term hereof. After any default by Tenant hereunder (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iiithe expiration of any applicable notice or cure period), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consentupon written notice to Tenant and any affected subtenant, to collect the rent and other charges due under any sublease or license a portion of the Premises directly from the subtenant and apply the same to Tenant's obligations hereunder, without being deemed to have accepted such subtenant as a Related Entity described in subsection (i) above, provided that such Related Entity does not use direct tenant or to have waived any rights or remedies against Tenant as the Premises for any other use than the use permitted by primary obligor under this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitylease.

Assignment/Subletting. 4.01 Except as provided expressly set forth herein, neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in any manner transfer each instance. If this Lease is assigned, or any estate or interest hereunder and shall not sublease if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant hereunder beyond the expiration of any applicable cure or grace period, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant 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. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent in each instance. A modification, amendment or extension of Landlord, which a sublease shall not be unreasonably withheld, conditioned, deemed a sublease. The listing of the name of a party or delayed. As part entity other than that of Tenant’s request for, and as a condition to, Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within thirty (30) days thereafter, at Tenant’s expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. 4.02 If Tenant desires to assign this Lease or to sublet all or any portion of the Premises, it shall provide first submit in writing to Landlord the documents described in Section 4.06 hereof, and shall offer in writing (“Tenant’s Recapture Offer”), (i) with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent respect to a proposed transfer prospective assignment, to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance terminate or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in assign this Lease to the contraryLandlord without any payment of moneys or other consideration therefor by Landlord to Tenant, so long as Tenant is not in default under this Lease beyond applicable notice and cure periodsor, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge respect to a sublease for all or consolidate; (iii) corporation that acquires a portion of the Premises for all or substantially all of the shares balance of stock the Term (i.e., term of sublease would expire with one (1) year or assets less remaining in the Term), to terminate this Lease with respect to the portion of Tenant; the Premises covered by such sublease, or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (iiiii) with respect to an assignment a prospective subletting, to a Related Entity described sublet to Landlord the portion of the Premises involved (“Leaseback Area") for the term specified by Tenant in subsections its proposed sublease at Tenant’s proposed subrental, and otherwise on the same terms, covenants and conditions (ii) and (iiiincluding provisions relating to escalation rents), such Related Entity has a tangible net worth equal as are contained herein and as are allocable and applicable to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described be covered by such subletting. Tenant’s Recapture Offer shall specify the date when the Leaseback Area will be made available to Landlord, which date shall be in subsection no event earlier than sixty (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (1060) days prior to nor later than one hundred eighty (180) days following the effective date acceptance of Tenant’s Recapture Offer (the proposed transfer, along with all applicable documentation and other information necessary for “Recapture Date”). Landlord to determine that shall have a period of thirty (30) days from the requirements of this Section 13 have been satisfied, including if applicable, the qualification receipt of such proposed transferee Tenant’s Recapture Offer to either accept or reject Tenant’s Recapture Offer as an affiliate of Tenant or a Related Entityaforesaid.

Assignment/Subletting. Except (a) Notwithstanding any other provision of this Lease, except as provided hereinset forth in this Section “34”, Tenant shall not assign, mortgage, pledge or otherwise assign this Lease, in whole or in any manner transfer this Lease part, or sublet all or any estate part of the Demised Premises or interest hereunder and shall not sublease suffer or permit the Demised Premises or any part thereof to be used or occupied by others, whether voluntarily or not, without the prior written consent of LandlordLandlord in each instance. Nothing in this Lease shall be deemed to permit Tenant to collaterally assign, which collaterally sublet or hypothecate its interest in this Lease. Tenant may, from time to time, perfect fixture financing of its personal property contained in the Lease provided under no circumstances shall not any filing be unreasonably withheldindexed or recorded against the Land, conditioned, Improvements or delayedthe Demised Premises. As part of Tenant’s request for, and as a condition to, Landlord’s consent to If such assignment indexing or subleaserecording occurs, Tenant shall provide forthwith with all diligence act to have same removed from the real property index or record, and Tenant shall indemnify, defend and hold Landlord Indemnified Parties harmless on account thereof, including, but not limited to, reasonable counsel fees and disbursements. (b) From time to time, at the request of Landlord, any permitted assignee or subtenant will furnish information reasonably requested by Landlord with financial statements regard to the beneficial and record owners of the capital stock (or equity interest, as the case may be) of such permitted assignee or subtenant. The foregoing sentence does not apply to Tenant. (c) Any request submitted to Landlord for consent to an assignment or subletting shall be accompanied by Tenant’s agreement to pay Landlord’s reasonable attorney’s fees for reviewing the proposed transferee assignment or sublease and the cost of the credit check which sums shall constitute Additional Rent and by a check for $500 which constitutes a nonrefundable deposit toward such other information as costs. Landlord may reasonably request. shall have no obligation to consider any request to sublet or assign if Tenant shall be in default beyond any applicable notice or cure period under the terms and conditions of this Lease. (d) Landlord shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld withhold, condition or delay its consent to a proposed transfer assignment or subletting, however, Landlord shall consider the following and any further or any other factors which Landlord deems relevant in determining whether or not to consent to any assignment or subletting: (i) The financial ability of the proposed assignee or subtenant as may be reflected, in part, by financial statements submitted to Landlord and by a third party and Tenant’s sole remedy credit check which shall be an action conducted by Landlord against the proposed assignee or subtenant and the individual principals thereof, (ii) The past experience of the proposed assignee or subtenant and/or the principals thereof in the operation of a business similar to enforce the business which they wish to conduct at the Demised Premises; and (iii) Whether any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublet imposes any additional material obligations on Landlord. (e) Provided Landlord consents to a subletting or assignment an original draft of the fully executed sublease requestor assignment shall be sent to Landlord at least ten (10) business days prior to the effective date thereof, which sublease or assignment shall contain an acknowledgment by the subtenant or assignee to the effect that it has received a copy of this Lease and agrees to comply with and perform all of the obligations of the Tenant thereunder to the extent applicable. (f) Following a permitted assignment of this Lease, the assignee shall be deemed to be the Tenant hereunder. Notwithstanding anything However, it is understood that no assignment or sublease, whether consented to by Landlord or not shall operate to relieve Tenant of “tenant” obligations under this Lease. (g) If this Lease be assigned, or if the Demised Premises or any part thereof be sublet or occupied by anybody other than Tenant without Landlord’s consent, Landlord may, regardless of the occurrence of a default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this Section, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Such occurrence shall also be deemed a Tenant Event of Default if Tenant has not cured such breach after seven (7) days notice from Landlord. (h) 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 subletting requiring such consent, or relieve Tenant from its primary liability to Landlord on account of this Lease. (i) The provisions of this Section “34” concerning assignment and subletting shall apply to any assignee, subtenant or anyone holding the Demised Premises through the Tenant and must be complied with for each and every assignment and/or subletting of all or any portion of the Demised Premises. (j) The prohibitions against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law, merger, consolidation, reorganization, acquisition, transfer or other change of Tenant’s (or any permitted assignee’s or sublessee’s) corporate or proprietary structure, including a change in the partners of any partnership, and the sale, pledge, or other transfer of any of the issued or outstanding capital stock of any corporate tenant or permitted assignee or sublessee (unless such stock is publicly traded on a recognized security exchange or over the counter market), other than the following scenarios, in which case, assignment of this Lease or a sublet of all or any portion of the Demised Premises will be permitted, to wit: (i) an assignment of Tenant’s interest in this Lease and/or to a sublet of all or any portion of the contraryDemised Premises to an Affiliate of Tenant; (ii) a sale of the entire or substantially the entire business of Tenant or its Affiliate conducted at the Demised Premises or a sale of all or substantially all of Tenant’s or its Affiliate’s assets; or (iii) in conjunction with any merger, acquisition or consolidation involving Tenant or its Affiliate (so long as Tenant’s or its Affiliate’s stock is publicly traded on a recognized security exchange or over the counter market); provided, however, in subsections “(i)-(iii)”, above, (x) Tenant is not in default under the terms of this Lease beyond any applicable notice grace or cure period, (y) promptly after the effective date of any such assignment or sublet, a fully executed and cure periodsacknowledged assignment or sublet agreement, in proper form, is delivered to Landlord, which assignment shall contain an assumption agreement by assignee in favor of Landlord for the consent terms and provisions of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (iiz) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises remain liable for any other use than the use permitted by all “Tenant” obligations under this Lease. Tenant For purposes hereof, “Affiliate” shall give Landlord written notice at least ten (10) days prior to mean a corporation which is controlling, controlled by, or under common control with Tenant. As used herein, “control” shall mean the effective date possession, direct or indirect, of the proposed transferpower to direct or cause the direction of the management and policies of an entity, along with all applicable documentation and other information necessary for Landlord to determine that whether through the requirements ownership of this Section 13 have been satisfiedvoting securities or rights, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant by contract or a Related Entityotherwise.

Assignment/Subletting. Except (a) Lessor shall have the right to sell or convey all, but not less than all, of the Property or to assign its right, title and interest as Lessor under this Lease in whole, but not in part. In the event of any such sale or assignment other than a security assignment, provided Lessee receives written notice that such purchaser or assignee has assumed all of Lessor's obligations under this Lease, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale. (b) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee a and upon the particular purposes for which Lessee a intend to use the Property in entering into this Lease. Without the prior written consent of Lessor which will not be unreasonably withheld and except as provided hereinbelow: (i) except as provided in Section 23, Tenant Lessee shall not assign assign, transfer or in any manner transfer convey this Lease or any estate interest therein, whether by operation of law or interest hereunder otherwise; and (ii) Lessee shall not sublease sublet or license the Premises use of all or any part thereof of the Property provided, however, in the event of a foreclosure of any leasehold mortgage, a substitute Lessee may be designated by Lessee's institutional Lender without the consent of Lessor or any Substitute Lessor. Nothing contained herein shall limit any assignment, pledge or transfer of any stock ownership interest in Leasee, and nothing shall limit the transferability of interests in the Lessee. (c) Notwithstanding the foregoing, Lessee shall have the right to sublease the Property, without the prior written consent of LandlordLessor or Lender, which if the following conditions are satisfied: (i) no Event of Default shall not have occurred and be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default continuing under this Lease beyond applicable notice as of the effective date of such sublease; (ii) any such sublease shall be subordinate to this Lease and cure periodsthe Mortgage corresponding to the Property to which such sublease relates; (iii) Lessee shall remain liable under this Lease notwithstanding such sublease; and (iv) the Property subject to such subleases shall be used as a Permitted Facility and shall otherwise be operated and maintained in accordance with the terms and conditions of this Lease. Lessee shall not have the right to sublease the Property if the square footage of the portion of the Property to be subleased event exceeds 20% of the total square footage of the Property, unless the consent of the Landlord need not be obtained if the assignment of the Lease Lender is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityobtained.

Assignment/Subletting. Except as provided herein, Tenant A. Subtenant shall not assign transfer, assign, encumber or in any manner transfer this Lease sublet (collectively, “Transfer”) all or any estate or interest hereunder and shall not sublease portion of the Sublease Premises or any part thereof its interest under this Sublease, directly or indirectly, by operation of law or otherwise, without the prior written consent of both Sublandlord and Master Landlord, which consent shall not be unreasonably withheldwithheld by Sublandlord. In addition to the requirements of this Sublease, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy any Transfer shall be an action subject to enforce the conditions and requirements for such Transfer as set forth in the Master Lease. Any fee charged by Master Landlord in connection with any such provision through specific performance or declaratory judgmentTransfer shall be paid by Subtenant. Tenant Subtenant shall reimburse Landlord Sublandlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least proposed Transfer within ten (10) days prior of Sublandlord’s written demand. Subtenant shall pay to Sublandlord one hundred percent (100%) of any sums received in connection with such Transfer in excess of the monthly Base Rent payable hereunder. The term “Transfer” shall include, without limitation, any transfer, assignment, sublease, hypothecation or other action or event that would require the consent of Master Landlord under the Master Lease if Subtenant were the Tenant thereunder. For greater certainty, “Transfer” includes any direct or indirect change of control of the Subtenant, by way of the transfer or sale of shares, limited partnership units, or equity interests of the Subtenant, as the case may be, constituting more than 50% of the equity interests of the Subtenant, in any manner whatsoever. Notwithstanding the foregoing, Subtenant may make a Permitted Transfer (as such term is defined in the Master Lease) of all or a part of its interest in this Sublease or all or any part of the Subleased Premises to a Permitted Transferee (as such term is defined in the Master Lease) of Subtenant on the same terms and conditions set forth in Section 10(f) of the Master Lease as if Subtenant were the “Tenant” thereunder. B. Notwithstanding anything to the contrary contained in this Section 14, Sublandlord shall have the option, by giving written notice to Subtenant within thirty (30) days after receipt of notice of any proposed Transfer (other than a Permitted Transfer to a Permitted Transferee), to recapture all of the Sublease Premises. Such recapture notice shall cancel and terminate this Sublease as of the effective date of the proposed transferTransfer. If Sublandlord declines, along with all applicable documentation or fails to elect in a timely manner to recapture the Sublease Premises under this Section 14(B), then, provided Sublandlord and other information necessary for Master Landlord have consented to determine that the requirements proposed Transfer (and if Master Landlord has not exercised any right it may have to recapture such space), Subtenant shall be entitled to proceed to transfer the Sublease Premises to the proposed transferee. C. If Sublandlord and Master Landlord consent to a Transfer, (i) the terms and conditions of this Section 13 Sublease shall in no way be deemed to have been satisfiedwaived or modified, including if applicable(ii) such consent shall not be deemed consent to any further Transfer by either Subtenant or a transferee, (iii) Subtenant shall deliver to Sublandlord, promptly after execution, an original executed copy of all documentation pertaining to the qualification Transfer in form reasonably acceptable to Sublandlord, and (iv) no Transfer relating to this Sublease or agreement entered into with respect thereto, whether with or without Sublandlord's consent, shall relieve Subtenant or any guarantor of this Sublease from liability under this Sublease. Sublandlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Subtenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer premium respecting any Transfer shall be found understated, Subtenant shall, within thirty (30) days after demand, pay the deficiency and Sublandlord's costs of such proposed transferee as an affiliate of Tenant or a Related Entityaudit.

Assignment/Subletting. a. Except as provided hereinin accordance with Subsection 10.f and Section 22 below, neither Tenant nor any court or officer thereof nor any receiver or trustee in bankruptcy shall not assign assign, sublease, license, sell, transfer or in any manner transfer way mortgage, pledge or hypothecate (collectively “Assign”) all or any of (i) its interest in this Lease or any estate or (ii) its interest hereunder in and shall not sublease to the Leased Premises and Development or any part thereof (an “Assignment”), without the Landlord’s prior written consent and approval of Landlord, the process by which the interest is assigned in accordance with this Section. Landlord shall not unreasonably withhold its consent to an Assignment by Tenant, provided that Tenant shall cause Landlord to be unreasonably withheldprovided with information regarding any proposed assignee, conditionedincluding audited financial statements and tax returns, credit-worthiness, intended use and other reasonable and relevant information requested by Landlord. Further, Tenant acknowledges that any assignee may be required to execute a new lease or delayedan amendment to this Lease, incorporating other provisions including rent increases and include other provisions or changes deemed necessary by the Landlord. b. If Landlord consents to an Assignment (or if this Lease is assigned without Landlord’s consent), the terms and conditions of this Lease will in no way be waived or modified by Tenant, including, without limitation, the use which Tenant or its assignee may make of the Leased Premises as set forth in Section 10 below. As part Further, any assignee shall expressly assume (and shall be deemed to have assumed) all of the Tenant’s request for, and as a condition to, obligations under the Lease. Landlord’s consent to such assignment an Assignment will not be deemed to consent to any further Assignment by either Tenant or subleasean assignee. c. If Landlord or a court of competent jurisdiction should ever permit Tenant to assign its interest in this Lease, sell this Lease or sublet or license the Leased Premises, or a portion thereof, for rentals in excess of the rent and amortization of the cost of improvements, additions, and new structures as a result of this Lease, Tenant shall provide Landlord with financial statements for pay the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance sales price or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of such excess rent or any other excess revenue (which amount shall equal the shares of stock or assets of Tenant; or (ivdifference between the rent provided for herein and the excess rent) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityAdditional Rent.

Assignment/Subletting. Except as provided hereinpermitted in Section 18 or Section 19, Tenant shall Lessee may not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares 2024 Tax-Exempt Facilities or assign its rights and obligations under this Facilities Lease, except to affiliates or in connection with any Lessee financing, without first obtaining written approval by Lessor for such assignment or sublease and then, only in conjunction with an assignment of stock the Ground Lease. Lessor approval of a proposed assignment or assets sublet of Tenant; all or substantially all of the 2024 Tax-Exempt Facilities shall not be unreasonably withheld provided that (i) the proposed assignee or sublessee is a party of similar financial worth to Lessee and Lessee shall have provided Lessor with reasonable proof thereof, (ii) the proposed assignee or sublessee is experienced in the uses described in Section 3.2, and Lessee shall have provided Lessor with proof thereof, (iii) the nature and character of the proposed assignee or sublessee, its business and activities and intended use of the 2024 Tax-Exempt Facilities are in Lessor’s reasonable judgment consistent with the requirements of this Lease, and is subject to all of the terms and provisions of this Facilities Lease (which any assignee or sublessee shall expressly assume in writing) and to any matters to which this Facilities Lease is subject, including, without limitation, the Federal Tax Certificate, and (iv) the granting of such consent will not constitute a default under any other agreement to which Lessor is a party or by which Lessor is bound. Lessor shall have no obligation to consent, accept or approve any assignee or sublessee that would adversely affect or otherwise jeopardize Lessor’s “strategic seaport” classification by the United States Department of Defense. Consent by Lessor to any corporation which assignment or sublease shall not constitute a waiver of the necessity for such consent to any subsequent assignment or sublease. Lessee shall at all times remain liable for the payment of Rent herein and for compliance with all of its obligations under this Facilities Lease notwithstanding any assignment or subletting under the Facilities Lease. The foregoing is not intended to prevent the successor corporation in sublease by Lessee of less than substantially all of the event 2024 Tax-Exempt Facilities, or to require the consent of a corporate reorganization (a “Related Entity”)the Lessor with respect to any such sublease; provided, however, that Lessee shall deliver a copy each sublease to Lessor promptly after its execution and such sublease shall contain an express obligation on behalf of the sublessee to comply with all the terms and conditions of this Facilities Lease, and that no such sublessee shall (i) such Related Entity does not use the Premises 2024 Tax-Exempt Facilities for any other use than that is not permitted or that would affect the use permitted by this Lease, and tax-exempt status of the Series 2024A Bonds or (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to adversely affect or greater than $10,000,000.00. Landlord agrees that Tenant shall have otherwise jeopardize Lessor’s “strategic seaport” classification by the right, without Landlord’s consent, to sublease or license a portion United States Department of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityDefense.

Assignment/Subletting. Except as provided hereinSubtenant shall not, Tenant shall not assign by operation of law or otherwise, assign, sell, mortgage, pledge or in any manner transfer or assign this Lease Sublease or any estate interest therein, transfer direct or interest hereunder and shall not sublease the Premises indirect control of Subtenant, or sublet all or any part thereof portion of the Subleased Premises, without the Sublandlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim delayed (provided that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, Subtenant obtains the consent of the Landlord need not be obtained if the assignment and Subtenant has complied with all terms and conditions of the Lease is pertaining thereto). In the event Sublandlord and Landlord consent to a: (i) parentany assignment of this Sublease, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially the assignee shall execute and deliver to Sublandlord an agreement in form and substance satisfactory to Sublandlord whereby the assignee shall assume all of Subtenant’s obligations under this Sublease. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting consented to, the shares of stock original Subtenant named herein and any other person(s) who at any time was or assets of Tenant; or (iv) were Subtenant shall remain fully liable on this Sublease. Subject to any corporation which is the successor corporation obligations set forth in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii)notwithstanding the foregoing, such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant Subtenant shall have the right, right to assign or sublease the Subleased Premises without LandlordSublandlord’s consent, to sublease or license a portion consent provided that Subtenant complies with the terms and conditions of Section 5.3.3 of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.

Assignment/Subletting. Except as provided herein, 15.1. If the Tenant shall not assign or in any manner transfer this Lease desire to sublet all or any estate or interest hereunder portion of the Premises, it shall first submit in writing to the Landlord; 15.1.1. The name and shall not sublease address of the proposed subtenant; 15.1.2. The terms and conditions of the proposed subletting; 15.1.3. The nature and character of the business of the proposed subtenant; 15.1.4. Banking, financial and other credit information relating to the proposed subtenant reasonably sufficient to enable Landlord to determine the proposed subtenant's financial responsibility; and 15.1.5. Plans and specifications for the layout, partitioning, HVAC and electrical installations, if any, required for the Premises to be sublet. 15.2. If the nature and character of the business of the proposed subtenant, and the proposed use and occupancy of the Premises by the proposed subtenant, is in keeping and compatible with the dignity and character of the Building, then Landlord agrees not to unreasonably withhold or delay its consent to any such proposed subletting, providing that Tenant shall, by notice in writing as described in Article 15.1 above, advise Landlord of its intention to sublease all or any part thereof without of the prior written consent of LandlordPremises, on and after a stated date (which shall not be unreasonably withheld, conditioned, or delayed. As part of less than sixty (60) days after the date on which Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant 's notice is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”given); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall thereupon have the right, without to be exercised by giving written notice to Tenant within thirty (30) days after Landlord’s consent's receipt of Tenant's notice, to sublease recapture the Premises. Such recapture notice shall, if given, cancel and terminate this Lease with respect to the space therein described as of the date thirty (30) days following the date set forth in Tenant's notice, or license a portion thirty (30) days after Tenant shall have surrendered possession of the Premises, whichever is later, with no further obligation due by Tenant with respect to such space. In the event less than all of the Premises are sublet or recapture, Tenant or any permitted sublessee shall be obligated to a Related Entity described construct and erect such partitioning and means of ingress and egress as may be required to sever the space retained by tenant from the space recaptured or sublet, all in subsection (i) aboveaccordance with requirements of Article 11 hereof. 15.3. If this Lease should be cancelled pursuant to the foregoing with respect to less than the entire Premises, provided that such Related Entity does not use the basic rent and additional rent shall be proportionately adjusted, and this Lease, as so amended, shall continue thereafter in full force and effect. 15.4. In addition to the foregoing requirements, no sublease shall be made if: 15.4.1 Such sublease shall result in occupancy of the Premises by more than two (2) tenants, including the Tenant hereunder, or 15.4.2 The sublease shall be for any other use a term of less than two (2) years, unless the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements unexpired term of this Section 13 have been satisfiedLease shall be less than (2) years, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.or

Assignment/Subletting. Except as provided herein, (a) Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof not, without the Landlord's prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parentassign, subsidiary hypothecate, mortgage, encumber, or affiliate of Tenantconvey this Lease or any interest under it; (ii) company with which Tenant may merge or consolidateallow any transfer thereof of any lien upon Tenant's interest by operation of law; (iii) corporation that acquires sublet the Premises in whole or in part. A transfer of a controlling interest in Tenant shall be deemed an assignment of this Lease. Prior to any sublease or assignment, Tenant shall first notify Landlord in writing of its election to sublease all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises or to assign this Lease or any interest thereunder, such notice to include a copy of the proposed sublease or assignment. At anytime within fifteen (15) days after service of said notice, Landlord shall notify Tenant that: (1) it consents to the sublease or assignment; or (2) it refuses to consent to the sublease or assignment, and a failure to respond within said time period shall be deemed a refusal; or (3) with respect to a Related Entity described in subsection (i) above, provided that such Related Entity does not use proposed sublease of the entire Premises for any other use than the use permitted by or an assignment of this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to , that it cancels the Lease effective as of the beginning of the proposed sublease term o r as of the effective date of such proposed assignment; or (4) with respect to the proposed transfersublease of part of the Premises that, along effective as of the beginning of the sublease term, it amends the Lease to reduce the Premises by the portion of the Premises proposed to be sublet and further appropriately amends the Lease because of the reduction of the Premises. Under no circumstances shall Landlord be required to pay for any alterations to the Premises and Landlord may require a reasonable cash security deposit to cover the costs of restoration at the expiration of the sublease. (b) The use for which the Premises may be sublet shall be only for lawful office use in keeping with all applicable documentation and other information necessary for Landlord to determine that the requirements general character of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityBuilding.

Assignment/Subletting. Except as provided herein, Tenant shall not assign assign, sell, mortgage, pledge, or in any manner manner, voluntarily or involuntarily, transfer or permit the transfer of this Lease or any estate interest therein, or interest hereunder and shall not sublease sublet the Premises or any part parts thereof without the Landlord's prior written consent of Landlordconsent, which may be withheld in Landlord's sole discretion, except as otherwise provided herein. A transfer or change in the ownership of any shares of Tenant's outstanding common stock or, a change in the composition of any non-corporate Tenant shall, unless such stock is publicly traded, be deemed an assignment. Consent by Landlord to an assignment, subletting, concession or license shall not be unreasonably withheldconstrued to relieve Tenant from obtaining the express consent of Landlord to any further assignment or subletting, conditionednor shall the collection of Rent by Landlord from any assignee, subtenant or delayedother occupant be deemed a waiver of this covenant or an acceptance of the assignee or subtenant as Tenant or a release of Tenant from the covenants in this Lease on Tenant's part to be performed. As part Tenant and any assignee or subtenant shall be jointly and severally liable for the obligations of Tenant’s request forthis Lease. If under the assignment or sublease consented to by Landlord the rent, additional rent, other charges, and/or consideration, money or thing of value payable thereunder or payable in connection with the transaction exceed the Rent provided in this Lease, Tenant or, at Landlord's option, the sublessee or assignee shall pay said excess rent or other consideration to Landlord as Additional Rent hereunder as and as a condition to, Landlord’s consent to such when the same becomes due under said assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.

Assignment/Subletting. Except as provided herein, (a) Tenant covenants that it shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease lease nor sublet the Demised Premises or any part thereof without the prior written consent of Landlord in each instance. Tenant may assign this lease or sublet the Demised Premises with Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s 's written consent to provided: (i) That such assignment or subleasesublease is for a use which is in compliance with the terms of this lease, the then existing zoning regulations and the Certificate of Occupancy; (ii) That at the time of such assignment or subletting, there is no default under the terms of this lease on Tenant's part which has not been cured prior to the expiration of all applicable grace periods; (iii) That in the event of an assignment, the assignee assumes in writing the performance of all of the terms and obligations to be performed by Tenant under this lease from and after the date of such assignment; (iv) That a fully-executed copy of said assignment or sublease be delivered by certified mail to Landlord at the address herein set forth within ten (10) days from the said assignment or sublease and within ninety (90) days of the date that Tenant first provides Landlord with the information required under Paragraph 54(f) below; (v) That, in the event Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its request Landlord?s consent to a proposed transfer assignment of this lease or proposed sublease of all or a portion of the Demised Premises, Tenant shall pay or reimburse to a third party Landlord the reasonable attorney fees and disbursements incurred by Landlord in processing such request not to exceed $1,000.00 for the review of the proposed sublease and the initial preparation of the consent document; (vi) Such assignment or subletting shall not, however, release Tenant from its liability for the full and faithful performance of all of the terms and conditions of this lease; (vii) If this lease be assigned, or if the Demised Premises or any part thereof be sublet or occupied by anybody other than Tenant’s sole remedy , Landlord may, after default by Tenant, collect Rent and additional rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent and additional rent herein reserved; (b) Notwithstanding anything contained in this Paragraph 54 to the contrary, no assignment or subletting shall be an action made by Tenant in any event until Tenant has offered to enforce terminate this lease as of the last day of any calendar month during the term hereof and to vacate and surrender the Demised Premises to Landlord on the date fixed in the notice served by Tenant upon Landlord (which date shall be no sooner than forty-five (45) days after receipt by Landlord of the offer to terminate and no later than the date of such provision through specific performance proposed assignment or declaratory judgment. the commencement date of such proposed sublease), and Landlord, within fifteen (15) days after the receipt thereof, has not accepted in writing the offer by Tenant to cancel and terminate this lease and to vacate and surrender the Demised Premises. (c) Notwithstanding anything contained to the contrary in this lease, in no event shall Tenant have the right to enter into more than one sublease at any time. (d) Tenant shall reimburse not mortgage, pledge, hypothecate or otherwise encumber its interest under this lease without Landlord's prior written consent. (e) Without affecting any of its other obligations under this lease, Tenant will pay Landlord for its actual as additional rent fifty (50%) percent of any sums or other economic consideration, which (i) are payable to Tenant as a result of an assignment or subletting whether or not referred to as rentals under the assignment or sublease (after deducting therefrom the reasonable costs and expenses incurred by Tenant in connection with the assignment or subletting in question, including, without limitation, broker commissions, reasonable attorneys? fees and tenant improvement costs); and (ii) exceed in total the sums which Tenant is obligated to pay Landlord under this lease (prorated to reflect obligations allocable to that portion of the Demised Premises subject to such sublease), it being the express intention of the parties that Landlord and Tenant shall share in any profit by reason of such sublease or assignment. The failure or inability of the assignee or subtenant to pay rent pursuant to the assignment or sublease request. Notwithstanding anything in this Lease will not relieve Tenant from its obligations to the contrary, so long as Tenant is not in default Landlord under this Lease beyond applicable notice Paragraph 54(e). Tenant will not amend the assignment or sublease in such a way as to reduce or delay payment of amounts which are provided in the assignment or sublease approved by Landlord. Any amendment or modification of an assignment or sublease shall be deemed to be a new assignment or sublease and cure periods, shall require the prior written consent of the Landlord. (f) Prior to any proposed subletting or assignment, Tenant shall submit to Landlord need not be obtained if the assignment a written notice of the Lease is to aproposed subletting or assignment, which notice shall contain or be accompanied by the following information: (i) parent, subsidiary the name and address of the proposed subtenant or affiliate of Tenantassignee; (ii) company with which Tenant may merge the nature and character of the business of the proposed subtenant or consolidateassignee and its proposed use of the premises to be demised; (iii) the most recent three (3) years of balance sheets and profit and loss statements of the proposed subtenant or assignee or other financial information reasonably satisfactory to Landlord; and (iv) such shall be accompanied by a copy of the proposed sublease or assignment of lease. (g) The listing of an assignee's or subtenant's name on the door or Building directory shall not be deemed Landlord's consent hereunder. (h) Tenant may, without the consent of Landlord, assign this lease, or sublet all or a portion of the Demised Premises, to an affiliated entity (i.e., an entity 20% or more of whose ownership interest is owned by the same owners owning 20% or more of Tenant's ownership interest), parent or subsidiary corporation that acquires of Tenant, provided that: (i) in the case of an assignment, Tenant shall deliver to Landlord a fully-executed assignment and assumption agreement pursuant to which such assignee agrees to assume and perform all of the obligations of Tenant under this lease, and (ii) Tenant shall not be released or discharged from any liability under this lease by reason of such assignment. In addition, Landlord shall grant its consent to a request by Tenant to assign this lease to an entity to which it sells its business as a going concern (either by selling or assigning all or substantially all of the shares of stock its assets or assets of Tenant; stock) or (iv) to any corporation with which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to it may be consolidated or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) abovemerged, provided that the assignee has the same net worth (as calculated under generally accepted accounting principals consistently applied, as the Tenant prior to the proposed sale and/or assignment and further provided that assignee shall, in writing, assume and agree to perform all of the obligations of Tenant under this lease and it shall deliver such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give assumption with a copy of such assignment to Landlord written notice at least within ten (10) days prior thereafter, and that Tenant shall not be released or discharged from any liability under this lease by reason of such assignment. (i) Landlord agrees that it shall not unreasonably withhold, condition or delay its consent to a subletting or assignment in accordance with the effective date terms of this Paragraph 54. In determining reasonableness, there shall be taken into account the character and reputation of the proposed transfersubtenant or assignee, along the specific nature of the proposed subtenant's or assignee's business and whether same is in keeping with other tenancies in the building; the financial standing of the proposed subtenant or assignee; and the impact of all of the foregoing upon the Building and the other tenants of Landlord therein. Landlord shall not be deemed to have unreasonably withheld its consent if it refuses to consent to a subletting or assignment to an existing tenant in any building which is owned by Landlord or its affiliate or to a proposed subtenant or assignee with whom Landlord is negotiating a lease or if at the time of Tenant's request, Tenant is in default, beyond applicable documentation grace and other information necessary notice periods provided herein for Landlord to determine that the requirements cure thereof, of any of the terms, covenants and conditions of this Section 13 have been satisfiedlease to be performed by Tenant, including or, if applicable, the qualification of Landlord's lender's consent to such proposed transferee as an affiliate of Tenant or a Related Entitytransaction is required and same is not granted.

Assignment/Subletting. Except as provided herein, Tenant Lessee shall not assign or in any manner transfer this Lease nor any --------------------- rights hereunder, nor let or any estate or interest hereunder and shall not sublease the Premises sublet all or any part thereof of the Premises, nor suffer or permit any person of corporation to use any part of the Premises, without first obtaining the express prior written consent of LandlordLessor, which consent shall not be unreasonably withheld. The transfer of fifty percent (50%) or more of the stock of Lessee if Lessee is a corporation, conditionedthe transfer of any partnership interest if Lessee is a partnership, or delayedthe transfer of a beneficial interest in a land trust if Lessee is a land trust, shall not be unreasonably withheld. As /s/ SHA JR deemed an assignment requiring the consent of Lessor if any such transfer will effectively vest control of Lessee in an entity or person other than the entity or person then having such control. Should Lessor consent to such assignment of this Lease or to a sublease of all or any part of Tenant’s request forthe Premises, Lessee does hereby guarantee payment of all Rent herein reserved and as a condition toall other obligations hereunder until the expiration of the Term. No failure of Lessor to promptly collect from any assignee or sublessee, Landlord’s or any extension of the time for the payment of such rents, shall release or relieve Lessee or any guarantor from its guaranty or obligation of payment of such rents or performance of other obligations. Should Lessor consent to such assignment or sublease, Tenant shall provide Landlord with financial statements all amounts received by Lessee as consideration for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not same, including, without limitation, amounts received from a sublessee in excess of amounts to be entitled remitted by Lessee to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy Lessor hereunder, shall be the property of Lessor and delivered to Lessor by Lessee immediately upon receipt. Any consent by Lessor to an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease requestof Lessee's rights hereunder shall be effective for that transaction only. Lessor hereby expressly reserves the right to approve or disapprove of all future assignments or subleases by Lessee or its assignee or sublessee, which approval.* Notwithstanding anything in the foregoing, Lessee may, upon thirty (30) days prior written notice to Lessor, assign this Lease without Lessor's consent, to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company a corporation with which Tenant Lessee may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) , to any corporation which is the successor corporation in the event parent or subsidiary of Lessee or to a corporate reorganization (a “Related Entity”)subsidiary of Lessee's parent; provided, however, that (i) such Related Entity does assignment shall not use the Premises for affect or reduce any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided obligations of Lessee under this Lease and that such Related Entity does Lessee shall remain primarily liable hereunder. *shall not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.be unreasonably withheld

Assignment/Subletting. Except as provided herein(a) Neither Tenant, Tenant nor any of its permitted successors or assigns, shall not transfer, assign, mortgage, encumber, or, by operation of law or otherwise, pledge, hypothecate, or assign or in any manner transfer this Lease all or any estate of its interest in this Lease, or interest hereunder and shall not sublease sublet or permit the Premises Premises, or any part thereof thereof, to be used by others, including, but not by way of limitation, licensees of Tenant, without the prior written consent of Landlord, in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed, if Tenant complies with the requirements of this Article 19 and the requirements and conditions set forth in other provisions of the Lease. As part of Any such subletting or assignment shall be referred to as a “Transfer”, and the person to whom Tenant’s request for, and interest is transferred shall be referred to as a condition to“Transferee”. (b) The prohibition against any Transfer without the prior written consent of Landlord shall apply, Landlord’s consent without limitation, to such assignment or subleasethe following circumstances, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy each of which shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to adeemed a Transfer: (i) parentif Tenant or any guarantor of this Lease is a corporation (other than a corporation, subsidiary the outstanding voting stock of which is listed on a “national securities exchange,” as defined in the Securities Exchange Act of 1934), and if shares of such corporation are transferred by sale, assignment, bequest, inheritance, operation of law or affiliate otherwise (including, without limitation, a transfer to or by a receiver or trustee in federal or state bankruptcy, insolvency or other proceeding), so as to result in or make possible a change in the present control of Tenantsuch corporation; (ii) company with which if Tenant may merge or consolidateany guarantor of this Lease is a partnership, any change in control or ownership of such partnership; (iii) corporation that acquires any transfer by sale, assignment, bequest, inheritance, operation of law or other disposition of all or substantially all of the shares of stock or assets of Tenant or any guarantor which results in or makes possible a change in the present control of the business of Tenant or any such guarantor; (iv) any other change in ownership of Tenant, any guarantor of this Lease or the business operated by Tenant; or (v) any subletting or assignment which occurs by operation of law, merger, consolidation, or reorganization or any change of Tenant’s corporate or proprietary structure. In no event may Tenant assign this Lease, or sublease the Leased Premises, if Tenant is in default under this Lease. (c) In the event that Tenant desires to effect a Transfer hereunder, Tenant shall give Landlord written notice (the Transfer Notice”) thereof. To be effective, the Transfer Notice shall be accompanied by Tenant’s check, payable to the order of Landlord, or Landlord’s Agent, in an amount equal to $500.00 to compensate Landlord for the cost of reviewing the proposed Transfer and specify the proposed Transferee, and the proposed terms of the Transfer, and contain such information about the proposed Transferee, its experience, its financial situation, its methods of operation, and its impact on the Building, as a prudent businessman would require in making the Transfer decision. Tenant specifically agrees to apprise Landlord of any adverse or negative information in its possession concerning the proposed Transfer and the proposed Transferee. The Transfer Notice shall also contain a certificate by Tenant (or an officer or general partner of Tenant if Tenant is a corporation or partnership) of all “Transfer Consideration” (as defined below) or payable in connection with the proposed Transfer. Within sixty (60) days of the receipt of the Transfer Notice Landlord shall, by written notice to Tenant, elect: (i) to permit the proposed Transfer; (ii) to terminate this Lease; (iii) to sublet with the right to further sublet from Tenant for the balance of the term of this Lease (a) all of the Premises, or (b) only so much of the Leased Premises as Tenant proposed to Transfer, at the same rental as Tenant is obligated to pay to Landlord hereunder, provided, however, that if Landlord elects to sublease the entire Premises or terminate this Lease, Landlord shall notify Tenant of such election (“Sublease/Termination Notice”) and Tenant shall have the right to withdraw its transfer request within ten (10) days of Tenant’s receipt of Landlord’s Sublease/Termination Notice; or (iv) to any corporation deny consent to the proposed Transfer, in which is event Tenant shall continue to occupy the successor corporation in Lease Premises and comply with all of the terms and conditions hereof. In the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect Landlord fails to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that give Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice of its election hereunder within the specified sixty (60) day period, Landlord shall be deemed to have denied its consent to the proposed Transfer. (d) If this Lease is Transferred, the permitted Transferee shall assume by written instrument all of Tenant’s obligations under the Lease and such Transferee, at least ten twenty (1020) days prior to the effective date of the permitted Transfer, shall deliver to Landlord the proposed transfersublease, along with assignment and assumption agreement or other instrument evidencing the Transfer and the Transferee’s undertaking of Tenant’s obligations under the Lease. All of such documents shall be subject to Landlord’s prior written approval. In the event of a permitted Transfer, Tenant shall continue to be liable hereunder, and shall not be released from performance hereunder. In addition to the Rent reserved hereunder, Tenant shall pay to Landlord one-half (1/2) of all applicable documentation monies, property and other information necessary consideration of every kind whatsoever paid or payable to Tenant in consideration of or related to such Transfer (less all reasonable costs incurred by Tenant in connection with such Transfer) and for all property transferred to the Transferee, as all or part of the consideration including, without limitation, fixtures, other Leasehold Improvements, furniture, equipment and furnishings (collectively, all of the foregoing monies, property and other consideration shall be referred to as the “Transfer Consideration”), but excluding bona fide consideration paid for transfer of Tenant’s Property. Following a permitted Transfer of this Lease, Landlord shall not be required to send the named Tenant any notice of default by the approved Transferee. (e) Any Transfer without Landlord’s consent, whether as a result of any act or omission of Tenant, or by operation of law or otherwise, shall not be binding upon Landlord, and shall confer no rights upon any third person. Each such unpermitted Transfer shall, without notice or grace period of any kind, constitute a default by Tenant under this Lease. The acceptance by Landlord of the payment of Rent following any Transfer prohibited by this Article 19 shall not be deemed to be a consent by Landlord to determine that any such Transfer, an acceptance of the requirements Transferee as a tenant, a release of Tenant from the performance of any covenants herein contained, or a waiver by Landlord of any remedy of Landlord under this Lease, although amounts actually received shall be credited by Landlord against Tenant’s Rend obligations. Consent by Landlord to any one Transfer shall not constitute a waiver of the requirement for consent to any other Transfer. No reference in this Lease to assignees, subtenants or licensees shall be deemed to be a consent by Landlord to the occupancy of the Leased Premises by any such assignee, subtenant or licensee. (f) Notwithstanding anything set forth in this Article 19 to the contrary, Landlord will not unreasonably withhold its consent to an assignment of this Section 13 have been satisfiedLease for the use and occupation of the Premises to (i) Tenant’s parent or subsidiary corporation or to a corporation under common ownership with and controlled by the same persons who control Tenant, including if applicable, or (ii) any party which acquires substantially all of the qualification of such proposed transferee as an affiliate assets of Tenant or (iii) to a Related Entitycorporation into which Tenant merges or consolidates, or (iv) in connection with an initial public offering of stock in Tenant which results in Tenant being listed on a national securities exchange (as defined in paragraph (b) above), or in connection with another offering of securities by Tenant to generate capital for its business operations, provided, however, that in each such event, (1) such assignee shall possess qualifications for conducting the business at the Premises to the reasonable satisfaction of Landlord; (2) such assignee shall assume in writing all of Tenant’s obligations hereunder; and (3) Tenant continues to remain liable under this Lease for the performance of all of the terms contained herein including but not limited to, the payment of Base Rent, Annual Operating Costs and all Additional Rent due under this Lease. The liability of any Guarantor of this Lease shall not be affected as a result of any assignment permitted under this paragraph 19(f). Notwithstanding any provisions of clause (i) of this paragraph 19(f) to the contrary, no Transfer will be permitted under this paragraph 19(f) without Landlord’s consent if such Transfer would result in a Transfer of this Lease or the ownership interests in any Transferee to an entity not affiliated with Tenant through common ownership and control. It is the intention of the parties that the provisions of clause (i) of this paragraph 19(f) are included herein for the purpose of providing Tenant with flexibility in the manner of operating its business but such provisions are not intended to permit, and do not permit, a Transfer of this Lease to an entity outside the ownership family to which Tenant belongs as a means of defeating the other provisions of this Article 19 which require Landlord’s consent to a Transfer.

Assignment/Subletting. Except as provided herein, (a) Tenant shall not assign either voluntarily or in any manner by operation of law, assign, mortgage, encumber, or otherwise transfer this Lease or any estate interest herein, or interest hereunder and shall not sublease sublet the Demised Premises or any part thereof thereof, or permit the Demised Premises to be used or occupied by anyone other than Tenant or Tenant’s employees without the prior written consent of the Landlord, which shall consent may be not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, withheld provided that (i) Tenant shall provide provides Landlord with financial statements of the assignee or subtenant evidencing that such subtenant or assignee has a net worth and credit history equal to or greater than the credit history of Tenant as of the date hereof and (ii) Tenant remains responsible for all Rent and other obligations of Tenant under this Lease for the proposed transferee remainder of the Term. The foregoing restriction shall apply to any permitted subtenant or assignee of this Lease. Any assignment or hypothecation of the Demised Premises without the written consent of Landlord, shall be null and such void. In no event shall Tenant be released from any liability hereunder. Any assignment, subletting or other information as Landlord may reasonably requestaction in violation of the foregoing without the Landlord’s consent shall be void and shall (at Landlord’s option) constitute a material breach of this Lease. Tenant For purposes of this Section 33(a), an assignment shall include any direct or indirect transfer of any interest in Tenant, this Lease or the Demised Premises by Tenant, including but not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent limited to a proposed transfer pursuant to a third party and Tenant’s sole remedy merger, division, consolidation or liquidation, or pursuant to a change in ownership of Tenant involving a transfer of voting control in Tenant (whether by transfer of partnership interests, corporate stock or otherwise). Notwithstanding the foregoing, the original named Tenant herein shall be permitted to assign this Lease or sublease any portion of the Demised Premises to an action Affiliate (as hereinafter defined) without Landlord’s consent provided that: (i) no default then exists under this Lease, (ii) Tenant provides Landlord with a copy of such assignment or sublease within fifteen (15) days after the execution thereof, (iii) Tenant provides Landlord with financial statements of the assignee or subtenant evidencing that such subtenant or assignee has a net worth and credit history equal to enforce any such provision through specific performance or declaratory judgment. greater than the credit history of Tenant shall reimburse Landlord as of the date hereof, (iv) Tenant remains responsible for its actual reasonable costs all Rent and expenses incurred in connection other obligations of Tenant under this Lease for the remainder of the Term and (v) the Guarantor simultaneously with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment Affiliate executes and delivers to Landlord a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion reaffirmation of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by its existing Guaranty of this Lease. Tenant The term “Affiliate” as used herein shall give Landlord written notice at least ten (10) days prior to mean an entity that is organized under the effective date laws of one of the proposed transfer5▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ and that is controlled by, along controlling, or under common control with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityTenant.

Assignment/Subletting. Except as provided herein, A. Assignment and Subleasing by Tenant. Tenant shall not have the right to sublease or assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the Landlord's prior written consent and any attempt to do so shall constitute a material breach of Landlordthis Lease. If, which shall not be unreasonably withheldhowever, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent Landlord consents to such assignment or any sublease, Tenant shall provide pay to Landlord, in addition to all rents and charges hereunder, 50% of any Base Rent, after all costs, paid by such sublessee in excess of the Base Rent due under this Lease. Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld withhold its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in subletting to an assignee who is wholly owned subsidiary company of Tenant or a company which on the date of execution of this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or owns substantially all of the shares of outstanding stock or assets of Tenant; , or a company which results from the reconstruction, consolidation, amalgamation or merger of Tenant, or a General Partnership in which Tenant has a substantial interest (iv) collectively called "Exempt Entities"), or to any corporation other reputable entity which is financially secure and not inconsistent with the successor corporation in character of the event Building and the other tenants. Further, Landlord's consent shall not be required for Exempt Entities, Landlord shall not unreasonably withhold its approval, and Landlord shall provide written notice of its rejection of a corporate reorganization (a “Related Entity”); providedproposed subtenant within 10 days of Tenants notice, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of otherwise the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitywill be deemed approved. REFER TO GENERAL ADDENDUM ITEM NO. 5.

Assignment/Subletting. Except as provided herein, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder The identity and shall not sublease financial position of the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent a material consideration of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by entering into this Lease. Tenant shall give Landlord not, directly or indirectly, assign or sublet under this Lease or any part thereof, nor permit all or any part of the Premises to be used or occupied by another, without first obtaining the written notice at least ten (10) days prior consent of Landlord. Any assignment or subletting made without such Landlord’s consent, shall be voidable by Landlord. Any consent by Landlord, unless specifically stated therein, shall not relieve Tenant from its obligations under this Lease. To be effective, any assignment or sublease must be in writing and signed by the Landlord, Tenant and assignee/subtenant, and shall set forth the entire consideration being given and received. The acceptance of Rent from any other person shall neither be deemed to be a waiver of any of the provisions of this Lease nor be deemed to be a consent to the effective date assignment of this Lease or subletting of the proposed transferPremises. If Landlord shall consent to any assignment or subletting, along with the assignee/subtenant shall assume all applicable documentation obligations of Tenant hereunder and other information necessary for neither Tenant nor any assignee/subtenant shall be relieved of any liability hereunder in the performance of any of the terms, covenants and conditions hereof. In the event Tenant shall request the consent of Landlord to determine any assignment or subletting of this Lease, Tenant shall pay, as Additional Rent, all of Landlord’s administrative costs, overhead, reasonable attorneys’ fees and processing costs incurred by Landlord in connection therewith regardless of whether or not Landlord consents to any such assignment or subletting. Tenant hereby acknowledges and agrees that the requirements of this Section 13 have been satisfied, including if applicable, the qualification acceptance of such fees by Landlord shall not constitute a consent by Landlord to the proposed transferee as an affiliate of Tenant assignment, transfer or a Related Entitysublease.

Assignment/Subletting. Except as provided herein, Tenant shall not assign assign, transfer, mortgage or in any manner transfer encumber this Lease or sublet the Leased Premises without obtaining the prior written consent of Landlord, nor shall any estate assignment or interest hereunder and shall not sublease the Premises or any part thereof transfer of this Lease be effectuated by operation of law without the prior written consent of Landlord, which consents described herein shall not be unreasonably withheld. Exception: Without prior written consent, conditionedLandlord will agree to permit the Tenant to assign its rights and obligations under this Lease to an entity purchasing Tenant, or delayed. As part of Tenantto a succeeding Tenant via a merger, provided the Tenant satisfy the following conditions: (1) No Default shall exist; (2) The Tenant is selling to an unrelated third party in a bona fide arm’s request forlength transaction; (3) Successor tenant shall have net assets greater than (>) $50,000,000.00; (4) Tenant shall have paid all costs and expenses in connection with any such assignment, and as a condition to, including Landlord’s consent reasonable attorney’s fees and expenses. In the event that Tenant desires to such assignment assign this Lease, sublet the Leased Premises, or subleasepermit occupancy or use of the Leased Premises or any part thereof by another party or parties, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and thirty (30) days advance written notice of Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such bona fide proposed assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent subletting of all or any part of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00Leased Premises. Landlord agrees that Tenant shall have the right, without Landlord’s consentat its option during said thirty (30) day period, to sublease (a) release Tenant from this Lease, (b) sublet all or license a portion any part of the Leased Premises from Tenant at the same rental Tenant is paying Landlord, with the right to further sublease or, (c) refuse to consent to Tenant’s assignment or subletting and to continue this Lease in full force and effect as to the entire Leased Premises. The consent by Landlord to any assignment, transfer, or subletting shall not be construed as a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for waiver or release of Tenant from any other use than the use permitted by covenant or obligation under this Lease. , nor shall the collection or acceptance of Rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant from any covenant or obligation contained in this Lease, nor shall give such assignment or subletting be construed to relieve Tenant from giving Landlord written notice at least ten said thirty (1030) days prior notice, nor from obtaining the consent in writing of Landlord to any further assignment or subletting (which consent may be withheld in the effective date sole and absolute discretion of Landlord). In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord any and all rent due from any subtenant of Tenant and hereby authorizes each such subtenant to pay said rent directly to Landlord. Without limiting the generality of the proposed transferforegoing, along with all applicable documentation and other information necessary for if Landlord consents to determine that the requirements of an assignment or sublease pursuant to this Section 13 have been satisfied15, including if applicableLandlord may condition its consent upon the entry by such transferee into an agreement (in form and substances satisfactory to Landlord) with Landlord, the qualification by which such transferee assumes all of such proposed transferee as an affiliate of Tenant or a Related EntityTenant’s obligations hereunder.

Assignment/Subletting. Except as provided herein, Tenant shall will not assign this sublease in whole or in any manner transfer this Lease or any estate or interest hereunder part and shall will not sub-sublease the Sublease Premises in whole or any in part thereof without the prior written consent of Landlord, which shall Landlord agrees will not be unreasonably withheld. However, conditionedLandlord and Tenant acknowledge that it will be reasonable for Landlord to withhold its consent in the following instances: (i) the sublease does not contain a reasonable security deposit provision; (ii) banking, financial, or delayedother credit information and references about the proposed assignee or subtenant sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant have not been provided to Landlord; (iii) and in Landlord's reasonable judgment, the financial worth of the proposed assignee or subtenant does not meet the credit standards applied by Landlord for other tenants under subleases for the Premises. As part Landlord's consent to an assignment or sublease will not release Tenant from the payment and performance of Tenant’s request forits obligations under this Lease, but rather Tenant and assignee or subtenant will be jointly and severally liable for such payment and performance. In the case of an assignment or subletting, 100% of any sum or economic consideration received by Tenant as a result of such subletting (after having first subtracted broker and marketing costs) will be paid to Landlord after first deducting the rental due under this lease, prorated to reflect only rental allocable to the sublet portion of the Premises, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce cost of any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses real estate commissions incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to subletting, amortized over the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent term of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.the

Assignment/Subletting. (a) Except as provided otherwise set forth herein, Tenant shall will not assign assign, transfer, mortgage, pledge, hypothecate or in any manner transfer otherwise encumber this Lease or sublet or rent or permit the occupancy or use by any estate third party (including, without limitation, any licensee, concessionaire or interest hereunder and shall not sublease franchisee or any person other than Tenant), of the Premises or any part thereof thereof, whether effectuated by operation of law or by transfer of any interest in Tenant or otherwise, (each of the foregoing hereinafter referred to as "Transfer"), without Tenant first requesting and obtaining the prior written consent of LandlordLandlord (such request to consent to be provided at least forty-five (45) days prior to the proposed Transfer), which shall consent, except in the case of a proposed assignment or subletting, may be withheld in Landlord's sole and absolute subjective discretion. If Tenant requests Landlord's consent to a proposed assignment or subletting, such consent may not be unreasonably withheld, conditionedconditioned or delayed by Landlord, provided the other terms regarding assignments and sublettings, as set forth herein, are satisfied. Landlord shall grant or delayed. As part of withhold such consent within thirty (30) days after receiving Tenant’s 's request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee Transfer and such other all documentation and information as that is reasonably requested by Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such Landlord's consideration of the proposed Transfer. The term "Transfer" shall also include any subletting or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other change of Tenant's corporate or proprietary structure. Any assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is subletting shall not in default under this Lease beyond applicable notice and cure periods, the any manner relieve Tenant of any liability hereunder. Any request for consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation Transfer shall be in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted writing accompanied by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date full particulars of the proposed transferTransfer with copies of all documents relating thereto, along full particulars of the identity, responsibility, reputation, financial standing and business of the Transferee (as hereinafter defined) together with all applicable documentation and other further information necessary for Landlord relating to determine that the requirements of this Section 13 have been satisfied, including if applicableproposed Transfer which is relevant. In addition, the qualification of Tenant shall promptly furnish such proposed transferee as an affiliate of Tenant or a Related Entityfurther information which the Landlord may request.

Assignment/Subletting. Except as provided hereinThis Lease may not be assigned by Tenant, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease a▇▇ ▇▇ part of the Leased Premises or any part thereof without may be subleased by Tenant, w▇▇▇▇▇▇ the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord may condition the grant of such consent upon the Tenant's payment of all attorney's -FEES and costs incurred by the Landlord thereby, conditioned, or delayed. As part upon delivery of Tenant’s request forsuch information as the Landlord reasonably requests in relation thereto, and as upon receipt of a condition to, guarantee and indemnification acceptable to Landlord’s consent to such . If there is an assignment or subleasesubleasing without the express written consent of Landlord, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant collect Basic Annual Rent and Additional Rent from the assignee, subtenant or occupant and apply the net amount collected to the amounts due under this Lease; but such collection shall not be entitled deemed a waiver of Landlord's right to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such forbid the assignment or sublease request. Notwithstanding anything in this Lease and it shall not be deemed to be the contraryacceptance by Landlord of the assignee, so long sub tenant or occupant as a Tenant is not in default under this Lease beyond applicable notice and cure periodshereunder, or as a release of performance of the obligations of Tenant Each time that the Tenant submits a request for the consent of the Landlord need not be obtained to permit the Tenant to assign or sublease, the Landlord has the option during the 90 day, period following such request to end the term of this Lease as of a date stated by Landlord, ▇▇▇ ▇▇▇dlord has no liability to the Tenant if the assignment of the Lease is to a: (i) parent, subsidiary Landlord enters into a lease or affiliate of Tenant; (ii) company other agreement with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfersubtenant or assignee prior to, along with all applicable documentation and other information necessary for Landlord to determine that upon, or after such declaration by the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityLandlord.

Assignment/Subletting. (a) Tenant shall not, voluntarily or by operation of law, assign, mortgage, pledge, hypothecate or encumber this Lease, or sublet all or a portion of the Premises, without Landlord’s prior written consent, which consent may be granted or withheld by Landlord in its sole and absolute discretion. An assignment of this Lease by Tenant shall be deemed to have occurred if in a single transaction or in a series of transactions the ownership interests (whether stock, partnership interests, membership interests or other) of Tenant or any parent company of Tenant are transferred, diluted, reduced or otherwise affected with the result that the present owners have less than a 51% ownership interest in Tenant or the parent company, as applicable, or cease to control the management and operation of Tenant or the parent company, as applicable. Notwithstanding anything to the contrary, the provisions of this subsection shall not apply to Tenant or any parent company of Tenant so long as its stock is publicly traded on a recognized national securities exchange; provided if Tenant or any parent company of Tenant ceases to be publicly traded, the provision of this section shall apply thereafter, based on the ownership of Tenant or the parent company at the time it became privately owned. Except as provided hereinotherwise expressly permitted hereunder, Tenant shall not assign allow any other person or entity to occupy the Premises (or any portion thereof). Landlord’s consent to an assignment or subletting shall not be deemed a consent to any subsequent assignment or subletting. Landlord shall be entitled to, and Tenant shall remit to Landlord, any profit that may inure to Tenant as a result of an assignment of this Lease or subletting of the Premises (or portion thereof). Landlord shall have the right to directly collect the rent payable by any subtenant of Tenant and apply the same to Tenant’s obligations under this Lease, and no further instruments shall be required for Landlord to exercise such right; provided Tenant agrees to execute and cause its subtenant to execute any instruments reasonably requested by Landlord for the purposes of allowing it to collect such rents. (b) At the time Tenant requests Landlord’s approval of any proposed assignment of this Lease or subletting of the Premises, Tenant shall pay Landlord the sum of Five Hundred and No/100 Dollars ($500.00) to cover the cost of processing such request, including, but not limited to, administrative costs and legal fees. Tenant shall deliver to Landlord copies of all documents executed in connection with any manner transfer permitted assignment of this Lease or any estate or interest hereunder and shall not sublease permitted subletting of the Premises or any part thereof without the prior written consent of Landlordby Tenant, which shall not documents must be unreasonably withheldin form and substance reasonably satisfactory to Landlord; provided, conditioned, or delayed. As part any assignee of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything interest in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate must assume all of Tenant; ’s obligation and liabilities hereunder, and any subtenant of Tenant must agree (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all for the benefit of the shares of stock or assets of Tenant; or (ivLandlord) to any corporation which is comply with all the successor corporation in the event terms of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect No acceptance by Landlord of any Rent or other sum from an assignee or sublessee shall be deemed a consent to an Tenant’s assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to of this Lease or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion subletting of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitypart thereof).

Assignment/Subletting. Except as provided herein, Tenant shall not assign this Lease, or in any manner transfer this Lease sublet or any estate or interest hereunder and shall not sublease license the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all or any of the foregoing actions are referred to as “Transfers” and all or any of assignees, subtenants, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld. Notwithstanding the provisions of this Section 5.8, conditionedthis Lease may be assigned, or delayed. As part of Tenant’s request forthe Premises may be sublet, and as a condition toin whole or in part, Landlord’s consent after prior notice to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the but without consent of the Landlord need not be obtained if the assignment and without any termination right of the Lease is to a: Landlord being applicable thereto, (i) parent, subsidiary to any corporation or affiliate of Tenant; (ii) company other entity into or with which Tenant may merge be merged or consolidate; (iii) consolidated or to any corporation that acquires or entity to which all or substantially all of the shares of Tenant’s assets or capital stock or assets of Tenant; will be transferred, or (ivii) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the successor surviving corporation in or entity shall provide reasonable evidence that it has a creditworthiness at least equal to the event greater of a corporate reorganization (a “Related Entity”); provided, however, that (i) the net worth of Tenant as of the date of such Related Entity does not use the Premises for any other use than the use permitted by this Leasecorporate transaction, and (ii) as of the date of this Lease and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a “Permitted Transfer”). Unless Landlord’s consent specifically provides otherwise with respect to an assignment a particular proposed Transferee, Tenant shall not offer to make or enter into negotiations with respect to a Related Entity described Transfer to any of the following: (i) a tenant in subsections the ▇▇▇▇▇ ▇▇▇▇▇ Office Park; (ii) and any party with whom Landlord or any affiliate of Landlord is then negotiating with respect to space in the ▇▇▇▇▇ ▇▇▇▇▇ Office Park; or (iii)) any party which would be of such type, such Related Entity has character or condition as to be inappropriate, in Landlord’s judgment, as a tangible net worth equal to or greater than $10,000,000.00tenant for a first class office building. Landlord agrees that Notwithstanding the foregoing, Tenant shall have the rightmay, without Landlord’s consent, offer to sublease make or license make a Transfer of a portion of the Premises to Transform Pharmaceuticals, Inc. and/or Alterex, Inc., current tenants of the Building. Tenant’s request for consent to a Related Entity described Transfer shall include a copy of the proposed Transfer instrument, if available, or else a statement of the proposed Transfer in subsection detail satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. Any Transfer, except Permitted Transfers, made without Landlord’s consent shall be void. Landlord shall have the option (ibut not the obligation) above, provided that such Related Entity does not use to terminate the Lease with respect to a Transfer of the entire Premises for any other use than which Tenant proposes effective upon the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation Transfer and other information necessary continuing for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification proposed term thereof by giving Tenant notice of such proposed transferee termination within 60 days after Landlord’s receipt of Tenant’s request. Tenant, however, shall have the right to withdraw such request if Landlord gives Tenant notice of its right to recapture the Premises. If Tenant does make a Transfer hereunder, and, in the event that any assignee or subtenant pays to Tenant any amounts in excess of the Annual Fixed Rent, Additional Rent, and all other payments then payable hereunder, or pro rata portion thereof on a square footage basis for any portion of the Premises (such excess being hereinafter referred to as an affiliate “Sublease Profits”), Tenant shall promptly pay fifty percent (50%) of said Sublease Profits to Landlord as and when received by Tenant or a Related Entity.after deduction of Tenant’s Sublease Costs (as hereinafter defined). The term “

Assignment/Subletting. Except as provided hereinTenant, Tenant voluntary or involuntarily, shall not assign this Lease, or in any manner transfer this Lease sublet, license, mortgage or any estate otherwise encumber or interest hereunder and shall not sublease convey the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as “Transfers”) and all or any of assignees, transferees, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned, withheld or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s Any Transfer without such consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs null and expenses incurred in connection with such assignment or sublease requestvoid and of no effect whatsoever. Notwithstanding anything in the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the Landlord but without consent of the Landlord need not be obtained if the assignment and without any termination right of the Lease is to a: Landlord being applicable thereto, (i) parent, subsidiary to any corporation or affiliate of Tenant; (ii) company other entity into or with which Tenant may merge be merged or consolidate; (iii) consolidated or to any corporation that acquires or entity to which all or substantially all of the shares of Tenant’s assets or stock or assets of Tenant; will be transferred, or (ivii) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the successor surviving corporation in or entity shall provide reasonable evidence that it has a creditworthiness at least equal to the event greater of a corporate reorganization (a “Related Entity”); provided, however, that the net worth of Tenant (i) as of the date of such Related Entity does not use the Premises for any other use than the use permitted by this Leasecorporate transaction, and (ii) as of the date of this Lease and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a (“Permitted Transfer”). Unless Landlord’s consent specifically provides otherwise with respect to an assignment a particular proposed Transferee, Tenant shall not offer to make or enter into negotiations with respect to a Related Entity described Transfer to any of the following: (i) a tenant in subsections the Building or any other building owned, managed or controlled by Landlord provided that Landlord has space available for such party; (ii) any party with whom Landlord or any affiliate of Landlord is then negotiating with respect to space in the Building or any other building owned, managed or controlled by Landlord or an affiliate of Landlord provided that Landlord (or any such affiliate) has space available for such party; or (iii) any party which would be of such type, character or condition as to be inappropriate, in Landlord’s reasonable judgment, as a tenant for a first class office building. Tenant’s request for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail reasonably satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. If Tenant intends to Transfer more than one-third (1/3) of the Premises and such Transfer is not a Permitted Transfer, then Tenant shall provide Landlord with written notice of its intention to do so and Landlord shall have the option (but not the obligation) to terminate the Lease with respect to such a Transfer effective upon the date that such transfer was to be effective and continuing for the proposed term thereof by giving Tenant notice of such termination within thirty (30) days after Landlord’s receipt of such notice from Tenant. In such event, all lobbies, elevators, restrooms and other facilities that are necessary for the use and occupancy of the recaptured premises shall constitute common areas and Landlord shall be entitled to the use of such areas in common with Tenant. Tenant, however, shall have the right to withdraw such request if Landlord gives Tenant notice of its right to recapture the Premises. If Tenant makes a Transfer hereunder, and if the aggregate rent and other charges payable to Tenant under and in connection with such Transfer (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs associated with such Transfer) exceed the sum of (x) Rent and other charges paid hereunder with respect to the space in question and (iiiy) Tenant’s reasonable out-of-pocket costs to procure the Transfer amortized on a straight-line basis over the Term of the Transfer, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the amount of such excess within thirty (30) days after Tenant’s receipt thereof. A consent required from Landlord under this Section 5.8 with respect to a particular Transfer may be deemed given in accordance with the following procedure. Tenant shall provide an initial written notice to Landlord (which shall include all materials required under this Section 5.8) with the following written on the outside of the delivery envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWENTY DAYS SHALL RESULT IN THE DEEMED APPROVAL OF A SUBLEASE OR ASSIGNMENT AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 333 ▇▇▇▇▇ STREET IN WALTHAM, MASSACHUSETTS.” If Landlord does not respond to such request within twenty (20) days after delivery to Landlord, Tenant shall provide another written notice to Landlord (which shall also include all materials required under this Section 5.8) with the following written on the outside of the delivery envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE BUSINESS DAYS SHALL RESULT IN THE DEEMED APPROVAL OF A SUBLEASE OR ASSIGNMENT AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 333 ▇▇▇▇▇ STREET IN WALTHAM, MASSACHUSETTS.” If Landlord does not respond to such second notice within five (5) Business Days after delivery to Landlord, then the consent required from Landlord with respect to such Transfer (but not any future Transfer) shall be deemed given. Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable legal fees and other commercially reasonable out-of-pocket expenses incurred in connection with any proposed Transfer, including fees for review of documents and investigations of proposed Transferees. Notwithstanding any such Transfer, the original Tenant named herein shall remain directly and primarily obligated under this Lease. The amount of such fees and expenses shall not exceed Two Thousand Five Hundred Dollars ($2,500) with respect to any single Transfer, such amount to be subject to commercially reasonable increase upon the commencement of the fifth (5th) Lease Year of the Term. If Tenant enters into any Transfer including a Permitted Transfer with respect to the Premises (or any part thereof), such Related Entity has a tangible net worth equal Transferee shall be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or greater than $10,000,000.00. Landlord agrees that Tenant attributable to such Transferee, for the performance of Tenant’s agreements under this Lease (including payment of Rent under the Transfer), and every Transfer shall have the rightso provide, without Landlordrelieving or modifying Tenant’s consentliability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to sublease acknowledge such liability. Following a default by Tenant (subject to any applicable notice and cure periods), Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent and other charges hereunder, but no such assignment or license collection shall be deemed a portion waiver of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements provisions of this Section 13 have been satisfied5.8, including if applicableor the acceptance of the Transferee as a tenant, the qualification of such proposed transferee as an affiliate or a release of Tenant or from direct and primary liability for the further performance of Tenant’s covenants hereunder. The consent by Landlord to a Related Entityparticular Transfer shall not relieve Tenant from the requirement of obtaining the consent of Landlord to any further Transfer.

Assignment/Subletting. Except as provided herein, The identity and financial position of the Tenant is a material consideration of Landlord entering into this Lease. Tenant shall not not, directly or indirectly, assign or in any manner transfer sublet under this Lease or any estate or interest hereunder and shall not sublease the Premises part thereof, nor permit all or any part thereof of the Premises to be used or occupied by another, without first obtaining the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, . Any assignment or delayed. As part of Tenant’s request for, and as a condition to, subletting made without such Landlord’s consent shall be voidable by Landlord. Any consent by Landlord, unless specifically stated therein, shall not relieve Tenant from its obligations under this Lease. To be effective, any assignment or sublease must be in writing and signed by the Landlord, Tenant and assignee/subtenant, and shall set forth the entire consideration being given and received. The acceptance of Rent from any other person shall neither be deemed to be a waiver of any of the provisions of this Lease nor be deemed to be a consent to the assignment of this Lease or subletting of the Premises. If Landlord shall consent to any assignment or subletting, the assignee/subtenant shall assume all obligations of Tenant hereunder and neither Tenant nor any assignee/subtenant shall be relieved of any liability hereunder in the performance of any of the terms, covenants and conditions hereof. In the event Tenant shall request the consent of Landlord to any assignment or subletting of this Lease, Tenant shall pay, as Additional Rent, all of Landlord’s administrative costs, overhead, reasonable attorneys’ fees and processing costs incurred by Landlord in connection therewith regardless of whether or not Landlord consents to any such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitysubletting.

Assignment/Subletting. Except as provided herein, (a) Tenant shall not may assign its interest in all or in any manner transfer portion of this Lease or any estate or interest hereunder and shall not sublease the Premises all or any part thereof portion(s) of the Properties without the prior written consent of Landlord. Unless Landlord consents to releasing Tenant in writing in advance, which shall not be unreasonably withheldconsent Landlord may withhold in its sole and absolute discretion, conditionedno sublease under, or delayed. As part assignment of Tenant’s request forthis Lease shall relieve Tenant of its obligations hereunder, and all such obligations shall continue as the obligations of a condition to, Landlord’s consent to such assignment principal and not as the obligations of a surety or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease requestguarantor. Notwithstanding anything in this Lease to the contraryany merger, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: consolidation or sale (i) of the Tenant, (ii) of any parent, subsidiary or affiliate of the Tenant or (iii) of any or all of the assets of the Tenant or any parent, subsidiary or affiliate of the Tenant; , the original Tenant (and any successor of the original Tenant by such merger, sale or consolidation) shall continue to be obligated for all of the Tenant’s obligations hereunder without any abatement, diminution, set-off, reduction, rebate, termination, or decrease. The joint and several liability of Tenant named herein and any immediate and remote successor in interest of Tenant (by assignment or otherwise), and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed, shall not in any way be discharged, released or impaired by any (i) agreement which modifies any of the rights or obligations of the parties under this Lease, (ii) company with stipulation which Tenant may merge or consolidate; extends the time within which an obligation under this Lease is to be performed, (iii) corporation that acquires all or substantially all waiver of the shares performance of stock or assets of Tenant; an obligation required under this Lease, or (iv) failure to enforce any corporation which is of the successor corporation obligations set forth in this Lease, unless in each case, the event same has been consented to by Landlord in writing. (b) Each sublease of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use any Property or any part thereof shall be subject and subordinate to the Premises for any other use than the use permitted by provisions of this Lease, and a copy thereof shall be delivered to Landlord within fifteen (ii15) with respect to an assignment to days after the execution and delivery of such sublease. Actions affecting a Related Entity described in subsections Property by the subtenant (ii) and (iii)including, such Related Entity has but not limited to, a tangible net worth equal to holding over by a subtenant after the expiration or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion sooner termination of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease) shall also be deemed actions taken by Tenant. Tenant shall give Landlord written notice at least shall, within a minimum of ten (10) days prior to the effective date execution and delivery of any such assignment as described in this Section, give notice of such assignment to Landlord. Tenant further agrees that in the case of such assignment, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the proposed transferterms and provisions of this Lease on the part of the Tenant to be observed and performed, along with and, in the case of a sublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. (c) Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all applicable documentation rents and other information necessary for sums of money payable under any sublease of any of the Properties, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default. All subleases shall provide that upon notice from Landlord of an Event of Default, all rent due under such sublease shall be paid as so directed. (d) In the event of a termination of this Lease, any subtenant of the Properties shall, at the option of Landlord, exercisable within thirty (30) days after such termination, attorn to determine Landlord. Each subtenant who hereafter takes an interest in any Property shall be deemed to have agreed to the provisions of this Section. Tenant covenants that each sublease of any Property hereafter executed shall contain a clause expressly providing that the requirements subtenant thereunder shall attorn to Landlord, upon request of Landlord, in the event of a termination of this Section 13 have been satisfiedLease, including if applicable, but the qualification absence of such proposed transferee a clause from any sublease shall not relieve the subtenant from the provisions of this Section. In the event Landlord expressly waives such right of attornment or does not timely exercise the option to have a subtenant attorn as an affiliate of Tenant or a Related Entityaforesaid, such sublease shall automatically terminate.

Assignment/Subletting. Except as provided herein4.01 Neither Tenant nor Tenant's legal representatives or successors in interest by operation of law or otherwise, Tenant shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance. The transfer of a majority of the issued and outstanding capital stock of any corporate tenant (excluding, however, the transfer of stock effected through the "over-the-counter market" or through any recognized stock exchange) or a majority of the total interest in any partnership tenant, however accomplished, and whether in a single transaction or in any manner transfer a series of related or unrelated transactions, the conversion Tenant to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant, shall be deemed an assignment of this Lease or any estate of such sublease, consent to which shall be granted or interest hereunder and shall not sublease withheld by Landlord in accordance with the provisions of this Article. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody 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 assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant 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. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord, which shall not be unreasonably withheld, conditioned's consent to any assignment or sublease to, or delayedoccupancy of the Premises by, such party or entity. As If any lien is filed against the Premises or the Building of which the same form a part of Tenant’s request for, and as a condition to, Landlord’s consent for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within twenty (20) days thereafter, at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. 4.02 If Tenant desires to assign this Lease or to sublet all or any portion of the Premises, it shall provide first submit in writing to Landlord a notice (the "Tenant's Recapture Offer") which states, with financial statements for respect to each such prospective assignment or subletting, all of the proposed transferee relevant terms and such other information as Landlord conditions upon which Tenant is willing to assign this Lease or sublet the Premises, or any portion thereof, whichever may reasonably request. Tenant be applicable, and which shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent deemed an offer under the terms and conditions contained in Tenant's Recapture Offer (i) with respect to a proposed transfer prospective assignment, to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in assign this Lease to the contraryLandlord without any payment of moneys or other consideration therefor, so long as Tenant is not in default under this Lease beyond applicable notice and cure periodsor, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with respect to a prospective subletting, to sublet to Landlord the portion of the Premises involved ("Leaseback Area") on the same terms, covenants and conditions (including provisions relating to escalation rents) as are contained therein and as are allocable and applicable to the portion of the Premises to be covered by such subletting. Tenant's Recapture Offer shall specify the date when the Leaseback Area will be made available to Landlord, which Tenant may merge or consolidate; date shall be in no event earlier than sixty (iii60) corporation that acquires days nor later than one hundred eighty (180) days following the acceptance of Tenant's Recapture Offer (the "Recapture Date"). If an offer of sublease is made, and if the proposed sublease will result in all or substantially all of the shares Premises being sublet for the balance or substantially the balance of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); providedTerm, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. then Landlord agrees that Tenant shall have the right, without Landlord’s consent, option to extend the term of its proposed sublease or license a portion for the balance of the Premises term of this Lease less one (1) day. Landlord shall have a period of ninety (90) days from the receipt of such Tenant's Recapture Offer to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by either accept or reject Tenant's Recapture Offer or to terminate this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.

Assignment/Subletting. Except as provided herein, Tenant shall not assign or in any manner transfer No Assignment of this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof (as defined below) is permitted without the prior written consent of Landlord. The granting or withholding of such consent will be solely within the discretion of Landlord, subject to the limitations set forth below. (1) any assignment of this Lease or a subletting of the Leased Premises; (2) any permission to a third party to use all or part of the Leased Premises; (3) any mortgage or other encumbrance of this Lease or of the Leased Premises; (4) the appointment of a receiver or trustee of any of the Tenant’s property; (5) any assignment or sale in bankruptcy or insolvency; (6) the transfer of a controlling interest in Tenant by any means, including operation of law, to parties other than those maintaining such controlling interest on the date on which Tenant executes this Lease; and (7) a sale or transfer of all or substantially all of Tenant’s assets. Notwithstanding the foregoing, Landlord’s consent to an Assignment of the types described in clauses (1), (2), (6), and (7) of the foregoing paragraph shall not be unreasonably withheld, conditioneddelayed or conditioned so long as the proposed assignee is sufficiently creditworthy, or delayed. As part as reasonably determined by Landlord, to perform the obligations of Tenant’s request forTenant under this Lease, and as the proposed use is reasonably acceptable to Landlord. Even if Landlord consents to an Assignment, Tenant will remain primarily liable under this Lease. Also, Tenant will bear all reasonable legal costs, up to a condition tomaximum amount of Three Thousand Dollars ($3,000.00), incurred by Landlord in connection with Landlord’s review of documents concerning an Assignment, whether or not Landlord consents to it. Landlord’s consent to such assignment a specific Assignment does not waive Landlord’s right to withhold consent to any future or subleaseadditional Assignment. If Tenant intends to Assign this Lease, Tenant shall provide must give Landlord with financial statements for notice of its intention to make an Assignment at least fifteen (15) days prior to the proposed transferee and anticipated effective date of such other information Assignment, which notice will contain such details as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to request (the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related EntityAssignment Notice”); provided, however, that (i) such Related Entity does not use . If the Premises for amount of rent and other sums received by Tenant under any other use Assignment is more than the use permitted by Rent due from Tenant under this Lease, then Tenant will pay fifty percent (50%) of the excess to Landlord on a monthly basis and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), promptly upon Tenant’s receipt of such Related Entity has a tangible net worth equal to or greater than $10,000,000.00excess amounts. Landlord agrees that Tenant shall have the rightIf, without Landlord’s consent, to sublease this Lease is Assigned, or license a portion if the Leased Premises are occupied or used by any party other than Tenant, then all resulting expenses (including reasonable attorneys’ fees, but excluding any brokerage fees) incurred by Landlord will be immediately due and payable by Tenant upon receipt of an invoice. If Tenant defaults, Landlord may collect rent from the assignee, subtenant, occupant or user (the “Assignee”) of the Leased Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use and apply it towards the Premises for any other use than the use permitted by Rent due under this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date Such collection will not be deemed an acceptance of the proposed transferAssignee as tenant, along with all applicable documentation will not waive or prejudice Landlord’s right to initiate legal action against Tenant to enforce Tenant’s fulfillment of its obligations under this Lease and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of will not release Tenant from such proposed transferee as an affiliate of Tenant or a Related Entityobligations.

Assignment/Subletting. Except as provided hereinTenant, Tenant voluntary or involuntarily, shall not assign this Lease, or in any manner transfer this Lease sublet, license, mortgage or any estate otherwise encumber or interest hereunder and shall not sublease convey the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as “Transfers”) and all or any of assignees, transferees, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned, withheld or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s Any Transfer without such consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs null and expenses incurred in connection with such assignment or sublease requestvoid and of no effect whatsoever. Notwithstanding anything in the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the Landlord but without consent of the Landlord need not be obtained if the assignment and without any termination right of the Lease is to a: Landlord being applicable thereto, (i) parent, subsidiary to any corporation or affiliate of Tenant; (ii) company other entity into or with which Tenant may merge be merged or consolidate; (iii) consolidated or to any corporation that acquires or entity to which all or substantially all of the shares of Tenant’s assets or stock or assets of Tenant; will be transferred, or (ivii) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the successor surviving corporation in or entity shall provide reasonable evidence that it has a creditworthiness at least equal to the event greater of a corporate reorganization (a “Related Entity”); provided, however, that the net worth of Tenant (i) as of the date of such Related Entity does not use the Premises for any other use than the use permitted by this Leasecorporate transaction, and (ii) as of the date of this Lease and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a (“Permitted Transfer”). Unless Landlord’s consent specifically provides otherwise with respect to an assignment a particular proposed Transferee, Tenant shall not offer to make or enter into negotiations with respect to a Related Entity described Transfer to any of the following: (i) a tenant in subsections the Building or any other building owned, managed or controlled by Landlord provided that Landlord has space available for such party ; (ii) any party with whom Landlord or any affiliate of Landlord is then negotiating with respect to space in the Building or any other building owned, managed or controlled by Landlord or an affiliate of Landlord provided that Landlord (or any such affiliate) has space available for such party; or (iii) any party which would be of such type, character or condition as to be inappropriate, in Landlord’s reasonable judgment, as a tenant for a first class laboratory building. Tenant’s request for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail reasonably satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. If Tenant intends to Transfer more than one-third (1/3) of the Premises and such Transfer is not a Permitted Transfer, then Tenant shall provide Landlord with written notice of its intention to do so and Landlord shall have the option (but not the obligation) to terminate the Lease with respect to such a Transfer effective upon the date that such transfer was to be effective and continuing for the proposed term thereof by giving Tenant notice of such termination within thirty (30) days after Landlord’s receipt of such notice from Tenant. In such event, all lobbies, elevators, restrooms and other facilities that are necessary for the use and occupancy of the recaptured premises shall constitute common areas and Landlord shall be entitled to the use of such areas in common with Tenant. Tenant, however, shall have the right to withdraw such request if Landlord gives Tenant notice of its right to recapture the Premises. If Tenant makes a Transfer hereunder, and if the aggregate rent and other charges payable to Tenant under and in connection with such Transfer (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs associated with such Transfer) exceed the sum of (x) Rent and other charges paid hereunder with respect to the space in question and (iiiy) Tenant’s reasonable out-of-pocket costs to procure the Transfer amortized on a straight-line basis over the Term of the Transfer, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the amount of such excess within thirty (30) days after Tenant’s receipt thereof. A consent required from Landlord under this Section 5.8 with respect to a particular Transfer may be deemed given in accordance with the following procedure. Tenant shall provide an initial written notice to Landlord (which shall include all materials required under this Section 5.8) with the following written on the outside of the delivery envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWENTY DAYS SHALL RESULT IN THE DEEMED APPROVAL OF A SUBLEASE OR ASSIGNMENT AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 610 LINCOLN STREET IN WALTHAM, MASSACHUSETTS.” If Landlord does not respond to such request within twenty (20) days after delivery to Landlord, Tenant shall provide another written notice to Landlord (which shall also include all materials required under this Section 5.8) with the following written on the outside of the delivery envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE BUSINESS DAYS SHALL RESULT IN THE DEEMED APPROVAL OF A SUBLEASE OR ASSIGNMENT AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 610 LINCOLN STREET IN WALTHAM, MASSACHUSETTS.” If Landlord does not respond to such second notice within five (5) Business Days after delivery to Landlord, then the consent required from Landlord with respect to such Transfer (but not any future Transfer) shall be deemed given. Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable legal fees and other commercially reasonable out-of-pocket expenses incurred in connection with any proposed Transfer, including fees for review of documents and investigations of proposed Transferees. Notwithstanding any such Transfer, the original Tenant named herein shall remain directly and primarily obligated under this Lease. The amount of such fees and expenses shall not exceed Two Thousand Five Hundred Dollars ($2,500) with respect to any single Transfer, such amount to be subject to commercially reasonable increase upon the commencement of the fifth (5th) Lease Year of the Term. If Tenant enters into any Transfer including a Permitted Transfer with respect to the Premises (or any part thereof), such Related Entity has a tangible net worth equal Transferee shall be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or greater than $10,000,000.00. Landlord agrees that Tenant attributable to such Transferee, for the performance of Tenant’s agreements under this Lease (including payment of Rent under the Transfer), and every Transfer shall have the rightso provide, without Landlordrelieving or modifying Tenant’s consentliability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to sublease acknowledge such liability. Following a default by Tenant (subject to any applicable notice and cure periods), Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent and other charges hereunder, but no such assignment or license collection shall be deemed a portion waiver of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements provisions of this Section 13 have been satisfied5.8, including if applicableor the acceptance of the Transferee as a tenant, the qualification of such proposed transferee as an affiliate or a release of Tenant or from direct and primary liability for the further performance of Tenant’s covenants hereunder. The consent by Landlord to a Related Entityparticular Transfer shall not relieve Tenant from the requirement of obtaining the consent of Landlord to any further Transfer.

Assignment/Subletting. Except as provided herein(a) Subject to the provisions of Paragraph 54(h), below, Tenant covenants that it shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease lease nor sublet the Demised Premises or any part thereof without the prior written consent of LandlordLandlord in each instance, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and as a condition to, Tenant may assign this lease or sublet the Demised Premises with Landlord’s 's written consent to provided: (i) That such assignment or subleasesublease is for a use which is in compliance with the terms of this lease, the then existing zoning regulations and the Certificate of Occupancy; (ii) That at the time of such assignment or subletting, there is no default under the terms of this lease on Tenant's part which has not been cured prior to the expiration of all applicable grace periods; (iii) That in the event of an assignment, the assignee assumes in writing the performance of all of the terms and obligations to be performed by Tenant under this lease from and after the date of such assignment; (iv) That a duplicate original of said assignment or sublease be delivered to Landlord at the address herein set forth within twenty (20) days from the said assignment or sublease and within one hundred twenty (120) days of the date that Tenant first provides Landlord with the information required under Paragraph 54(f) below; (v) That, in the event Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its request Landlord's consent to a proposed transfer assignment of this lease or proposed sublease of all or a portion of the Demised Premises, Tenant shall pay or reimburse to a third party Landlord the reasonable attorney fees and disbursements incurred by Landlord in processing such request, which fees and disbursements shall not exceed $1,500.00 in any one instance; (vi) Such assignment or subletting shall not, however, release Tenant from its liability for the full and faithful performance of all of the terms and conditions of this lease; (vii) If this lease be assigned, or if the Demised Premises or any part thereof be sublet or occupied by anybody other than Tenant’s sole remedy , Landlord may, after default by Tenant, collect Rent and additional rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent and additional rent herein reserved; (b) Notwithstanding anything contained in this Paragraph 54 to the contrary, no assignment or subletting shall be an action made by Tenant in any event until Tenant has offered to enforce terminate this lease as of the last day of any calendar month during the term hereof and to vacate and surrender the Demised Premises to Landlord on the date fixed in the notice served by Tenant upon Landlord (which date shall be prior to the date of such provision through specific performance proposed assignment or declaratory judgmentthe commencement date of such proposed sublease), and Landlord, within thirty (30) days after the receipt thereof, has not accepted in writing the offer by Tenant to cancel and terminate this lease and to vacate and surrender the Demised Premises. (c) Unless otherwise consented to by Landlord (which consent shall not be unreasonably withheld, conditioned or delayed), in writing, in no event shall Tenant have the right to sublease more than fifty (50%) percent of the aggregate of the space.!eased to Tenant under the Tenant Leases (as defined herein). The restriction contained in this Paragraph 54(c) shall not apply to transactions set forth in Paragraph 54(h), below. (d) Tenant shall reimburse not mortgage, pledge, hypothecate or otherwise encumber its interest under this lease without Landlord's prior written consent. (e) Without affecting any of its other obligations under this lease, Tenant will pay Landlord for its actual as additional rent fifty (50%) percent of any sums or other economic consideration, which (i) are actually received by Tenant as a result of a subletting whether or not referred to as rentals under the sublease (after deducting therefrom the reasonable costs and expenses incurred by Tenant in connection with the subletting in question); and (ii) exceed in total the sums which Tenant is obligated to pay Landlord under this lease (prorated to reflect obligations allocable to that portion of the Demised Premises subject to such sublease), it being the express intention of the parties that Landlord and Tenant shall share equally in any profit by reason of such sublease. Tenant will not amend the sublease in such a way as to reduce or delay payment of amounts which are provided in the sublease approved by Landlord. Any amendment or modification of an assignment or sublease shall be deemed to be a new assignment or sublease and shall require the prior written consent of Landlord. (f) Landlord agrees that it shall not unreasonably withhold its consent to a subletting or assignment in accordance with the terms of this Paragraph 54. In determining reasonableness, there shall be taken into account the character and reputation of the proposed subtenant or assignee, the specific nature of the proposed subtenant's or assignee's business and whether same is in keeping with other tenancies in the Building; the financial standing of the proposed subtenant or assignee; and the impact of all of the foregoing upon the Building and the other tenants of Landlord therein. Landlord shall not be deemed to have unreasonably withheld its consent if it refuses to consent to a subletting or assignment to an existing tenant in any building in a five (5) mile radius of the Building which is owned by Landlord or its affiliate or to a proposed subtenant or assignee with whom Landlord is negotiating, or has negotiated in the preceding six (6) months, a lease or if, at the time of Tenant's request, Tenant is in default, beyond applicable grace and notice periods, of any of the terms, covenants and conditions of this lease to be performed by Tenant. At least thirty (30) days prior to any proposed subletting or assignment, Tenant shall submit to Landlord a written notice of the proposed subletting or assignment, which notice shall contain or be accompanied by the following information: (i) the name and address of the proposed subtenant or assignee; (ii) the nature and character of the business of the proposed subtenant or assignee and its proposed use of the premises to be demised; (iii) the most recent two (2) years of balance sheets and profit and loss statements of the proposed subtenant or assignee or other financial information satisfactory to Landlord; and (iv) such shall be accompanied by a copy of the proposed sublease or assignment of lease. (g) The listing of an assignee's or subtenant's name on the door or Building directory shall not be deemed Landlord's consent hereunder. (h) Notwithstanding anything contained in this Lease Paragraph 54 to the contrary, so long as Tenant is not in default under may assign this Lease beyond applicable notice and cure periods, the consent lease or sublet all or a portion of the Demised Premises without Landlord's consent but upon prior written notice to Landlord need not be obtained if the assignment of the Lease is to a: (each, a "Permitted Transferee") (i) parent, subsidiary or affiliate to an Affiliate (as defined herein) of Tenant; or (ii) company in connection with transactions with an entity into or with which Tenant may merge is merged or consolidate; (iii) corporation that acquires consolidated or to a person or entity to which all or substantially all of the shares of stock Tenant's assets, and/or stock, partnership or assets of Tenant; membership interests are sold or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) aboveotherwise transferred, provided that such Related Entity does merger, consolidation, transfer or sale of assets, stock or interests is for a valid business purpose and not use principally for the Premises for any other use than purpose of transferring the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that leasehold estate created hereby and/or avoiding the requirements of this Section 13 have been satisfiedParagraph 54, including if applicableand provided further, that in any of such events described in items (i) or (ii) above, the qualification use of the Demised Premises shall remain unchanged. The provisions of Paragraph 54(b) above shall not apply to assignments or sublets to a Permitted Transferee. For the purposes of this lease: (x) the term "Affiliate" shall mean any designated person or entity, any other person or entity which controls, is controlled by, or is under common control with, such proposed transferee designated person or entity, and a corporation or other entity which provides financial, investment or insurance services and products to Tenant's members as an affiliate part of Tenant Tenant's regular business regardless of control; and (y) "Control" (and with correlative meaning, "controlled by" and "under common control with") shall mean ownership or a Related Entityvoting control of 50% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question.

Assignment/Subletting. Except as provided herein, Tenant shall Lessee may not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires sublet all or substantially all of the shares Bond Financed Property or assign the rights and obligations herein without first obtaining written approval by Lessor for such assignment or sublet and then, only in conjunction with an assignment of stock the Ground Lease. Lessor approval of a proposed assignment or assets sublet of Tenant; all or substantially all of the Bond Financed Property shall not be unreasonably withheld provided that (i) the proposed assignee or sublessee is a party of similar financial worth to Lessee, and Lessee shall have provided Lessor with proof thereof, (ii) the proposed assignee or sublessee is experienced in the Permitted Uses (as defined in the Ground Lease) and Lessee shall have provided Lessor with proof thereof, (iii) the nature and character of the proposed assignee or sublessee, its business and activities and intended use of the Bond Financed Property are in Lessor’s reasonable judgment consistent with the requirements of this Facilities Lease, and is expressly subject to all of the terms and provisions of this Facilities Lease (which any assignee shall also expressly assume in writing) and to any matters to which this Facilities Lease is subject, including, without limitation, the Tax Certificate (as defined in the Indenture), and the Sublessee agrees in writing to perform all the Lessee’s covenants, and (iv) the granting of such consent will not constitute a default under any other agreement to which Lessor is a party or by which Lessor is bound; and further provided that Lessor shall never be required to accept or approve any such assignee or sublessee that would adversely affect or otherwise jeopardize Lessor’s “strategic seaport” classification by the United States Department of Defense. Consent by Lessor to any corporation which assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. Lessee shall at all times remain liable for the payment of Rent herein and for compliance with all of its other obligations under this Facilities Lease notwithstanding any assignment or subletting under the Lease. The foregoing is not intended to prevent the successor corporation in sublease by Lessee of less than substantially all of the event Bond Financed Property, or to require the consent of a corporate reorganization (a “Related Entity”)the Lessor with respect to any such sublease; provided, however, that Lessee shall deliver a copy each sublease to Lessor promptly after its execution and such sublease shall contain an express obligation on behalf of the sublessee to comply with all the terms and conditions of this Facilities Lease, and that no such sublessee shall (i) such Related Entity does not use the Premises Bond Financed Property for any other use than that is not permitted or that would affect the use permitted by this Lease, and tax-exempt status of the Series 2016 Bonds or (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to adversely affect or greater than $10,000,000.00. Landlord agrees that Tenant shall have otherwise jeopardize Lessor’s “strategic seaport” classification by the right, without Landlord’s consent, to sublease or license a portion United States Department of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityDefense.

Assignment/Subletting. Except as provided hereinA. Notwithstanding anything to the contrary in this Lease, but subject to Subsections 4.4B and 4.4D below, Tenant shall not may: (i) Sublease all or portions of the Building, subject to the Planned Development and other zoning and land use laws applicable to the Premises. (ii) License departments in the Building or grant concessions to other parties provided such licensing or grant is in the normal course of business. (iii) Assign or otherwise transfer all or any part of the Premises or this Lease. B. In order to transfer its ownership interest in the Building or assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises Land to anyone other than an affiliate (an affiliate being an entity which directly or any indirectly owns Tenant in whole or in majority part thereof without the prior written consent of Landlord, or which shall not be unreasonably withheld, conditioned, is owned directly or delayed. As indirectly in whole or in majority part by Tenant or by an owner of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: ), (i) parent, subsidiary or affiliate of TenantTenant shall first give Landlord at least 30 days’ prior written notice thereof; Medinah Temple Lease 12 (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date (the “Effective Date”) of any such transfer, assignment or sublease, (a) Tenant shall provide Landlord, or shall cause the proposed transferee, assignee or sublessee (each referred to herein as a “Transferee”) to provide Landlord with an audited financial statement dated within one year prior to the Effective Date, certified by the chief financial officer of the proposed transferTransferee, along demonstrating that the Transferee has a net worth in excess of $50,000,000, together with a certification that since the date of such financial statement there has been no material adverse change in the Transferee’s financial condition; and (b) the Transferee shall agree in writing to be bound by all of the terms and conditions of this Lease; and (iii) if the Redevelopment Agreement is then still in effect, on or prior to the Effective Date, the Transferee shall agree in writing to comply with all applicable documentation provisions relating to Tenant under the Limited Joinder to the Redevelopment Agreement, and other information necessary for Landlord to determine that shall execute such additional written instrument as the requirements City may require in this regard. If Tenant complies with all of the provisions of this Section 13 have been satisfiedSubsection 4.4B, including if applicablethen as of the Effective Date, Tenant shall be released of all liability hereunder accruing from and after the Effective Date, but shall remain liable for any liability Tenant had incurred prior to the Effective Date. C. Within 30 days after the assignment of this Lease by Tenant to one of its affiliates, Tenant shall deliver a copy of such instrument of assignment or transfer to Landlord. Upon the assignee assuming this Lease in writing and furnishing to Landlord either such assignee’s most recent audited financial statement or a letter signed by the controller, treasurer, assistant controller or assistant treasurer of Federated Department Stores, Inc. stating that such assignee has a net worth in excess of $50,000,000, Tenant shall be released of all liability hereunder accruing from and after the Effective Date, but shall remain liable for any liability Tenant had incurred prior to the Effective Date. Absent delivery to Lender of such evidence of the assignee’s net worth, Tenant shall remain fully liable under this Lease, notwithstanding such assignment. D. Notwithstanding the foregoing, the qualification tenant’s interest in this Lease shall not be assigned to anyone other than a direct or indirect subsidiary of such proposed transferee as an affiliate Federated Department Stores, Inc. or Bloomingdale’s, Inc. prior to substantial completion of Tenant or a Related EntityT▇▇▇▇▇’s Work and the full expenditure of T▇▇▇▇▇’s Commitment.

Assignment/Subletting. Except as provided herein, Tenant shall not assign sublet, assign, transfer, mortgage, pledge, hypothecate or in any manner transfer encumber this Lease or any estate or interest hereunder and shall not sublease the Premises herein or any part thereof portion hereof, or permit or suffer any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without the prior written consent of Landlord. Permission is, which shall not be unreasonably withheldhowever, conditionedgranted Tenant to assign this Lease and/or to sublet the Premises, or delayed. As any part of Tenant’s request forthereof, and as a condition toto any subsidiary, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary parent or affiliate of Tenant; (ii) company , or any entity to which Tenant sells its stock or assets or with which Tenant may merge merges or consolidate; (iii) corporation that acquires all joins, or substantially all of the shares of stock or assets of Tenant; or (iv) any entity to any corporation which is the successor corporation in Tenant converts, upon giving Landlord written notice. In the event of a corporate reorganization (a “Related Entity”); providedany assignment or subletting, however, that (i) such Related Entity does not use Tenant shall remain the Premises for any other use than the use permitted by principal obligor under all covenants of this Lease, and (ii) with respect by accepting any assignment or subletting, an assignee or subtenant shall become bound by and shall perform and shall become entitled to an the benefit of all of the conditions and covenants by which Tenant is bound. A consent to any such assignment, subletting, occupation or use by any other entity shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another entity. Any assignment or subletting of the Premises in violation of the provisions of this section shall be void. Any subletting or assignment consented to a Related Entity described by Landlord shall be evidenced only in subsections (ii) writing and (iii), such Related Entity has a tangible net worth equal in form reasonably acceptable to or greater than $10,000,000.00Landlord and Tenant. Landlord agrees that acknowledges and consents to Tenant shall have the right, without Landlord’s consent, to sublease or license subletting a portion of the Premises to DNS Publishing, Inc., a Related Entity described in subsection Missouri corporation. b. Landlord shall not sell or otherwise transfer the building or the parking areas, or any part thereof or interest therein, nor assign this Lease, unless, simultaneous with the closing of the sale, transfer or assignment, (i) abovethe buyer, provided that such Related Entity does not use transferee, assignee or other recipient of Landlord's interest (collectively, an "ASSIGNEE") agrees in writing with Landlord and Tenant at the Premises for any other use than time of the use permitted by transaction (1) to assume this Lease, (2) to perform all of Landlord's obligations under this Lease and (3) acknowledges receipt of the Security Deposit and that the Assignee and Tenant are contractually bound to each other under this Lease and (ii), promptly after closing the transaction, Landlord gives Tenant a copy of the Assignee assumption agreement that contains all parties' original signatures and the Assignee's name and its contact person, address and phone number (collectively, the "ASSIGNEE ASSUMPTION AGREEMENT"). Tenant shall give Landlord written notice at least ten (10) days prior will not have any obligation to pay Base Rent, Additional Rent or other payments to an Assignee until the effective date monthly installment of Base Rent that first becomes due after Tenant is given the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityAssignee Assumption Agreement.

Assignment/Subletting. Except as provided herein, Tenant shall not assign assign, mortgage or in any manner transfer encumber this Lease Lease, or any estate sublet, underlet, license or interest hereunder and shall not sublease permit the Demised Premises or any part thereof to be used by others, whether voluntarily or by operation of law or otherwise, without the prior written consent of Landlord, Landlord in each instance which consent shall not be unreasonably withheld. If this lease be assigned or if the Demised Premises or any part thereof be underlet or occupied by anyone other than Tenant, conditionedwithout Landlord consent, Landlord may collect rent from the assignee, undertenant or occupant and apply the net amount collected to all rent herein reserved, but no such collection on account of such assignment, underletting, or delayedoccupancy shall be deemed a waiver of this covenant or the acceptance of the assignee, undertenant or occupant as tenant, or a release of the performance of the covenants on Tenant's part herein contained. As A consent by Landlord to an assignment or subletting shall not in any manner be construed to relieve Tenant or any assignee or undertenant from obtaining the consent in writing of Landlord to any further assignment or underletting nor shall it be construed as relieving Tenant or its assignor of its obligations hereunder. For the purpose of this ARTICLE 28 it shall be "reasonable" for Landlord to withhold consent to sublease or assignment for, among other things, (a) failure of subtenant/assignee to demonstrate that it has an SIC number (See ARTICLE 46) which does not invoke I.S.R.A., or (b) failure of subtenant/assignee to deliver a certificate that it has never been cited for any environmental violation, or (c) failure of subtenant/assignee to deliver the affidavit required by ARTICLE 46 and which shows subtenant/assignee's operations do not include the use of hazardous or toxic substances as defined by I.S.R.A., or (d) failure of subtenant/assignee to certify that its use of the demised premises will conform with all applicable zoning ordinances and other statutes, ordinances, rules and regulations applicable to the demised premises, or (e) the subtenant's/assignee's use being hazardous, unsafe, or inconsistent with existing Casualty Insurance Company's requirements or recommendations or those of applicable Fire Rating Organization, or (f) a prospective increase in building insurance on account of the nature of subtenant's/assignee's use, or (g) anything else which is inimical to Landlord's interests and/or the building of which the demised premises is a part. In the event of either subletting or assignment, Tenant shall remain responsible hereunder jointly and severally with subtenant or assignee. If landlord consents to an assignment, there shall be payable to Landlord by assignee and Tenant jointly and severally the consideration paid for the assignment. If the assignment is made in the context of a sale of other assets from Tenant to assignee, and the allocation of sale price to the assignment is less than market value, assignee and Tenant jointly and severally shall be responsible to pay Landlord the market value of the assignment. The aforesaid shall be payable to landlord in additional to all rentals and other monies due hereunder to Landlord. If Landlord consents to a subletting, there shall be payable to Landlord by subtenant and Tenant, jointly and severally, the difference between the reserved rent and additional rent herein on the one hand and the rent and additional rent paid pursuant to the sublease on the other hand if the latter is greater than the former. The aforesaid shall be payable to the Landlord at the time rental under the sublease is payable to the Tenant and is in addition to all rentals and additional rentals and other monies due hereunder to Landlord. Tenant shall in all events provide Landlord with a certified true copy of the proposed assignment or sublease with its application for consent, and shall provide Landlord with a certified true copy of the fully executed copy of the assignment or sublease, if consented to, within five (5) days after execution. Anything above to the contrary notwithstanding, in the event Tenant desires to assign this lease or to sublet all or part of Tenant’s request forthe Demised Premises, and as a condition toLandlord shall have the right, Landlord’s within thirty (30) days after receipt of application from Tenant for consent to such assignment or subleasesubletting, Tenant shall provide Landlord together with financial statements for a certified copy of the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in to terminate this Lease by giving Tenant notice of its election to do so, and such termination shall become effective (as if it were the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent originally scheduled expiration date of the Landlord need not be obtained if the assignment term of the Lease is to a: (iLease) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all on the commencement date of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to proposed sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transferassignment, along with as the case may be, but in no event later than thirty (30) days after giving such notice, and the basic annual rent and all applicable documentation other charges payable by Tenant shall be adjusted and other information necessary for apportioned as of the date of termination. If Landlord consents, as above to determine that the requirements of this Section 13 have been satisfied, including if applicableany assignment or sublease, the qualification same shall not construed in anywise to void Landlord's option as herein contained in the event of such proposed transferee any further assignment or subletting. Once the application for the consent is made as an affiliate of above, it may not be withdrawn by Tenant or a Related Entityuntil thirty (30) day period has expired.

Assignment/Subletting. Except as provided hereinTenant, Tenant voluntarily or involuntarily, shall not assign this Lease, or in any manner transfer this Lease sublet, license, mortgage or any estate otherwise encumber or interest hereunder and shall not sublease convey the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as “Transfers”, and all or any of assignees, transferees, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s Any Transfer without such consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs null and expenses incurred in connection with such assignment or sublease requestvoid and of no effect whatsoever. Notwithstanding anything in the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the Landlord but without consent of the Landlord need not be obtained if the assignment and without any - 30 - EAST\66392481.7 termination (or so-called “recapture”) right of the Lease is to a: Landlord being applicable thereto, (i) parent, subsidiary to any corporation or affiliate of Tenant; (ii) company other entity into or with which Tenant may merge be merged, reorganized, restructured or consolidate; (iii) consolidated or to any corporation that acquires or entity to which all or substantially all of the shares of Tenant’s assets or capital stock or assets of Tenant; will be transferred, or (ivii) to any corporation or other entity which is an affiliate, subsidiary, parent or successor of Tenant (any such entity under this clause (ii) shall be referred to herein as a “Tenant Affiliate”), provided in all such cases the successor surviving corporation or entity shall provide reasonable evidence that it has a net worth as determined by generally accepted accounting principles consistently applied and using the most recent audited financial statements of such entity immediately after such corporate Transfer transaction of no less than an amount equal to Fifty Million Dollars ($50,000,000.00) (herein, the “Creditworthiness Test”) and, if requested by Landlord, shall confirm in writing that such entity is bound by all of the terms and conditions of this Lease (all of the foregoing Transfers being referred to as a “Permitted Transfer” and the applicable entity the “Permitted Transferee”). Notwithstanding the foregoing, Landlord shall waive the foregoing net worth requirement in the event case of a corporate reorganization Permitted Transfer to a Tenant Affiliate so long as the original Tenant named under this Lease remains liable for all Tenant obligations under this Lease and Landlord determines that the original Tenant satisfies the Creditworthiness Test. Original Tenant shall provide evidence of its creditworthiness as reasonably requested by Landlord. Unless Landlord’s consent specifically provides otherwise with respect to a particular proposed Transferee, Tenant shall not offer to make or enter into negotiations with respect to a Transfer to any of the following: (i) a “Related Entity”)tenant in the Building or any other building owned, managed or controlled by Landlord; provided(ii) any party with whom Landlord or any affiliate of Landlord within the preceding one hundred eighty (180) days has given a tour of or to whom or from whom Landlord or Landlord’s affiliate has given or received a written proposal for space in the Building or any other building owned, managed or controlled by Landlord or an affiliate of Landlord in Waltham, Massachusetts; or (iii) any party which would be of such type, character or condition as to be inappropriate, in Landlord’s reasonable judgment, as a tenant for a first class office building. Tenant’s request for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail reasonably satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. If Tenant intends to Transfer more than fifty percent (50%) of the Premises and such Transfer is not a Permitted Transfer, then Tenant shall provide Landlord with written notice of its intention to do so and Landlord shall have the option (but not the obligation) to terminate the Lease with respect to such a Transfer effective upon the date that is ninety (90) days after Landlord receives such notice from Tenant and continuing for the proposed term thereof by giving Tenant notice of such termination within forty-five (45) days after Landlord’s receipt of such notice from Tenant. Tenant, however, that shall have the right to withdraw such request if Landlord gives Tenant notice of its right to recapture the Premises. If Tenant makes a Transfer hereunder (other than a Sublease to a Tenant Affiliate), and if the aggregate rent and other charges payable to Tenant under and in connection with such Transfer (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs associated with such Transfer) exceed the sum of (x) Rent and other charges paid hereunder with respect to the space in question and (y) Tenant’s reasonable out-of-pocket costs to procure the Transfer amortized on a straight-line basis over the Term of the Transfer, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the amount of such excess. If the amount of rent and other charges payable under a Transfer is not readily ascertainable, such amount may, at Landlord’s option, be deemed to equal the Fair Market Rent Rate then obtainable for the space EAST\66392481.7 in question multiplied by the Rentable Floor Area of the portion of the Premises subject to such Transfer. Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable legal fees and other expenses incurred in connection with any proposed Transfer, including fees for review of documents and investigations of proposed Transferees not to exceed $3,000 per Transfer (or $1,000 in the case of a Permitted Transfer). Notwithstanding any such Transfer, the original Tenant named herein shall remain directly and primarily obligated under this Lease. If Tenant enters into any Transfer including a Permitted Transfer with respect to the Premises (or any part thereof), such Transferee shall be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or attributable to such Transferee, for the performance of Tenant’s agreements under this Lease (including payment of Rent under the Transfer), and every Transfer shall so provide, without relieving or modifying Tenant’s liability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to acknowledge such liability. Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent and other charges hereunder, but no such assignment or collection shall be deemed a waiver of the provisions of this Section 5.8, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the further performance of Tenant’s covenants hereunder. The consent by Landlord to a particular Transfer shall not relieve Tenant from the requirement of obtaining the consent of Landlord to any further Transfer. Without limiting the foregoing and notwithstanding any provision of Section 5.8, Tenant shall have the right without being subject to Section 5.8 (including, without limitation, any termination or so-called “recapture” rights of Landlord) and without receipt of Landlord’s consent, but on reasonable prior notice to Landlord, to permit the occupancy of one or more portions of the Premises for the Permitted Uses by any individuals who are independent contractors of Tenant in support of Tenant’s business in the Premises (each a “Permitted Occupant” and collectively the “Permitted Occupants”) on and subject to the following conditions: (i) such Related Entity does individuals or entities shall not use be permitted to occupy a separately demised portion of the Premises for any which contains an entrance to such portion of the Premises other use than the use permitted by this Lease, primary entrance to the Premises; and (ii) with respect such occupancy shall not be a subterfuge by Tenant to an assignment avoid its obligations under this Section 5.8. Any occupancy by a Permitted Occupant permitted under this paragraph shall be referred to in this Lease as a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00“Permitted Occupancy”. Landlord agrees that Tenant shall have the right, without Landlord’s consent, promptly provide such information as reasonably requested by Landlord from time to sublease or license a portion time concerning any of the Premises to Permitted Occupants. Any occupancy by a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use Permitted Occupant permitted by this Lease. Tenant Section 5.8 shall give Landlord written notice at least ten (10) days prior not be deemed to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of be a Transfer under this Section 13 have been satisfied, including if applicable5.8. Notwithstanding any arrangement with Permitted Occupants under this paragraph, the qualification of such proposed transferee as an affiliate liability of Tenant or a Related Entityto Landlord shall remain direct and primary.

Assignment/Subletting. Except as provided hereinotherwise permitted by the Master Lease, Tenant Subtenant shall not assign or otherwise transfer its interest in any manner transfer and to this Lease Sublease nor sublet all or any estate or interest hereunder and shall not sublease portion of the Subleased Premises or any part thereof without the prior written consent of Landlord, Sublandlord (which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use any assignment, sublease or transfer by Subtenant shall further be subject to the Premises for any terms of Section 17 of the Master Lease. If an assignment, sublease, or other use than the use transfer is permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, Master Lease without Master Landlord’s consent, to then such assignment, sublease or license a portion other transfer shall also be permitted without Sublandlord’s consent so long as such assignment, sublease or transfer complies with the applicable terms and conditions of the Premises Master Lease relating thereto. Subject to Master Landlord’s approval of the following, for the purpose of this Sublease, if Subtenant’s stock is traded on a Related Entity described nationally recognized public exchange, any sale or transfer of Subtenant’s capital stock, redemption or issuance of additional stock of any class shall not be deemed an assignment, subletting or any other transfer of the Sublease or the Subleased Premises. In no event shall any sublease, assignment or other transfer by Subtenant release Subtenant from any liability under this Sublease. Sublandlord shall be entitled to one half of any “excess rental” (as defined herein) gained in subsection connection with any assignment, sublease or other transfer by Subtenant. For the purpose of this Section, “excess rental” shall mean all the consideration payable to Subtenant by any assignee, subtenant or transferee that exceeds the Rent payable under this Sublease less (i) reasonable leasing commissions; (ii) payment attributable to the amortization of the cost of improvements made to the Subleased Premises at Subtenant’s cost; and (iii) any other reasonable, documented out-of-pocket costs related to Subtenant securing an assignee, subtenant or assignee. Excess rental shall not include any consideration received by Subtenant in connection with an assignment arising from a sale of substantially all of Subtenant’s assets or stock or payments. In addition, if Sublandlord has incurred any adverse monetary impacts from the cap on Subtenant’s obligation to pay its pro rata share of Additional Rent as set forth in Section 3.3 above, provided that then Subtenant shall reimburse Sublandlord for all such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to amounts on the effective date of the proposed an assignment, sublease or other transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicablethereafter, the qualification cap on increases in Subtenant’s pro rata share of such proposed transferee as an affiliate of Tenant or a Related EntityAdditional Rent shall be null and void.

Assignment/Subletting. Except as provided hereinTenant covenants and agrees that the --------------------- Leased Premises shall be used and occupied only by Tenant or any permitted sublessees or assigns and only for the purpose above mentioned, Tenant in a careful, safe and proper manner. Tenant, for itself, its heirs, distributees, personal representatives, legal representatives, successors and assigns, expressly covenants that it shall not assign assign, mortgage or in any manner transfer encumber this Lease Lease, nor sublease, or any estate use or interest hereunder and shall not sublease permit the Leased Premises or any part thereof to be used by others, without the prior written consent of LandlordLandlord in each instance, which consent shall not be unreasonably withheldwithheld delayed or conditioned. In the event that Landlord shall give such consent, conditionedTenant shall nevertheless remain primarily liable for the terms of this Lease and shall not be relieved from any liability whatsoever under this Lease. Tenant shall bear the reasonable and actual legal review costs incurred by Landlord in connection with such assignment or subleasing. Any consent by Landlord to an assignment or subletting of this Lease shall not constitute a waiver of the necessity of such consent as to any subsequent assignment or subletting. Although an assignment includes an assignment of the Lease to any subsidiary, parent or delayed. As part affiliate corporation of Tenant’s request for, and as Tenant (a condition to"Related Company"), Landlord’s 's consent shall not be required so long as Related Company shall have a creditworthiness comparable to that of Tenant as of the date hereof and Tenant shall have complied with all other provisions of this Section 15 with respect to such assignment or subleaseand the Related Company affirms, to Landlord's satisfaction, all aspects of the Lease. Tenant shall provide give Landlord reasonable evidence that such creditworthiness test has been met, together with financial statements for the proposed transferee and such other information detail as Landlord may reasonably request. Provided Tenant pays Landlord's costs in connection with any permitted assignment or subletting, then in the event that the amount of the rent to be paid to Tenant by an assignee or sublessee is greater than the rent required to be paid by Tenant to Landlord pursuant to this Lease, excluding Tenant's reasonable and actual expenses in marketing and transacting the sublease or assignment, Tenant shall not be entitled pay to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent fifty percent (50%) any such excess as is received by Tenant from such assignee or sublessee. In the event Tenant desires to a assign this Lease or to sublease all or any portion of the Leased Premises, Landlord shall have the right and option to terminate this Lease no later than the proposed transfer to a third party and Tenant’s sole remedy commencement date of the sublease, which right or option shall be exercisable by written notice from Landlord to Tenant within thirty (30) days from the date Tenant gives Landlord written notice in reasonable detail of such proposed assignment or sublease. Any levy or sale in execution, or any assignment or sale in bankruptcy or insolvency, or the appointment of a receiver or trustee of any of the property of Tenant by a state or federal court, or the transfer of any control (whether by operation of law, sale, lease, transfer, gift, merger, consolidation or otherwise) of Tenant to persons or entities other than those maintaining control of Tenant on the date hereof shall be deemed an action to enforce assignment within the meaning of this Section. If this Lease be assigned without Landlord's consent, or if the Leased Premises or any such provision through specific performance part thereof be subleased or declaratory judgment. Tenant shall reimburse occupied by anybody other than Tenant, without Landlord's consent, then (1) all expenses incurred by Landlord for its actual reasonable in connection therewith, including but not limited to, brokerage fees, costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to by Landlord's agents, servants, independent contractors, and employees, shall be the contrary, so long as obligation and shall be immediately paid by Tenant is not in default under this Lease beyond applicable notice at its sole cost and cure periods, expense upon the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event receipt of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Leasestatement therefor from Landlord, and (ii) with respect Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant and apply the net amount collected to an assignment to the rent herein reserved, but no such collection shall be deemed a Related Entity described in subsections (ii) and (iii)waiver of this covenant, such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion acceptance of the Premises to assignee, subtenant, or occupant as tenant, or a Related Entity described in subsection (i) above, provided that such Related Entity does not use release of Tenant from the Premises for any other use than the use permitted further observance and performance by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitycovenants herein contained.

Assignment/Subletting. Except for a “Permitted Transfer” (as provided hereinhereinafter defined), Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof not, without the prior consent of Landlord in each case, (i) make or allow any assignment or transfer, by operation of law or otherwise, of any part of Tenant’s interest in this Lease, (ii) grant or allow any lien or encumbrance, by operation of law or otherwise, upon any part of Tenant’s interest in this Lease, (iii) sublet the Leased Premises or permit anyone other than Tenant and its employees to occupy any part of the Leased Premises. Tenant shall seek such written consent of LandlordLandlord by a written request therefor, setting forth such information as Landlord may deem necessary. Tenant shall, by notice in writing, advise Landlord of Tenant’s intention from, on and after a stated date (which shall not be unreasonably withheldless than thirty [30] days after the date of Tenant’s notice), conditionedto assign this Lease or to sublet any part or all of the Leased Premises for the balance or any part of the Term. Tenant’s notice shall include all of the terms of the proposed assignment or sublease and shall state the consideration therefor. Tenant’s notice shall state the name and address of the proposed assignee or subtenant and a true and complete copy of the proposed assignment or sublease shall be delivered to Landlord with Tenant’s notice. No consent granted by Landlord shall be deemed to be a consent to any subsequent assignment or transfer, lien or encumbrance, sublease or occupancy. Any assignment or transfer, grant of lien or encumbrance, or delayedoccupancy without Landlord’s prior written consent shall be void. As part Landlord shall be reimbursed by Tenant for any costs or expenses incurred as a result of Tenant’s request for, and as a condition to, Landlord’s for consent to any such assignment or subleasesubletting, including reasonable legal costs. Except for a Permitted Transfer, in the event Tenant shall provide Landlord with financial statements for subleases the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce Leased Premises, or any such provision through specific performance portion thereof, or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in assigns this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, with the consent of the Landlord need not at an annual Base Rent exceeding that stated herein, fifty percent (50%) of such excess shall be obtained if the assignment of the Lease is paid by Tenant to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least as Additional Rent hereunder within ten (10) days prior to after receipt by Tenant. Upon the effective date occurrence of an Event of Default by Tenant under this Lease, if all or any part of the proposed transferLeased Premises is then assigned or sublet, along with Landlord may, in addition to any other remedies provided by this Lease or provided by law, collect directly from the assignee or subtenant all applicable documentation and other information necessary for rents due to Tenant. Any collection directly by Landlord from the assignee or subtenant shall not be construed, however, to determine that constitute a novation or a release of Tenant from the requirements further performance of its obligations under this Lease. For the purpose of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.Section

Assignment/Subletting. Except as provided herein, Tenant Subtenant shall not sub-sublease or sub-assign or in any manner transfer this Lease all or any estate or interest hereunder and shall not sublease portion of the Subleased Premises or any part thereof without the prior Sublandlord’s written consent of Landlord, which shall (not to be unreasonably withheld, conditioned, conditioned or delayed), and, in all cases, any such sub-sublease or sub-assignment must be in strict compliance with the terms and conditions of the Master Lease. To the extent permitted by the Master Lease, Sublandlord and Subtenant shall split any such profits 50/50. As part of Tenant’s request forused in this section, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for “profits” means the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce base rental payments received under any such provision through specific performance sub-sublease or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred sub-assignment (if any) in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent excess of the Landlord need not be obtained if the assignment of the Lease is to a: Base Rent received hereunder after first deducting (i) parentreasonable expenses incurred by the Subtenant (e.g., lease procurement costs, TI allowance, free rent, brokerage commissions, advertising, etc., but all such expenses shall be limited to commercially reasonable amounts as would be incurred in subleasing or assigning similar-situated space) and (ii) any profit paid to Master Landlord pursuant to the Master Lease. Notwithstanding the foregoing and subject to the terms of the Master Lease, Subtenant may assign, encumber or transfer its interest in this Sublease to its parent company or a corporation or other entity under common control with Subtenant or a subsidiary or affiliate of Tenant; (ii) company with it or its parent company, or to a corporation or other entity in which Tenant may merge it is merged, consolidated or consolidate; (iii) corporation that acquires acquired by, or to which all or substantially all of the shares its assets are sold. Additionally, a transfer of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation other beneficial interests in the event of a corporate reorganization (a “Related Entity”); provided, however, that Subtenant (i) such Related Entity does not use among the Premises for any other use than the use permitted by this Leaseexisting shareholders or beneficial interest holders, and or (ii) with respect to an assignment to a Related Entity described the issuance of stock or other beneficial ownership interests in subsections (ii) and Subtenant for the purpose of obtaining equity financing, or (iii)) transfers of stock or other beneficial interests in Subtenant for estate planning purposes, such Related Entity has shall not require Sublandlord’s consent as long as it is for a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have good business purpose and not for the right, without Landlordprincipal purpose of transferring Subtenant’s consent, to sublease or license a portion of the Premises to a Related Entity described interest in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntitySublease.

Assignment/Subletting. Except as provided herein, Tenant Lessee shall not assign, encumber, or otherwise transfer this lease or any interest hereunder without the Lessor's prior written consent, which consent Lessor agrees not to unreasonably withhold, condition or delay. Notwithstanding the foregoing, Lessee may, without Lessor's consent assign this Lease to any wholly owned subsidiary owned by Lessee. The consent by Lessor to any Assignment shall not constitute a consent to any subsequent Assignment by Lessee or to any subsequent or successive Assignment by the Assignee. Lessor's written consent to any Assignment of the Premises by Lessee shall not constitute an acknowledgment that no default then exists under this Lease of the obligations to be performed by Lessee nor shall such consent be deemed a waiver of any then existing default, except as may be otherwise stated by Lessor at the time. Before any Assignment of this Lease is effective, (l) said Assignee shall agree to be liable for and bound by all obligations of Lessee arising under this Lease on and after the effective date of such Assignment and (2) Lessor shall be given written notice of such Assignment and assumption. Any such Assignment shall not, in any manner transfer way, affect or limit the liability of Lessee under the terms of this Lease, even if after such Assignment, the terms of this Lease are materially changed or altered without the consent of Lessee, the consent of whom shall not be necessary. Notwithstanding the foregoing, Lessor hereby consents to Lessee subleasing all or less than the entirety of the Premises at market rental rates, upon commercially reasonable terms and conditions, and in the ordinary and usual course of Lessee's business, subject to the following terms and conditions: 12.1 This blanket consent will not be deemed or construed to modify, waive, or affect any of the provisions, covenants, or conditions of the Lease, waive any breach of this Lease or any estate or interest hereunder and shall not sublease of the Premises or any part thereof without the prior written consent rights of Landlord, which shall not be unreasonably withheld, conditionedLessor, or delayedenlarge or increase Lessor's obligations under this Lease. 12.2 All subleases shall be on a lease form approved in advance by Lessor. 12.3 No sublease shall be made which extends beyond the term of this Lease. As part Regardless of Tenant’s request forLessor consent, no assignment or sublease shall release Lessee of Lessee's obligations hereunder or alter the primary liability of Lessee to pay the rent and other sums due Lessor hereunder, and as a condition to, Landlord’s consent to such perform all other obligations to be performed by Lessee hereunder. Lessee hereby assign and transfers to Lessor all of Lessee's interest in all rentals and income arising from any assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and Lessor may collect such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party rent and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs income and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default apply same toward Lessee's obligations under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”)Lease; provided, however, that until a default (ipursuant to Section 16 hereof and after the expiration of all applicable cure periods) shall occur ln the performance of Lessee's obligations under this Lease, Lessee may receive, collect and enjoy the rents accruing under such Related Entity does assignment or sublease. Lessor shall not use by reason of the Premises collection of the rents from an assignee or subtenant, be deemed liable to the assignee or subtenant for any other use failure of Lessee to perform and comply with any of Lessee's obligations to such assignee or subtenant under any assignment or sublease. Lessee hereby irrevocably authorizes and directs any such assignee and subtenant, upon receipt of a written notice from Lessor stating that a default (pursuant to Section 16 hereof and after the expiration of all applicable cure periods) exists in the performance of Lessee's obligations under this Lease, to pay to Lessor the rents due and to become due under the assignment or sublease. Lessee agrees that such assignee or subtenant shall have the right to rely upon any such statement and request from Lessor, and that such assignee or subtenant shall pay such rents to Lessor without any obligation or right to inquire a to whether such default exists and notwithstanding any notice from or claim from Lessee to the contrary. Lessor warrants to only send assignees or subtenants notice after a default (pursuant to Section 16 hereof and after the expiration of all applicable cure periods). 12.4 In granting this blanket consent, it is understood and agreed that (a) Lessor will not be bound by the sublease, (b) no rights will be granted to any subtenant under any sublease that are greater than the use permitted by those granted to Lessee under this Lease, and (iic) every sublease will be subordinate to this Lease; in the event of any conflict between the terms and provisions of this Lease and the terms and provisions of the sublease, the terms and provisions of this Lease will prevail. 12.5 Lessor will not be liable for any cost or obligation of any kind arising in connection with respect to an assignment to a Related Entity described in subsections (ii) and (iii)any sublease, such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the rightincluding, without Landlord’s consentlimitation, brokerage commissions, improvements to the subleased premises, or the security deposit required to be made by subtenant under any sublease. Lessee agrees to indemnify, protect, defend, and hold Lessor harmless from all claims, losses, liabilities, costs, and expenses (including reasonable attorney fees) that Lessor may incur as a result of any claim to pay any person or entity any commission, finder's fee, or other charge in connection with any sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted entered into by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to Lessee. 12.6 On the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that expiration of the requirements term of this Section 13 have been satisfiedLease, including if applicableor Lessee's surrender of the premises under this Lease to Lessor, the qualification sublease and its term will, at Lessor's option, immediately terminate. If this Lease expires or terminates for any reason during the term of such proposed transferee any sublease, or if Lessee surrenders this Lease to Lessor during the term of any sublease, Lessor shall have the option, on written notice delivered to subtenant not more than thirty (30) days after the effective date of the expiration, termination, or surrender, and without any additional or further agreement of any kind by subtenant, to elect to continue the sublease with the same effect as an affiliate if Lessor and subtenant had entered into a lease for that date and for a term equal to the then unexpired term of Tenant the sublease, and on the same terms and conditions in the sublease. In that event, subtenant will attorn to Lessor, and Lessor and subtenant will have the same rights, obligations, and remedies under the sublease as were had by Lessee and subtenant. However, ln no event will Lessor (a) be liable for any act or a Related Entityomission of Lessee, (b) be subject to any offsets or defenses that any subtenant had or might have against Lessee, (c) be obligated to cure any default of Lessee that occurred prior to the time that Lessor succeeded to the interest of Lessee under the sublease, (d) be bound by any payment of rent or other payment paid by subtenant to Lessee in advance of any periods reserved for that in the sublease, or (e) be liable for the return of any security deposit not actually received by Lessor.

Assignment/Subletting. Except as provided herein, Tenant shall not assign or 14.01 If Lessee’s interest in any manner transfer this Lease is assigned, whether or any estate or interest hereunder and shall not sublease in violation of the provisions of this Lease, Lessor may collect rent from the assignee; if the Demised Premises or any part thereof are sublet to, or occupied by, or used by, any person other than Lessee, whether or not in violation of this Lease, Lessor, after default (as defined in Article 17) by Lessee under this Lease and expiration of Lessee’s time, if any, to cure such default, may collect rent from the subtenant, user or occupant. In either case, Lessor shall apply the net amount collected to the rents reserved in this Lease, but neither any such assignment, subletting, occupancy, nor use, nor any such collection or application shall be deemed a waiver of any terms, covenant or condition of this Lease or the acceptance by Lessor of such assignee, subtenant, occupant or user as a tenant. The consent by Lessor to any assignment, subletting, occupancy or use shall not relieve Lessee from its obligation to obtain the express prior written consent of Lessor to any further assignment, subletting, occupancy or use. Neither any assignment of Lessee’s interest in this Lease nor any subletting, occupancy or use of the Demised Premises or any part thereof by any person other than Lessee, nor any collection of rent by Lessor from any person other than Lessee as provided in this Section 14.01, nor any application of any such rent as aforementioned as provided in this Section 14.01, shall in any circumstances relieve Lessee of Lessee’s obligations fully to observe and perform the terms, covenants and conditions of this Lease on Lessee’s part to be observed and performed. 14.02 Lessee may sublet portions of the Demised Premises for occupancy by subtenants, provided that the Lessee shall not be in default (as defined in Article 17) in the performance of any of its obligations under this Lease, but may not sublet the whole or substantially the whole of the Demised Premises without the prior written consent of Landlordthe Lessor, which consent Lessor agrees not to unreasonably withhold or delay. All subleases made by the Lessee shall not be unreasonably withheld, conditioned, or delayed. As part in writing (other than to transient occupants of Tenant’s request forhotel rooms for a period of less than thirty (30) days and existing rent regulated tenants as to whom the law imposes no requirement for a written lease) and shall be expressly subject to the terms of this Lease, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease all subleases are assigned to the contraryLessor (subject, however, and subordinate to the right of the Leasehold Mortgagee who has given the Leasehold Mortgagee’s Notice described in Paragraph 15.01A to require assignment of such subleases to it), provided, however, that the Lessee may collect the rents and charges under those subleases and take any action necessary to perform its obligations as sublessor thereunder so long as Tenant Lessee is not in default (as defined in Article 17) under this Lease Lease. In no event may Lessee collect any advance rent for a period beyond applicable notice a current month, and cure periodsLessee covenants not to make any such advance collections of rent, but this restriction shall not prevent Lessee from collecting security deposits from subtenants to secure their performance of their subleases. This assignment does not impose any liability on Lessor in respect to the landlord’s obligations under those subleases; and no such liability shall arise unless and until Lessor resumes possession of the Demised Premises. Any such sublease made by Lessee (other than to transient occupants of hotel rooms for a period of less than thirty (30) days and existing rent regulated tenants) will contain a provision in substance calling attention to the assignment to the Lessor of the sublease, the consent prohibition against the collection of advance rent beyond the current month period, and limitation of the Landlord need not be obtained if Lessor’s liability under the assignment of the sublease to the Lessor, all as stated in this Section 14.02. Lessee will execute any further instruments and assurances in confirmation of the foregoing assignment of subleases as may be reasonably required by Lessor. Each sublease made by Lessee (other than to transient occupants of hotel rooms for a period of less than thirty (30) days and existing rent regulated tenants) will contain a provision in substance that if there be any termination whatever of this Lease between the Lessor and the Lessee, then the subtenant, at the option of the Lessor, will attorn to the Lessor and the sublease shall continue in effect with the Lessor; but the Lessor shall be bound under the sublease only by privity of estate. A. Lessee may assign its interest in this Lease or sublet the whole or substantially the whole of the Demised Premises with the prior written consent of the Lessor, which consent Lessor agrees not to unreasonably withhold or delay. Lessor shall not withhold its consent based on the financial condition of the proposed assignee or sublessee to any subletting or assignment for which its consent is required when the proposed transferee or its guarantor has a “Triple A-l” credit rating by Dun & Bradstreet (or successor organization), provided, however, that lack of such a rating shall not be conclusive with respect to a: whether Lessor is unreasonable in withholding its consent if it does so. B. Notwithstanding the provisions of this Lease, provided Lessee is not then in default (ias defined in Article 17) parent, subsidiary Lessee may assign this Lease or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all sublet the whole or substantially all of the shares of stock or assets of Tenant; or (iv) Demised Premises to any corporation which is owner or lessee of the successor corporation EBC Unit or the Modified Hotel Unit or to Educational Broadcasting Corporation, Lessee’s predecessor as tenant of the Demised Premises, or an affiliate of Educational Broadcasting Corporation (as defined in the event Section 29.06 of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have without the right, without Landlord’s consent, to sublease or license a portion consent of the Premises to a Related Entity described in subsection (i) aboveLessor, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice Lessee submits to Lessor at least ten (10) days prior to the effective date of such assignment or sublet all of the following: (1) the name and address of the proposed transferassignee or subtenant and, along if the proposed assignee or subtenant is not a natural person the nature of the entity and the date and state or other jurisdiction of its formation; (2) an executed copy of the assignment or sublease agreement; and (3) an agreement executed and acknowledged in the form required for recording of a deed by the assignee or the sublessee to perform all of the obligations of the Lessee under this Lease, including, without limitation, all obligations of the Lessee unfulfilled on the effective date of the sublease or assignment. 14.04 If Lessee proposes to assign this Lease, or any interest in it, or to sublet all or substantially all of the Demised Premises other than as permitted by Paragraph 14.03B, Lessee shall submit to Lessor in writing: (1) the name of the proposed assignee or subtenant and, if the proposed assignee or subtenant is not a natural person, the nature of the entity and the date and state or other jurisdiction of its formation; (2) an executed copy of the assignment or sublease agreement; (3) an agreement executed and acknowledged in the form required for recording a deed by the assignee or sublessee to perform all of the obligations of the Lessee under this Lease including, without limitation, all obligations of the Lessee unfulfilled on the effective date of the sublease or assignment and (4) any other information reasonably requested by Lessor. Lessee may, at its option, seek Lessor’s approval, initially, to only the identity of the assignee or subtenant referred to in this Paragraph, provided Lessee gives the Lessor the information referred to in subparagraphs (1) and (4) and a summary of the proposed transaction, and Lessor shall not unreasonably withhold or delay its consent to the identity of such assignee or subtenant or proposed terms provided that all of the conditions of Paragraph 14.05 are complied with. In such event, Lessee need only seek Lessor’s approval to the agreements referred to in subparagraphs (2) and (3) and provide Lessor with any other information reasonably requested by Lessor in connection with its review of such documents, which approval shall not be unreasonably withheld or delayed. 14.05 Any consent to an assignment or subletting which requires the Lessor’s consent shall be conditioned upon the following: (i) Lessee shall not be in default (as defined in Article 17) in the performance of any of its obligations under this Lease and no event shall then exist which with the giving of notice or the passage of time or both would constitute a default under Article 17; (ii) the proposed transferee shall not impose a material additional burden upon the Building’s systems or equipment owned by the Condominium or the Lessor serving the Demised Premises or the services provided by the Condominium or the Lessor to the Demised Premises; (iii) the proposed transferee shall not be a governmental or quasi-governmental agency (unless it is a Leasehold Mortgagee which has given the Leasehold Mortgagee’s Notice under Section 15.01); (iv) the proposed transferee shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to the service of process in, and the jurisdiction of the courts of New York State. (v) posting of the security required by Section 10.02 of this Lease, to the extent that Section 10.02 requires the posting of security in the case of such assignment or subletting. 14.06 The following events shall be deemed, in each instance, an assignment requiring the Lessor’s consent (except as otherwise permitted in Paragraph 14.03B) within the meaning of this Article 14: A. a devolution by operation of law of the Lessee’s interest in the whole or substantially the whole of the Demised Premises; B. a change in ownership of stock or other ownership interest in the Lessee however denominated exceeding fifty percent (50%) of the voting stock or other ownership interest which is issued and outstanding at the date of this Lease or in the case of a permitted assignment of this Lease, such stock or other ownership interest in the assignee issued and outstanding on the effective date of the assignment; C. licensing the use of the whole or substantially the whole of the Demised Premises or a part thereof; D. any device designed to circumvent the limitations imposed by this Section 14.06. 14.07 When under the provisions of this Article 14 a consent is required it means a written consent, and no inferences shall be drawn from Lessor’s conduct or inaction that a consent has been given de facto. 14.08 Without limiting what would constitute reasonable grounds for Lessor’s withholding of approval of any sublease or assignment for which its consent is required, in no circumstance shall Lessor be required to give its approval if the sublease or assignment: (1) calls for the granting of a concession in rent by the Lessor at any time; or (2) would impose upon the Lessor any obligation to make alterations or to pay the sublessee or assignee for alterations made by it. A. This Section 14.09 applies to any sublease made by Lessee as lessor to a sublessee (referred to in this Section 14.09 as an “occupant”) for space in the Demised Premises, if (i) such sublease has been first approved by Lessor [which approval Lessor shall not unreasonably withhold or delay when the occupant has a “Triple A-1” credit rating by Dun & Bradstreet (or successor organization)], and (ii) the occupant requests a “nondisturbance agreement” from the Lessor as a condition to executing the sublease. B. If conditions (i) and (ii) of Paragraph 14.09A are met, then Lessor will make a bilateral agreement with the occupant that in substance shall provide that: i. If this Lease shall terminate by reason of Lessee’s default, then Lessor will not disturb the occupancy of the occupant in the space let to it so long as the occupant abides by and performs each and all the terms and conditions of the sublease; ii. If this Lease shall so terminate, the occupant at the request of Lessor shall attorn to Lessor, and upon the ending of this Lease, the liability of Lessor to the occupant shall not be in contract, but shall derive solely by virtue of privity of estate; and iii. Lessor shall not be bound in respect to liabilities of Lessee accrued prior to the ending of this Lease, or be bound to repay or refund to the occupant any sum of money that the Lessee has assumed to repay or refund to the occupant unless the amount thereof has been theretofore deposited with Lessor. 14.10 Nothing in this Article 14 shall be deemed to permit any further assignment or subletting by any assignee or sublessee, provided, however, that any assignee or subtenant may further assign or sublet its interest, provided it complies with all applicable documentation and other information necessary for Landlord to determine that of the requirements provisions of this Section 13 have been satisfiedArticle 14, including if applicable, obtaining any consents of the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityLessor required therein.

Assignment/Subletting. 9.1 Except as provided hereinotherwise permitted pursuant to this paragraph 9.1, Tenant shall not assign or its interest in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior written consent of Landlord, which consent Landlord may withhold in its sole, arbitrary and absolute discretion. Notwithstanding the foregoing, Tenant may assign its interest in this Lease to WinCup Holdings, Inc., a Delaware corporation, provided that such assignment is consummated in connection with the transfer of Tenant's business to said assignee. Said assignment is conditioned on said assignee executing an assignment document in form and substance acceptable to Landlord and which shall provide, among other things, that said assignee shall assume all of the obligations of Tenant hereunder, as a direct obligation to Landlord. 9.2 Tenant shall not sublet the premises or any part thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that in all events, any such subletting shall comply with each and every one of the following standards: (i) all rent and other sums payable under this Lease must continue to be paid directly to Landlord by Tenant, notwithstanding any such Related Entity does subletting; (ii) all insurance coverage provided by Tenant hereunder shall not be adversely affected, or changed, as a result of any such subletting; (iii) the subtenant's use of the Premises for premises shall not be inappropriate or have any other use than adverse impact on the use permitted premises, all as determined by Landlord in its sole discretion; (iv) the subtenant must have adequate financial resources, and have a good business reputation, all as determined by Landlord in its reasonable discretion; and (v) any such subtenant must otherwise meet the reasonable requirements of Landlord. 9.3 No consent to any assignment of this Lease, or any subletting of the premises, shall be deemed to be a consent to any subsequent assignment of this Lease or to any subletting of the premises. Any such assignment or subletting shall be void and (ii) with respect at the option of Landlord shall terminate this Lease. 9.4 No consent by Landlord to an any assignment of this Lease, or any subletting of the premises, shall relieve Tenant of any obligation to a Related Entity described in subsections (ii) and (iii)be performed by Tenant under this Lease, such Related Entity has a tangible net worth equal to whether arising before or greater than $10,000,000.00. Landlord agrees that after the assignment or subletting. 9.5 Tenant shall have the rightreimburse Landlord on demand for all costs, without Landlord’s consentexpenses, and attorneys fees, incurred by Landlord in reviewing any proposal by Tenant to sublease assign this Lease or license a sublet all or any portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitypremises.

Assignment/Subletting. Except as provided hereinA. Tenant understands, acknowledges and agrees that the terms of Article 11 of the Lease to the contrary notwithstanding, other than in relation to a "Permitted Transfer" (hereinafter defined), Tenant shall not assign have no right to assign, mortgage or encumber its interest in any manner transfer this the Lease. In addition, Tenant also understands, acknowledges and agrees that the terms of Article 11 of the Lease or any estate or interest hereunder and to the contrary notwithstanding, other than in relation to a Permitted Transfer, Tenant shall not sublease the Premises have no right to sublet all or any part thereof of the demised premises except as follows: If Tenant shall desire to sublet the demised premises, Tenant must first present Landlord with a written offer (the "Recapture Offer") to surrender the demised premises to Landlord for the balance of the term of this Lease without payment by Landlord of monies or other consideration therefor (the "Recapture Right"). The Recapture Offer shall set forth an effective date for such surrender, which date (the "Surrender Date") shall not be less than forty (40) days after the date Landlord receives the Recapture Offer. Landlord shall then have a period of thirty (30) days after its receipt of the Recapture Offer within which to accept or reject same, by written notice to Tenant, time being of the essence. If Landlord shall exercise the Recapture Right, Landlord and Tenant shall promptly proceed, in good faith, to enter into a mutually acceptable agreement effecting a surrender of the demised premises and termination of the Lease effective the Surrender Date. A failure of Landlord to timely respond to the Recapture Offer shall be deemed a rejection B. If Tenant subsequently requests Landlord's consent to a specific subletting more than nine (9) months after Landlord's rejection of the Recapture Offer [or more than nine (9) months from the expiration of said thirty (30) day period provided to Landlord within which to exercise the Recapture Right], then the provisions of Section A of this Article 51 requiring Tenant to again present the Recapture Offer to Landlord with Landlord then again having thirty (30) days to exercise the Recapture Right or reject same shall be effective. C. Tenant understands, acknowledges and agrees that a material consideration for Landlord to enter into this Lease with Tenant was that Tenant, Credit Suisse First Boston Corporation, personally, was in occupancy of a majority of rentable area of the Building and would operate (or cause to be operated, under its control) the demised premises in a first class manner for the Permitted Retail Use and, accordingly, In the event Landlord shall reject the Recapture Offer, any proposed sublease of the demised premises shall be subject to Landlord's prior written consent, in each instance, which consent may be granted or denied in Landlord's sole judgment provided, however, Landlord agrees that so long as it reasonably determines that the character and business reputation of the proposed sublessee is in keeping with the standards of Landlord for the Building, Landlord shall exercise such judgment in a reasonable manner. D. Anything to the contrary contained herein, the prior written consent of Landlord, which Landlord shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, required in order for Tenant to enter into and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld perform its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce obligations under any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if following transfers (each a "Permitted Transfer"): (i) the assignment of this Lease or the Lease is sublease of the demised premises to a: (i) parentany successor to the business of Tenant by virtue of a merger, subsidiary or affiliate consolidation, sale of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares Tenant's assets or stock, provided Landlord shall be given written notice of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that such Permitted Transfer under this clause (i) such Related Entity does not use within twenty (20) days after the Premises for any other use than the use permitted by this Lease, occurrence thereof; and (ii) with respect to an the bona fide assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to of this Lease or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease of all or license a any portion of the Premises demised premises to any "affiliate" of Tenant. For purposes of the foregoing, the term "affiliate" is defined as any corporation, partnership or other entity controlled by, controlling, or under common control with Tenant and the word "control" shall mean the ownership of not less then 50% of the outstanding common stock of the entity under control. In the case of a Related Entity described in subsection Permitted Transfer pursuant to this clause (iii), any subsequent transaction occurring within one (1) above, provided that year of the initial Permitted Transfer whereby such Related Entity does not use the Premises for any other use than the use permitted by this Lease. affiliate of Tenant shall give Landlord written notice at least ten (10) days prior cease to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as be an affiliate of Tenant or a Related Entityshall, unless in connection with another Permitted Transfer, constitute an assignment subject to this Article 51.

Assignment/Subletting. Except as provided herein, a. Tenant shall not assign have the right to assign, hypothecate, or in any manner transfer mortgage this Lease Lease, or any estate or interest hereunder and shall not sublease sublet the Premises or any part thereof portion thereof, without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with provided such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company is: i. To any corporation with which Tenant may merge or consolidate; (iii) corporation that , which acquires all or substantially all of the shares of stock or assets of Tenant or which is a parent or subsidiary of Tenant; , or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (reorganization; or ii. To any person, entity, partnership, or corporation which acquires a “Related Entity”); providedmajority of Tenant's restaurants, however, that (i) such Related Entity does not use or a majority of Tenant's restaurants in the state in which the Premises for are located; or iii. To a franchisee of Tenant; or iv. To a nationally or regionally known or publicly traded restaurant chain, including, but not limited to, Applebee's, Denny's, TGI Fridays, Coco's, Carrows, Perkins, ▇▇▇▇▇'▇ Square, or Chili's. b. Any such assignment or sublease shall not relieve Tenant of liability under this Lease unless expressly approved in writing by Landlord. c. Except as provided above, Tenant shall not assign, let, or sublet this Lease or the Premises or in any other way transfer or hypothecate any of its interest in this Lease or the Premises without first obtaining the written consent of Landord, which consent will not be unreasonably withheld, conditioned, or delayed. Landlord's consent shall be conditioned on Landlord's approval of the economic viability of the proposed assignee or sublessee, Landlord's determination that the proposed use than of the use permitted Premises by the assignee or sublessee is lawful and complies with the terms of this Lease, and (ii) with respect to an such other conditions as Landlord deems reasonably appropriate. d. Any assignment to a Related Entity described in subsections (ii) or subletting shall be acknowledged by written agreement executed by Landlord, Tenant and (iii), such Related Entity has a tangible net worth equal to the assignee or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitysublettee.

Assignment/Subletting. Except 4.01 Neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, shall assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by (i) others, without the prior written consent of Landlord in each instance or (ii) a Prohibited Person (as provided herein, Tenant shall not assign such term is hereinafter defined). The transfer of a majority of the issued and outstanding capital stock of any corporate tenant or in any manner transfer sublessee of this Lease or a majority of the total interest in any estate partnership tenant or interest hereunder sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall not sublease be deemed an assignment of this Lease or of such sublease. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody 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 assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant 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. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent in each instance. A modification, amendment or extension of Landlord, which a sublease shall not be unreasonably withheld, conditioned, deemed a sublease. The listing of the name of a party or delayed. As part entity other than that of Tenant’s request for, and as a condition to, Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within ten (10) days thereafter, at Tenant’s expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant shall provide agrees to indemnify Landlord with financial statements and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. Tenant hereby grants Landlord’s rental agent for the proposed transferee and Building, or such other information licensed real estate broker as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse designated by Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to from time-to-time (the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods“Designated Agent”), the consent sole and exclusive right to effect any sublet, assignment, release and other disposition of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Premises and any other space Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation has under lease elsewhere in the event Building for a period of a corporate reorganization ninety (a “Related Entity”); 90) days from the receipt of notice from Tenant with respect to each such sublet, assignment, release and disposition (provided, however, that Tenant acknowledges and agrees that such Designated Agent from time to time may be obligated to endeavor to rent competitive space available in the Building on behalf of and pursuant to the instructions of Landlord or another tenant of the Building) and Tenant shall pay to such Designated Agent upon execution of each such sublease, assignment, release or other disposition a commission computed in accordance with such Designated Agent’s standard rates and rules then in effect for the locality in which the Building is located. 4.02 In no event shall Tenant have the right to sublease less than the entire Premises. If Tenant desires to assign this Lease or to sublet the entire Premises, it shall first submit in writing to Landlord the documents described in Section 4.06 hereof, and shall offer in writing (“Tenant’s Recapture Offer”), (i) such Related Entity does not use the Premises for with respect to a prospective assignment, to assign this Lease to Landlord without any payment of moneys or other use than the use permitted by this Leaseconsideration therefor, and or, (ii) with respect to an assignment a prospective subletting, to a Related Entity described sublet to Landlord the entire Premises (“Leaseback Area”) for the term specified by Tenant in subsections its proposed sublease or, at Landlord’s option for the balance of the term of the Lease less one (ii1) day, and at the lower of (iiia) Tenant’s proposed subrental or (b) the rate of Fixed Annual Rent and Additional Rent, and otherwise on the same terms, covenants and conditions (including provisions relating to escalation rents), such Related Entity has a tangible net worth equal as are contained herein. Tenant’s Recapture Offer shall specify the date when the Leaseback Area will be made available to or greater Landlord, which date shall be in no event earlier than $10,000,000.00forty-five (45) days nor later than ninety (90) days following the acceptance of Tenant’s Recapture Offer (the “Recapture Date”). If an offer of sublease is made, and if the proposed sublease will result in the entire Premises being sublet, then Landlord agrees that Tenant shall have the right, without Landlord’s consent, option to extend the term of its proposed sublease or license a portion for the balance of the Premises term of this Lease less one (1) day. Landlord shall have a period of forty-five (45) days from the receipt of such Tenant’s Recapture Offer to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by either accept or reject Tenant’s Recapture Offer or to terminate this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.

Assignment/Subletting. Except as provided herein, (a) Tenant shall not assign assign, hypothecate, ---------------------- mortgage, encumber, or in any manner transfer convey this Lease or any estate interest under it; allow any transfer thereof or any lien upon Tenant's interest hereunder and shall not sublease by operation of law or otherwise; sublet the Premises whole or any part thereof of the demised premises by anyone other than Tenant and its employees. If Tenant is a corporation, any dissolution, merger, consolidation or reorganization of Tenant or the sale or transfer of a controlling percentage of the capital stock of Tenant, whether by a single transaction or event or by cumulative transactions or events shall be deemed an assignment of this Lease, and shall be subject to the restrictions set forth above, If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law, of any partner or partners owning 51% or more of the partnership interest, whether by a single transaction or event or by cumulative transactions or events, or the dissolution of the partnership shall be deemed an assignment of the Lease and shall be subject to the restrictions set forth above. SEE RIDER SECTION 40. (b) Tenant shall not sublet the whole or any part of the premises without the Landlord's prior written consent consent. In the event Tenant intends to sublease all or any portion of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or subleasethe premises, Tenant shall provide take the following actions: (i) Tenant shall first notify Landlord in writing of its intention to sublet prior to any advertising of same, hiring of brokers or contacting of potential subtenants, such notice shall identify the space proposed to be sublet, which space must be a legally leasable unit in compliance with financial statements for all applicable ordinances and codes, and shall state the date on which Tenant requests that the sublet commence, which date shall be no less than one hundred eighty (180) days from the date of Tenant's notice. (ii) Landlord shall have thirty (30) days following the receipt of such notice to notify Tenant whether it elects to recapture the space Tenant has proposed transferee and to sublet. Landlord's failure to send such other information as notice within such thirty (30) day period shall be deemed to mean Landlord has not elected to recapture the space. (iii) In the event the Landlord elects to recapture the space, it shall notify Tenant of its intent by service of a written notice of cancellation terminating that portion of the Lease covering the space Landlord has chosen to recapture, which may reasonably requestinclude all or any lesser portion of the space Tenant has proposed to sublet. In such event Landlord agrees that the space not recaptured by Landlord shall be a legally leasable unit. Tenant shall not pay all costs of any construction necessary to accomplish the division of the space. The termination of the Lease as to the recaptured space shall be entitled effective on the date specified by the Tenant in its notice pursuant to receive monetary damages based upon a claim Subsection 17 (i) and (ii). (iv) In the event that Landlord unreasonably withheld its consent elects to a recapture any proposed transfer to a third party sublet space under these provisions, the Base Rent, Rentable Area of the Premises and Tenant’s sole remedy Measurable Area of the Premises as provided in Section 1 above shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs adjusted as of the termination date designated in the cancellation notice, and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease as so amended shall continue thereafter in full force and effect. (v) In the event that the Landlord elects not to recapture part or all of the contraryproposed sublet space, Landlord shall so long notify Tenant as set forth in (ii) above. Provided Tenant is not in default under the Lease and has fully complied with the terms of this Section 17, Tenant may then proceed to contact potential subtenants and shall have the option to sublet the non-recaptured space in accordance with the following provisions: (A) Tenant shall bear all costs and expenses associated with the subletting including, without limitation, any and all costs and expenses incurred by Landlord (if any). (B) Upon locating a suitable potential subtenant, Tenant shall notify Landlord in writing. Such notice shall state the name and address of the proposed subtenant and shall include a true and complete copy of the proposed sublease. Tenant shall also deliver to Landlord copies of all financial statements, credit reports and other such information in its possessions relating to the prospective subtenant. At Landlord's request, Tenant shall promptly secure and deliver any additional information Landlord deems necessary in order to evaluate the potential subtenant. (C) Landlord shall have fifteen (15) days from the date of its receipt of the last information provided by Tenant on the proposed subtenant, during which to evaluate such subtenant and decide whether to consent to the sublease. Landlord shall notify Tenant of its decision in writing, and, in the event that Landlord does not consent to the sublease, its notice thereof to Tenant shall include an explanation of its reasons for denying consent. In the event that Landlord consents to the sublease, Tenant may execute the sublease and collect all rents due thereunder subject to the provisions of subparagraph (D) below and subject to the subtenant's agreement to comply with all the terms of this Lease beyond applicable notice as they apply to the sublet space. (D) Following the execution of any sublease to which Landlord has consented and cure periodsthroughout the term thereof, the consent Tenant shall pay Landlord sixty percent (60%) of all amounts received by Tenant in connection with subletting in excess of the rent for the sublet space Tenant is obligated to pay Landlord need not hereunder. (E) The use for which the premises or any part thereof may be obtained if sublet shall be only for lawful office use which is in keeping with the assignment general character of the Building and Complex, which is not extra-hazardous on account of fire and which does not conflict with exclusive rights granted to any other tenant. (F) The granting consent by Landlord to Tenant for subletting of the premises or any part thereof shall not release Tenant from direct and primary liability under this Lease is to a: (i) parent, subsidiary or affiliate for the performance of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares covenants, duties and obligations of stock Tenant hereunder, and Landlord shall retain its rights to enforce the provisions Of this Lease against Tenant or assets of Tenant; any subtenant without demand upon or (iv) proceeding in any way against any other person. consent to a particular sublease shall not be denied a consent to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitysubsequent transaction.

Assignment/Subletting. Except as provided herein, Tenant Lessee shall not assign have the right to sublet or transfer less than 11,000 square feet of the Demised Premises (by assignment, or in any other manner (hereinafter referred to as sublet)) this Lease, or mortgage or otherwise encumber the leasehold interest of Lessee without first giving Lessor a written request for such transfer this Lease or any estate or interest hereunder and shall not sublease without first obtaining in each and every instance the Premises or any part thereof without the prior previous written consent of LandlordLessor, which consent shall not be unreasonably withheld. Any assignment or hypothecation of the Demised Premises without the written consent of Lessor, shall be null and void. In no event shall Lessee be released from any liability hereunder. In the event that Lessee desires to sublet the Demised Premises, in whole or in part, Lessee shall notify Lessor of its intention to do so. Lessee may solicit sublet proposals for the Demised Premises, in whole or in part (in no event less than 11,000 square feet), for Lessor’s approval. Upon submission to Lessor by Lessee of a Sublet Agreement for the Demised Premises, in whole or in part, (said Agreement being subject to Lessor’s written approval which consent shall not be unreasonably withheld, conditioned, or delayed. As part of Tenantmortgagee’s request forwritten approval, and as a condition tothis underlying Lease) executed by and between the Sublessor (and assigns) and Sublessee, LandlordLessor may at Lessor’s consent option, elect to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in terminate this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfertransfer or sublet by giving Lessee written notice thereof within ten (10) days of Lessee’s submission of said Sublet Agreement to Lessor. In the event that Lessor so elects to terminate this Lease, along with all applicable documentation the same will terminate and other information necessary Lessee shall be released from liability hereunder for Landlord to determine that the requirements balance of the Term of this Section 13 have been satisfiedLease. In the event that Lessor does not notify Lessee within said ten (10) day period of Lessor’s intent to terminate this Lease, including if applicablethen Lessee may enter into such Sublet Agreement with subtenant. In no event shall Lessee be released from any liability hereunder. Notwithstanding anything contained in this Article to the contrary, (i) Subject to Lessor’s sole and absolute discretion and with Lessor’s prior written consent, Lessee shall be allowed to assign this Lease and to sublease the qualification Demised Premises or any portion thereof whatsoever to any entity resulting from a merger or consolidation with Lessee or any entity succeeding to the business and assets of Lessee (herein after referred to collectively as “Merger”). Lessee shall give Lessor 30 days prior written notice of such proposed transferee as Merger and Lessee shall supply to Lessor documentation evidencing such Merger. (ii) Subject to Lessor’s sole and absolute discretion and with Lessor’s prior written consent, Lessee shall be allowed to assign this Lease and to sublease the Demised Premises or any portion there of whatsoever to an affiliate “Affiliate” of Tenant greater or equal financial standing. Such sublease or assignment shall not be subject to Lessor’s right of termination. The term “Affiliate” shall mean any entity that controls, is controlled by or is under the common control of the Lessee. Nothing contained in this Article 31 shall be construed to release Lessee from any liabilities or responsibilities under the Lease. In the event that Lessee sublets the Demised Premises at a Related Entityrental rate exceeding Lessee’s then current Basic Rent, then Lessor, after Lessee is reimbursed for those actual costs it incurs subletting the Demised Premises, shall be entitled to all additional rent received by said Sublessee which exceeds Lessee’s Basic Rent.

Assignment/Subletting. Except as provided herein4.01 If Tenant desires to assign this Lease or sublet the Premises in part or in its entirety, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof without the prior submit to Landlord a written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, for Landlord’s consent to such assignment or subleasesubletting, Tenant which request shall provide Landlord with contain or be accompanied by the following information: (i) the name and address of the proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and of its proposed use of the Premises; (iv) current financial statements information for the proposed transferee assignee or subtenant; (v) a description of the proposed assigned or sublet space and such (vi) any other information as Landlord may reasonably request. request with respect to the proposed assignee or subtenant. 4.02 Landlord shall not unreasonably withhold, condition or delay its consent to the proposed assignment or subletting referred to in Paragraph 4.01 above, provided the proposed assignment or subletting is in writing and that the following further conditions shall be fulfilled: (i) there shall be no default by Tenant under this Lease beyond the notice, grace or cure period, if any, when (a) Landlord’s consent is requested and (b) upon commencement of the term of any such proposed assignment or sublease; (ii) there shall be no advertisement or public communication of any kind whatever relating to the proposed assignment or subletting which mentions or refers to a rental rate or to any other matter which directly or indirectly might adversely reflect on the dignity or prestige of the Building, provided, however, the Premises may in all events be listed with a broker for subletting; (iii) in the case of subletting, the subletting shall be expressly subject to all of the provisions of this Lease and the obligations of Tenant hereunder and, without limiting the generality of the foregoing, the sublease shall impose at least the same restrictions and conditions as imposed herein and shall specifically provide that there shall be no further subletting of the sublet premises; (iv) any such assignment or subletting will result in there being no more than two (2) occupants of the Premises; (v) the proposed assignee or subtenant shall not be entitled to receive monetary damages based upon a claim that person then currently negotiating with Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy for the rental of any space in the Building; (vi) Landlord shall be furnished with a duplicate original of the sublease or assignment, within ten (10) days after the date of its execution. Pdf version of the sublease or assignment shall be deemed an action to enforce any such provision through specific performance original of the same; (vii) the proposed assignee or declaratory subtenant, as the case may be, has sufficient net worth and is credit worthy, as determined in Landlord’s reasonable discretion and judgment. , and L▇▇▇▇▇▇▇ has been furnished with proof thereof; (viii) the proposed assignee or subtenant is engaged in a business, and shall use the Premises in a manner which is in keeping with the standards of the Building; (ix) the Tenant shall reimburse Landlord within ten (10) days of receipt of written demand for its actual any reasonable costs costs, including attorneys’ fees and expenses disbursements, actually incurred by Landlord in connection with such said assignment or sublease request. sublease; and (x) the written instrument evidencing the proposed assignment or subletting contains affirmative language whereby the assignee or subtenant acknowledges and agrees that its interests shall be subject and subordinate to any mortgage on the Building. 4.03 Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under no assignment or sublet of this Lease beyond applicable notice and cure periodsshall be binding upon Landlord, the consent of the unless Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice receive at least ten (10) days prior to the effective date of such assignment or sublet (as the proposed transfercase may be): (i) a duplicate original instrument of assignment and assumption of lease or sublease in form and substance satisfactory to Landlord and duly executed by all parties thereto; (ii) an agreement, along with in form and substance reasonably satisfactory to Landlord, duly executed by assignee, whereby assignee shall unconditionally assume observance and performance of all applicable documentation of the terms and conditions of this Lease on Tenant’s part to be observed or performed; and (iii) a guaranty of Lease by an officer/member of assignee in form and substance reasonably satisfactory to Landlord, substantially similar to the form of guaranty executed by the guarantor of this Lease. 4.04 If this lease be assigned, whether or not in violation of the terms of this lease, Landlord may collect rent from the assignee. If the Premises or any part thereof be sublet or be used or occupied by anybody other information necessary for 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, if any, collect rent from the subtenant or occupant. In either event, Landlord may apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of this Lease or this Article, or the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of Tenant’s obligations under this lease. The consent by Landlord to determine that the requirements an assignment or subletting pursuant to any provision of this Section 13 have been satisfiedLease shall not in any way be considered to relieve Tenant from obtaining the express prior consent of Landlord to any other or further assignment or subletting. The listing of any name other than that of Tenant on any door of the demised premises or on any directory or otherwise, including if applicableshall not operate to vest in the person so named any right or interest in this Lease or the Premises. T▇▇▇▇▇ agrees to pay L▇▇▇▇▇▇▇’s reasonable attorneys’ fees and disbursements in connection with any proposed assignment of this Lease or any proposed subletting of the demised premises or any part thereof. Neither any assignment of this Lease, nor any subletting, occupancy or use of the demised premises or any part thereof by any person other than Tenant, nor any collection of rent by Landlord from any person other than Tenant, nor any application of any such rent as provided in this Article shall, under any circumstances, relieve, impair, release or discharge Tenant of its obligations fully to perform the terms of this lease on Tenant’s part to be performed. 4.05 Subject to the terms of paragraph 4.08 herein generally, the qualification transfer of a majority of the issued and outstanding capital stock of any corporate Tenant, subtenant or permitted assignee of this Lease, the transfer of a majority of the interest in any limited liability company Tenant, subtenant or permitted assignee, or the transfer of a majority of the interest in any partnership Tenant, subtenant or permitted assignee, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, shall be deemed an assignment of this Lease or such sublease. 4.06 If required by applicable law, Tenant shall complete, swear to and file any questionnaires, tax returns, affidavits or other documentation which may be required to be filed (a) with the New York State Department of Taxation and Finance in connection with Article 31-B of the Tax Law of the State of New York, (b) with the Commissioner of Finance of the City of New York in connection with the New York City Real Property Transfer Tax and (c) with the appropriate governmental agency in connection with any other tax which may now or hereafter be in effect. T▇▇▇▇▇ further agrees to pay any amounts which may be assessed in connection with any of such proposed transferee taxes and to indemnify Landlord against and to hold Landlord harmless from any claims for payment of such taxes. The provisions of this Article shall survive the expiration or sooner termination of this lease. 4.07 Notwithstanding anything to the contrary, any act or omission of Tenant’s assignee’s, subtenants, licensees, invitees, agents, servants, employees, contractors or sub-contractors which violates any provision or condition set forth in this Lease with which Tenant is required to comply, shall be deemed a violation of such provision or condition (as an affiliate of the case may be) by both Tenant or a Related Entityand such assignees, subtenants, licensees, invitees, agents, servants, employees, contractors and sub-contractors.

Assignment/Subletting. Except as provided herein4.01 Subject to the terms of this Article 4, neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, shall not assign assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance. The transfer of a majority of the issued and outstanding capital stock of any manner transfer corporate tenant or sublessee of this Lease or a majority of the total interest in any estate partnership or interest hereunder limited liability company tenant or sublessee or other entity, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the conversion of a tenant or sublessee entity to either a limited liability company or a limited liability partnership or the merger or consolidation of a corporate tenant or sublessee, shall be deemed an assignment of this Lease or of such sublease; provided, however, that Landlord’s consent shall not sublease be required with respect to any such deemed assignment to a Related Entity of Tenant (or subtenant) if the terms and conditions of Section 4.09 are satisfied. If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody 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 assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant 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 if and to the extent such consent is otherwise required hereunder. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent in each instance (unless consent is not required hereunder), which consent shall be granted or withheld in accordance with all applicable provisions of this Article 4 as if such sublease or assignment were made by Tenant (i.e., the provisions of this Article 4 shall be applied as if the references herein to Tenant were references to such sublessee seeking consent). A material modification, material amendment or extension (but not a termination) of a sublease which is not expressly contemplated in such sublease shall be deemed a sublease and shall be subject to all of the provisions of this Article 4. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. Notwithstanding anything to the contrary contained herein, transfers of ownership interests in Tenant on a recognized United States or foreign securities exchange or in an over-the-counter market or transfer of ownership interests in Tenant pursuant to a public offering shall not be deemed an assignment for purposes of this Lease. If any lien is filed against the Premises or the Building for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within twenty (20) days after Tenant has notice of such lien, at Tenant’s expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. 4.02 If Tenant desires to assign this Lease or sublet all or any portion of the Premises, then, in each such case, Tenant shall first submit in writing to Landlord a notice referencing this Section 4.02 together with a term sheet setting forth all of the following terms and conditions upon which Tenant is willing to assign this Lease or sublet the Premises, or portion thereof, whichever may be applicable, (a) in the case of a proposed subletting, the area proposed to be sublet, and, in the case of a proposed assignment such notice shall set forth Tenant’s intention to assign this Lease, (b) the term of the proposed subletting including the proposed dates of the commencement and the expiration of the term of the proposed sublease or the effective date of the proposed assignment, as the case may be, (c) the rents, work contributions, free rent and all other concessions and material economic provisions that are proposed to be included in the transaction, (d) in the case of a proposed subletting of less than the entire Premises where alterations are required to physically separate such portion of the Premises from the remainder of the Premises, which party shall perform such alterations and which party shall pay the cost thereof, and (e) in the case of a proposed subletting, the condition in which the Premises (or applicable portion thereof) shall be delivered by Tenant, and which shall be deemed an offer (a “Tenant’s Recapture Offer”): (i) with respect to a prospective assignment, to terminate or assign this Lease to Landlord without any payment of moneys or other consideration therefor by Landlord to Tenant, or, (ii) with respect to a sublease for all or a portion of the Premises for all or substantially all of the balance of the Term (i.e., term of sublease would expire with one (1) year or less remaining in the Term), to terminate this Lease with respect to the portion of the Premises covered by such sublease (the “Lease Termination Area”), or (iii) with respect to a prospective subletting, to sublet to Landlord (a “Leaseback”) the portion of the Premises involved (“Leaseback Area”) for the term specified by Tenant in Tenant’s Recapture Offer at Tenant’s proposed sub-rental, and otherwise on the terms, covenants and conditions (including provisions relating to escalation rents), as are contained in Tenant’s Recapture Offer. Tenant’s Recapture Offer shall specify the date when the Leaseback Area, the Lease Termination Area or the Premises, as the case may be, will be made available to Landlord, which date shall be in no event earlier than sixty (60) days nor later than two hundred seventy (270) days following the acceptance of Tenant’s Recapture Offer (the “Recapture Date”). Landlord shall have a period of thirty (30) days from the giving of such Tenant’s Recapture Offer to either accept or reject Tenant’s Recapture Offer as of the Recapture Date (it being understood that for purposes of this Article 4, “accepting” a Tenant’s Recapture Offer shall mean that Landlord shall elect, as permitted hereunder, to terminate this Lease with respect to the Premises (or applicable portion thereof), require Tenant to assign this Lease to Landlord or sublease the applicable portion of the Premises to Landlord, as the case may be). If Landlord fails to respond to Tenant’s Recapture Offer within the thirty (30) day period, then Tenant shall have the right to deliver a second notice to Landlord (a copy of which, as a condition to its effectiveness, must be sent to Landlord’s notice parties set forth in Article 27) requesting Landlord’s response to Tenant’s Recapture Offer, which request shall state in bold upper case letters at the top of the first page as follows: “THIS IS A TIME SENSITIVE NOTICE AND SUBJECT TO THE PROVISIONS OF SECTION 4.02 OF THE LEASE LANDLORD SHALL BE DEEMED TO HAVE ELECTED NOT TO EXERCISE ANY OF ITS RIGHTS UNDER SECTION 4.02 OF THE LEASE WITH RESPECT TO TENANT’S RECAPTURE OFFER.” If Tenant shall have delivered such reminder notice to Landlord, and Landlord shall fail to respond to such reminder notice within ten (10) days thereafter, and provided that Tenant has otherwise complied with all of Tenant’s obligations under this Article 4 in connection with such request, then Landlord shall be deemed to have elected not to exercise any of its rights set forth in this Section 4.02 with respect to Tenant’s Recapture Offer, but the remaining provisions of this Article 4, including, without limitation, Section 4.07, shall govern and control Tenant’s desire to assign this Lease or sublet all or any portion of the Premises. Notwithstanding anything contained herein to the contrary, the provisions of this Section 4.02 shall not apply to an assignment of this Lease or sublet of the Premises or portion thereof to a Related Entity that is permitted without Landlord’s consent pursuant to Section 4.09. Provided Tenant is not then in monetary default under this Lease or in default under any Leaseback, in either case, beyond any applicable notice or cure period (and taking into account the provisions of Section 4.05), the sub-rental due and payable by Landlord to Tenant under each Leaseback shall be automatically credited as and when due under such Leaseback(s) against the next installment(s) of Rent thereafter becoming due under this Lease (it being agreed that the provisions hereof shall not be unreasonably withhelddeemed to diminish Landlord’s or Tenant’s rights under such Leaseback(s)) (e.g., conditionedif a monthly payment of $20,000 is payable by Landlord to Tenant on or before May 1st pursuant to a Leaseback between Landlord and Tenant and Tenant is not then in monetary default under this Lease or in default under the Leaseback, in either case, beyond any applicable notice or cure period, such $20,000 shall be automatically credited against the Rent payable by Tenant to Landlord under this Lease on such May 1st and such credit shall be deemed a payment by Landlord of the sub-rental payable under such Leaseback). 4.03 If Landlord exercises its option to terminate this Lease pursuant to Section 4.02 (whether with respect to the entire Premises or a portion thereof), then (i) the Term (with respect to the applicable portion of the Premises) shall end on the Recapture Date and (ii) Tenant shall surrender to Landlord and vacate the Premises (or applicable portion thereof) on or before such date in the same condition as is otherwise required upon the expiration of this Lease by its terms, (iii) the Rent and Additional Rent due hereunder shall be paid and apportioned to such date, and (iv) Landlord shall be free to lease the Premises (or the applicable portion thereof) to any individual or entity including, without limitation, Tenant’s proposed assignee or subtenant. 4.04 If Landlord shall accept Tenant’s Recapture Offer pursuant to Section 4.02, Tenant shall then execute and deliver to Landlord, or delayedto anyone designated or named by Landlord, an assignment or sublease, or deliver to Landlord a surrender agreement, as the case may be, in any such case in a form reasonably satisfactory to Landlord’s counsel and Tenant’s counsel. As If a sublease is so made it shall expressly: (i) permit Landlord to make further subleases of all or any part of the Leaseback Area and (at no cost or expense to Tenant) to make and authorize any and all changes, alterations, installations and improvements in such space as necessary; provided, however, that if any such changes, alterations, installations or improvements constitute Specialty Alterations which Tenant is required to remove hereunder prior to the end of the Term (it being agreed that for purposes hereof, such changes, alterations, installations or improvements shall be deemed to be Specialty Alterations regardless of whether Landlord has advised Tenant thereof as required in Section 8.01(b)), then, at Landlord’s option (or, in the case of a sublease that expires more than one (1) year prior to the end of the Term of this Lease, at Tenant’s option), Landlord shall either (1) remove such Specialty Alterations prior to the end of the term of the applicable sublease, or (2) waive Landlord’s right to require Tenant to remove such Specialty Alterations at the end of the Term of this Lease; (ii) provide that Tenant will at all times permit reasonably appropriate means of ingress to and egress from the Leaseback Area; (iii) negate any intention that the estate created under such sublease be merged with any other estate held by either of the parties; (iv) provide that Landlord shall accept the Leaseback Area in the condition set forth in the Recapture Notice with respect to delivery of the Leaseback Area by Tenant; (v) provide that at the expiration of the term of such sublease Tenant will accept the Leaseback Area in its then existing condition, subject to the obligations of Landlord pursuant to clause (i) above and the obligations of Landlord to make such repairs thereto as may be necessary to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted. 4.05 Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Leaseback Area during the period of time it is so sublet, except for Fixed Annual Rent and Additional Rent, if any, due under this Lease, which are in excess of the rents and additional sums due under such sublease. Subject to the foregoing, performance by Landlord, or its designee, under a sublease of the Leaseback Area shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease, nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease. 4.06 Following the expiration of Landlord’s right to recapture pursuant to Section 4.02 (and Landlord’s failure (or deemed failure) to accept Tenant’s Recapture Offer in accordance with the term thereof) with respect to a particular assignment or subletting, if Tenant proceeds to request forLandlord’s consent to said particular assignment or subletting, Tenant shall submit in writing to Landlord (i) the name and address of the proposed assignee or sublessee, (ii) a duly executed counterpart of the proposed agreement of assignment or sublease, (iii) reasonably satisfactory information as to the nature and character of the business of the proposed assignee or sublessee and as to the nature of its proposed use of the space, and (iv) except with respect to a Non-Financial Sublease (as hereinafter defined), banking, financial or other credit information relating to the proposed assignee or sublessee reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or sublessee. Landlord shall respond to such a consent request (pursuant to the terms and conditions of Section 4.07) within thirty (30) days after Tenant gives such request to Landlord. If Landlord fails to respond within such thirty (30) day period, then Tenant shall have the right to deliver a second notice to Landlord (a copy of which, as a condition toto its effectiveness, must in addition be sent to Landlord’s notice parties set forth in Article 27) requesting Landlord’s consent to such assignment or subleasesublet, Tenant which request shall provide Landlord with financial statements for state in bold upper case letters at the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent top of the Landlord need not be obtained if the assignment of the Lease is to afirst page as follows: (i) parent“THIS IS A TIME SENSITIVE NOTICE AND, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); providedSUBJECT TO THE PROVISIONS OF SECTION 4.06 OF THE LEASE, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that LANDLORD SHALL BE DEEMED TO HAVE APPROVED TENANT’S ASSIGNMENT OR SUBLET REQUEST.” If Tenant shall have the rightdelivered such second notice to Landlord, without Landlord’s consent, and Landlord shall fail to sublease or license a portion of the Premises respond to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written second notice at least within ten (10) days prior thereafter, then Landlord shall be deemed to have consented to such assignment or sublet. Tenant may give the effective date of the proposed transfer, along with all applicable documentation notices under Section 4.02 and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant 4.06 concurrently (either in a single combined notice or a Related Entityin separate notices). 4

Assignment/Subletting. Except as provided herein, SALE ------------------------------------------ 14.1 Assignment and Subletting ------------------------- (a) The Tenant shall not assign this Lease in whole or in part, nor sublet all or any manner part of the Premises, nor grant any license or part with possession of the Premises or transfer any other right or interest under this Lease, without the prior written consent of the Landlord in each instance, which consent shall not be unreasonably withheld, so long as the proposed assignment or sublease complies with the provisions of this Article. Notwithstanding the foregoing, no consent of the Landlord shall be required in the event that the Tenant assigns or sublets the whole or any portion of the demised premises to a corporate entity controlled by, or affiliated to the Tenant or to a corporation which controls the Tenant. (b) Notwithstanding any assignment or sublease, the Tenant shall remain fully liable on this Lease or any estate or interest hereunder and shall not sublease be released from performing any of the terms, covenants and conditions of this Lease. (c) If the Premises or any part thereof are sublet or occupied by anyone other than the Tenant, then if and when the Tenant is in default in the payment of any of the Rent reserved hereunder, the Landlord may collect rent payable to the Tenant by such person(s) directly and apply it to the outstanding unpaid Rent reserved hereby. (d) No assignment shall be made or proposed other than to persons, firms, partnerships, or bodies corporate who undertake in favour of the Landlord to perform and observe the obligations of the Tenant hereunder by entering into an assumption agreement directly with the Landlord. (e) The prohibition against assigning or subletting without the prior written consent required by this Article shall be construed to include a prohibition against any assignment or sublease by operation of Landlord, which law. (f) The consent by the Landlord to any assignment or sublease shall not be unreasonably withheld, conditioned, or delayed. As part constitute a waiver of Tenant’s request for, and as a condition to, Landlord’s the necessity of such consent to such any subsequent assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.

Assignment/Subletting. Except as provided herein27.1 Subject to the provisions of Sections 27.2 and 27.3 below, Tenant and subject to the applicable provisions of the ▇▇▇▇▇▇▇▇▇ (including, without limitation, all prohibitions contained therein and consents required thereby), Subtenant may assign this Sublease or sublet the Demised Premises. Nothing contained in this Section 27.1 shall not assign be deemed or in any manner construed to permit the Subtenant to assign, mortgage, pledge, encumber or otherwise transfer this Lease Sublease, or any estate or interest hereunder sublet the Demised Premises in contravention of the terms and shall not sublease provisions of the Premises or any part thereof without ▇▇▇▇▇▇▇▇▇. 27.2 Any assignment of the prior written consent of Landlord, which Sublease shall not be unreasonably withheldeffective unless and until (i) the assignee shall execute, conditionedacknowledge and deliver to Sublandlord an agreement in form and substance reasonably satisfactory to Sublandlord, or delayed. As and with respect to which Sublandlord shall be a direct beneficiary, whereby the assignee shall (x) assume the obligations and performance of this Sublease and agree to be personally bound by all the covenants, agreements, terms, provisions and conditions hereof on the part of Tenant’s request forSubtenant to be performed and observed from and after the effective date of any such assignment and (y) agree that the provisions of this Section 27 shall, and as a condition to, Landlord’s consent to notwithstanding such assignment or subleasetransfer, Tenant continue to be binding upon it in the future. Subtenant covenants that, notwithstanding any assignment, sublease or transfer, whether or not in violation of the provisions of this Sublease, and notwithstanding the acceptance of rent by Sublandlord from any assignee, subtenant or transferee or any other party, Subtenant shall provide Landlord with financial statements remain fully and primarily and jointly and severally liable for the proposed transferee payment of rent due and such other information as Landlord may reasonably requestto become due under this Sublease and for the performance and observance of all the covenants, agreements, terms, provisions and conditions of this Sublease on the part of Subtenant to be performed or observed. Tenant The liability of Subtenant, and the due performance by Subtenant of the obligations on its part to be performed under this Sublease shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to discharged, released or impaired in any respect by an agreement or stipulation made by Sublandlord or any assignee of Sublandlord or any other agreement with a third party and Tenant’s sole remedy shall be an action extending the term or modifying any of the obligations contained in this Sublease, or by any waiver or failure of Sublandlord to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease of the obligations on Subtenant's part to the contrary, so long as Tenant is not in default be performed under this Lease beyond applicable notice Sublease, and cure periods, Subtenant shall continue liable hereunder. If any such agreement or modification operates to increase the consent obligations of Subtenant under this Sublease the Landlord need liability of Subtenant under this Sublease or any of its successors in interest (all such parties shall be deemed to have expressly consented in writing to such agreement or modification) shall continue to be no greater than if such agreement or modification had not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation been made. Each sublease entered into by Subtenant shall provide that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of cancellation or termination of this Sublease because of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted default by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to Subtenant hereunder or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises surrender of this Sublease whether voluntary, involuntary or by operation of law, prior to a Related Entity described the expiration date of the sub-sublease, including extensions and renewals granted thereunder, at Sublandlord's option, the sub-subtenant shall make full and complete attornment to the Sublandlord for the balance of the term of the sub-sublease, which attornment shall be evidenced by an agreement in subsection (i) aboveform and substance reasonably satisfactory to Sublandlord, provided that such Related Entity does not use which the Premises for sub-subtenant shall execute and deliver at any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least time within ten (10) days prior after request by Sublandlord, its successors and assigns and that the sub-subtenant waives the provisions of any law now or hereafter in effect which may give the sub-subtenant any right of election to terminate the effective date sub-sublease or surrender possession of the proposed transfer, along demised premises in the event any proceeding is brought by the Sublandlord to terminate this Sublease. 27.3 Subtenant shall not have the right to sublet the Demised Premises or assign this Sublease if the same would cause the Demised Premises to become subject to compliance with all applicable documentation and other information necessary for Landlord to determine that the requirements remedial provisions of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.New Jersey Environmental Clean Up Responsibility Act (N.J.

Assignment/Subletting. Except as provided herein, Tenant (A) Lessee shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease sublet the Premises or any part thereof or assign any interest in this Lease (whether by sale of assets, merger, consolidation or otherwise, or by sale or disposition of control or ownership) without first having obtained the prior written consent of Landlord, which Lessor. Lessor hereby consents to the assignment of this Lease to a wholly owned subsidiary or parent of the original Lessee with the exception that Lessee shall not be unreasonably withheldhave the right to sublease or assign all or any part of the Premises to organizations conducting their primary business in retail sales, conditionedfood services, or delayed. As part of Tenant’s request forhealth care, and as a condition to, Landlord’s consent to but no such assignment or sublease, Tenant shall provide Landlord with financial statements for relieve the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce Assignor of any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease requestliability hereunder. Notwithstanding anything contained in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need Lessor shall not be obtained if the obligated to entertain or consider any request by Lessee to consent to any proposed sublease or assignment of the Lease Premises unless each request by ▇▇▇▇▇▇ is accompanied by a nonrefundable fee payable to a: (i) parentLessor in the amount of $250.00 to cover Lessor’s administrative, subsidiary or affiliate legal, and other costs and expenses incurred in processing each of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all Lessee’s requests. Neither Lessee’s payment nor Lessor’s acceptance of the shares of stock or assets of Tenant; or (iv) foregoing fee shall be construed to impose any obligation whatsoever upon Lessor to consent to any corporation which is the successor corporation in the event of a corporate reorganization ▇▇▇▇▇▇’s requests. (a “Related Entity”); provided, however, that (iB) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant Lessor shall have the rightright of first refusal to repossess the space to be subleased or assigned. In the case of such repossession by Lessor, without Landlord’s consentthis Lease shall terminate on that date of repossession and shall then be null and void and of no further force or effect, and neither Lessor nor Lessee shall have any further obligation or liability hereunder except as provided in Sections 4.20, 4.21, and 4.30 of this Lease as the Lease applies to space vacated. This Lease shall remain in effect on any space not repossessed by Lessor. (C) Should Lessor not exercise its right of first refusal to repossess the Premises, Lessee shall be free to sublet such space to any third party with the exception of the aforementioned, subject to the following conditions: (1) In no event shall more than two tenants be allowed to occupy said Premises (Tenant and one subtenant or two subtenants). (2) Any subtenancy shall be for not more than one day less than the remaining term of the original Lease. (3) No sublease shall be valid and no sublessee shall take possession of the Premises subleased until an executed counterpart of such sublease has been delivered to Lessor. (4) No sublessee shall have a right to further to sublet; and (5) Any sums or license other economic consideration received directly or indirectly by Lessee or any other entity related to or affiliated with Lessee, as a result of such subletting (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements, other than building standard tenant improvements made to the sublet portion of the Premises by Lessor), whether denominated rentals under the sublease or otherwise, which exceed, in the aggregate, the total sums which Lessee is obligated (allocable to a Related Entity described in subsection (i) above, provided that such Related Entity does not use portion of the Premises for subject to such sublease) shall be payable to Lessor as additional rent under this Lease without affecting or reducing any other use obligation of Lessee hereunder. In no event shall Lessee sublease the Premises and charge less rent per month than the use permitted by stipulated in this Lease. Tenant February 14, 2019 (6) Notwithstanding anything contained in this Lease or any Addendum attached hereto, or otherwise, no sublessee shall give Landlord have any rights as to building identification without the prior written consent of Lessor. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by any sublessee on any part of the outside or inside of the Premises or Building without the prior written consent of ▇▇▇▇▇▇. In the event of the violation of the foregoing, Lessor may, at least ten its sole option, treat such violation as an event of default hereunder. In addition, Lessor may remove such lettering without any liability and may charge the expense incurred by such removal to the Lessee and/or sublessee. The prior approval of all lettering must be obtained by sublessee from Lessor. (7) Regardless of ▇▇▇▇▇▇’s consent, no subletting or assignment shall release Lessee from ▇▇▇▇▇▇’s obligations hereunder; nor shall it alter the primary liability of Lessee to pay the rental and to perform all other obligations to be performed by Lessee hereunder. The acceptance of rental by Lessor from any other person shall not be deemed to be a waiver by Lessor of any provision hereof. In the event of default by any assignee of Lessee or any successor of ▇▇▇▇▇▇ in the performance of any of the terms hereof, ▇▇▇▇▇▇ may proceed directly against ▇▇▇▇▇▇ without the necessity of exhausting remedies against such assignee or successor. (8) Lessee shall be expressly prohibited from subleasing to any sublessee or from assigning to any party whose intended business use is other than that described in Section 2.3 herein unless otherwise approved by Lessor in writing. (9) In no event shall any amendment to the sublease, whether or not Lessor shall approve same, affect or modify or be deemed to affect or modify the Lease in any respect. (10) days prior In no event shall Lessor be deemed to be in privity of contract with sublessee or owe any obligation or duty to sublessee under the effective date Lease or otherwise. Any duties of Lessor under the proposed transfer, along with all applicable documentation and other information necessary Lease or required by law being in favor of or for Landlord to determine that the requirements benefit of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityLessee are enforceable solely by ▇▇▇▇▇▇.

Assignment/Subletting. Except as provided herein, The Tenant shall not assign this Lease, or sublet the Premises, or any part thereof, without Landlord's prior written consent which consent shall not be unreasonably withheld or delayed. Prior to any sublease or assignment, Tenant shall first notify Landlord in any manner transfer writing of its election to sublease all or a portion of the Premises or to assign this Lease or any estate interest thereunder. At any time within fifteen (15) days after said notice, Landlord shall notify Tenant that it consents or interest hereunder and refuses to consent to the sublease or assignment. A failure by Landlord to respond within such fifteen (15) day period shall be deemed to be a consent. Any assignment or subletting shall not sublease the Premises or any part thereof without the prior written consent release Tenant of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default liability under this Lease beyond applicable notice and cure periodsnor permit any subsequent assignment, subletting or other prohibited act, unless specifically provided in such consent. Notwithstanding the foregoing, no consent of the Landlord need not be obtained if the assignment is required for Tenant to assign, sublet or otherwise transfer (by operation of the law or otherwise) this Lease is to aor any of its rights hereunder: (ia) parentto any person, subsidiary corporation, partnership or affiliate of Tenant; (ii) company with other entity which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock business or assets of Tenant or stock in Tenant; , or (ivb) to any corporation person, corporation, partnership or other entity which controls, is controlled by or is under common control with Tenant, or (c) in connection with any merger, consolidation or reorganization of Tenant with or into another entity. In each of such events (except only where, as a result of a merger, consolidation or reorganization of Tenant, Tenant ceases to exist as a separate and distinct legal entity), Tenant shall remain liable on this Lease for the successor corporation entire Term hereof (including any extension periods), and Tenant shall in no way whatsoever be relieved of any liability for performance of any of the terms, conditions, covenants and agreements contained herein to be performed by Tenant upon such assignment, transfer or conveyance. Notwithstanding the foregoing, in the event that as a result of a corporate proposed merger, consolidation or reorganization (of Tenant, it is contemplated that Tenant shall cease to exist as a “Related Entity”); providedseparate and distinct legal entity, howeverthen in such event Tenant's successor or surviving entity shall, that as a precondition to the assignment of Tenant's rights in and to the Lease in connection with any such merger, consolidation or reorganization of Tenant, (i) such Related Entity does not use assume, in a writing reasonably acceptable to Landlord, all of the Premises for any other use than obligations of Tenant under the use permitted by terms of this Lease, and (ii) cause Net2000 Communications Group, Inc., if it shall be a surviving entity, and if not, another entity with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal not less than the net worth of said Net2000 Communications Group, Inc. to guaranty the obligations of said successor or greater than $10,000,000.00. surviving entity under the Lease; and upon the receipt by Landlord agrees that Tenant of such assumption agreement and such guaranty, the transferring tenant shall have be relieved of any further liability for the right, without Landlord’s consent, to sublease or license a portion performance of any of the Premises to a Related Entity described in subsection (i) aboveterms, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transferconditions, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity.covenants and

Assignment/Subletting. Except as provided herein, Tenant (a) Sublessee shall not assign (i) assign, transfer, pledge or otherwise encumber its interest in this Sublease, in whole or in any manner transfer this Lease part, (ii) sublet or any estate permit or interest hereunder and shall not sublease suffer the subletting of the Subleased Premises, or (iii) permit the Subleased Premises or any part thereof to be occupied or used by any "Person" (hereinafter defined) other than Sublessee [,in each case of (i), (ii) and (iii) without first obtaining the prior written consent of Sublessor (which may be given or withheld in Sublessor's sole discretion] and any required consent of Landlord. In the event Sublessee shall desire to assign this Sublease, or sublease all or any portion(s) of the Subleased Premises, to a Person which is not a Competitor, the provisions of subparagraph (b) below shall apply, and if Sublessor shall not exercise "Sublessor's Recapture Option" (as defined in said subparagraph (b)), Sublessor's consent to such desired assignment or sub-subletting by Sublessee shall not be unreasonably withheld, delayed or conditioned, except with respect to a "Competitor" (hereinafter defined), in which case (of a Competitor) Sublessor, in the exercise of its sole and arbitrary discretion, may withhold its consent. Notwithstanding the foregoing, Sublessee (to the extent same is permissible under the Prime Lease, or Landlord's consent thereto is obtained) may (x) assign this Sublease, or sub-sublease the Subleased Premises or any portions thereof, to an "Affiliate" (hereinafter defined), and (y) assign this Sublease to any corporation (which is not a Competitor) with which or into which Sublessee may be consolidated or merged, without the prior written consent of LandlordSublessor, which provided that Sublessee shall give Sublessor not be unreasonably withheld, conditioned, or delayed. As part less than 15 days' prior written notice of Tenant’s request for, and as a condition to, Landlord’s consent to any such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such No assignment or sub-sublease requestshall serve to release Sublessee from any liability or obligation hereunder. Notwithstanding anything to the contrary contained herein, Sublessee shall not assign, transfer, sublet or permit the subletting of the Subleased Premises or permit or suffer the occupancy of the Subleased Premises or any part thereof to or by any Competitor. (The term "Competitor" as used herein shall mean any of Arthur Andersen & Co., Deloitte & Touche LLP, Ernst & Young LLP and ▇▇▇▇ ▇L▇, ▇▇ ▇▇y of their Affiliates.) As used in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periodsSublease, the consent word "Person" shall mean an individual, partnership, trust, corporation, firm or other entity; and the word "Affiliate" (of the Landlord need not be obtained if the assignment of the Lease any Person) shall mean any legal entity which directly or indirectly controls, is to a: (i) parentcontrolled by, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii)under common control with, such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have Person (the rightword "control", without Landlord’s consentas used in this definition, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice requiring at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entity51% ownership interest).

Assignment/Subletting. Except as provided herein, Tenant shall not may assign or in any manner transfer this Lease or sublet all or any estate or interest hereunder and shall not sublease portion of the Premises or to any part thereof entity that is owned at least seventy-five percent (75%) by Lithia Motors, Inc. without the prior consent of, but with prior written notice to, Landlord. Tenant may so assign or sublet to any other party only with the prior consent of Landlord, which consent shall not unreasonably be unreasonably withheld, conditioned, withheld or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such delayed if the proposed assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred subletting is in connection with the sale of the business located on the Premises, subject to Section 20.18, but otherwise may be withheld in Landlord's sole and absolute discretion in all other circumstances, and provided further that: (1) such consent to any assignment or sublease request. Notwithstanding anything subletting shall not relieve Tenant from its obligations as primary obligor (and not as surety or guarantor) for the payment of all rental due hereunder, and for the full and faithful observance and performance of the covenants, terms and conditions herein contained; (2) the proposed subtenant or assignee is engaged in this Lease to a business and the contraryPremises will be used in a manner which is in keeping with the use provisions contained herein; (3) the proposed subtenant or assignee is a reputable party of reasonable financial worth in light of the responsibilities involved, so long as and Tenant shall have provided Landlord with reasonable proof thereof; (4) Tenant is not in default under hereunder at the time it makes its request; and (5) Landlord's obligation not to unreasonably withhold consent to an assignment in connection with a sale of the business is subject to Section 20.18. Any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or transfer of a controlling percentage of the corporate stock of Tenant, shall constitute and be deemed an assignment for purposes of this Lease beyond applicable notice and cure periods, section. Consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining the consent of Landlord to any further assignment or subletting, nor shall the collection of Rent by Landlord need not from any assignee, subtenant or other occupant be obtained if the assignment deemed a waiver of this covenant or an acceptance of the assignee or subtenant as Tenant or a release of Tenant from the covenants in this Lease is on Tenant's part to a: (i) parent, subsidiary be performed. Tenant and any assignee or affiliate subtenant shall be jointly and severally liable for the obligations of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date not permit any part of the proposed transferPremises to be used or occupied by any persons other than Tenant and the employees of Tenant, along nor shall Tenant permit any part of the Premises to be used or occupied by any licensee or concessionaire, or permit any persons to be upon the Premises other than Tenant, and employees, customers and others having lawful business with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityTenant.

Assignment/Subletting. Except as provided herein, Tenant shall not assign this Lease, or in any manner transfer this Lease sublet or any estate or interest hereunder and shall not sublease license the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises by anybody other than Tenant (all or any of the foregoing actions are referred to as "Transfers" and all or any of assignees, subtenants, licensees, and other such parties are referred to as "Transferees") without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld. Notwithstanding the provisions of this Section 5.8, conditionedthis Lease may be assigned, or delayed. As part of Tenant’s request forthe Premises may be sublet, and as a condition toin whole or in part, Landlord’s consent after prior notice to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the but without consent of the Landlord need not be obtained if the assignment and without any termination right of the Lease is to a: Landlord being applicable thereto, (i) parent, subsidiary to any corporation or affiliate of Tenant; (ii) company other entity into or with which Tenant may merge be merged or consolidate; (iii) consolidated or to any corporation that acquires or entity to which all or substantially all of the shares of stock or assets of Tenant; or (iv) to If Tenant enters into any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) Transfer with respect to an the Premises (or any part thereof), Landlord may, at any time and from time to time, require that such Transferee agree directly with Landlord to be liable, jointly and severally with Tenant, to the extent of the obligation undertaken by or attributable to such Transferee, for the performance of Tenant's agreements under this Lease (including payment of rent and other charges under the Transfer), and every Transfer shall so provide, without relieving or modifying Tenant's liability hereunder. Landlord may collect rent and other charges from the Transferee and apply the net amount collected to the rent and other charges hereunder, but no such assignment or collection shall be deemed a waiver of the provisions of Section 5.8, or the acceptance of the Transferee, as a tenant, or a release of Tenant from direct and primary liability for the further performance of Tenant's covenants hereunder. The consent by Landlord to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that particular Transfer shall not relieve Tenant shall have from the right, without Landlord’s consent, to sublease or license a portion requirement of obtaining the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date consent of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityany further Transfer.

Assignment/Subletting. Except as provided herein, 37.1: If the Tenant shall not assign or in any manner transfer this Lease desire to sublet all or any estate portion of the leased premises, it shall first submit in writing to Landlord: (a) the name and address of the proposed sublesee; (b) the terms and conditions of the proposed subletting; (c) the nature and character of the business of the proposed sublessee; (d) evidence that the proposed sublessee is a United States citizen or interest hereunder citizens or a corporation qualified to do business in the State of New Jersey and shall not sublease organized and existing under the Premises laws of one of the States of the United States; (e) banking, financial and other credit information relating to the proposed sublessee reasonably sufficient to enable Landlord to determine the proposed sublessee's financial responsibility, and (f) plans and specifications for Tenant's layout, partitioning, and electrical installments for the portion of the premises to be sublet. 37.2: If the nature and character of the business of the proposed sublessee, and the proposed use and occupancy of the leased premises or any part portion thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for by the proposed transferee sublessee is in keeping and such other information as compatible with the dignity and character of the Building, then Landlord may reasonably request. Tenant shall agrees not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld withhold or delay its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. proposed subletting. 37.3: Notwithstanding anything in the provisions of this Lease to the contraryArticle 37, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the rightright to sublet the premises or any part hereof to representatives or affiliates of Tenant, without consent of Landlord’s consent. Notice of such a sublet will be provided to Landlord in writing, 6o days in advance. 37.4: Any subletting hereunder shall not in any event release or discharge Tenant hereunder of or from any liability, whether past, present, or future, under this lease, and Tenant shall continue liable hereunder. The subtenant shall agree to sublease or license a portion occupy the Premises subject to all of the Premises terms, covenants, conditions, provisions and agreements of this lease to the extent of the space sublet; and Tenant shall deliver to Landlord promptly after execution an executed duplicate original copy of such sublease and an agreement of compliance by such subtenant. 37.5: Tenant shall be responsible for obtaining all permits and approvals required by any governmental or quasi-governmental agency for any work or otherwise required in connection with the proposed sublease and Tenant is furthermore responsible for and is required to reimburse Landlord for all costs including legal fees which Landlord incurs in reviewing the proposed sublease and any permits, approvals and applications for the construction of the subleased premises. Tenant's failure to obtain any of the above mentioned permits and approvals or to submit same and a Related Entity described duplicate original copy of the sublease and an agreement of assumption by the subtenant to Landlord within fifteen (15) days of the execution or submission of such items shall constitute a default under this lease. 38th: TENANT'S COOPERATION; REASONABLE MODIFICATIONS; ESTOPPEL CERTIFICATE; MEMORANDUM OF LEASE: 38.1 If, in subsection (i) aboveconnection with obtaining financing for the Building and/or the real estate, or otherwise upon the interest of the Landlord, as Lessee, under any ground or underlying lease, any lending institution shall request reasonable modifications of this lease as a condition of such financing , Tenant covenants not to unreasonably withhold or delay its agreement to such modification, upon Landlord's request, provided that such Related Entity modification does not use materially or adversely affect the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate rights of Tenant or a Related Entityunder this lease.

Assignment/Subletting. Except as provided herein, Tenant shall not assign sublet the Leased Premises or in any manner part thereof, nor allow the same to be used or occupied by any other person or for any other use than that herein specified, nor assign, mortgage, encumber or otherwise transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof therein, without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. As part of Tenant’s request for, Landlord (and as a condition to, Landlord’s consent to such consent, which in any event may be withheld by Landlord, in its sole discretion. Landlord may require (a) that Tenant pay Landlord all or any portion of the consideration for assignment or subleasethe rental under sublease in excess of the rental under this Lease, Tenant shall provide Landlord with financial statements for and/or (b) that the proposed transferee assignee expressly assume this Lease or that the subtenant expressly agree to attorn to Landlord; and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce suffer or permit any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease requestother transfer by operation of law or otherwise, of the estate or interest of Tenant in the Leased Premises acquired in, by or through this Lease. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, Any request for the consent of the Landlord need not be obtained if the assignment to an assignment, mortgage, encumbrance, or transfer of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, or a subletting of the Leased Premises shall be accompanied by a payment in the amount of $250.00 representing a reasonable estimate of Landlord's costs of processing and (ii) with respect to an assignment to a Related Entity described administration in subsections (ii) reviewing Tenant's request and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00the information pertaining thereto. Landlord agrees that Tenant shall have the rightnot be required to respond to any such request without payment, without Landlord’s consentas aforesaid. Any consent which Landlord may give to any assignment, mortgage, encumbrance or other transfer of this Lease or to any sublease or license a portion co-tenancy of the Leased Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior be restricted to the effective date of the proposed transferparticular assignment, along with all applicable documentation and other information necessary for Landlord to determine that the requirements mortgage, encumbrance or transfer of this Section 13 have been satisfiedLease or to the particular sublease or co-tenancy, including if applicableand the agreement herein not to assign or sublet shall remain in effect against Tenant and Tenant's assign(s). Any consent to assignment, the qualification of such proposed transferee as an affiliate transfer or sublease which may be given by Landlord shall not constitute a release of Tenant or a Related Entityany guarantor from the covenants herein contained, it being understood that Tenant and any guarantor of this Lease shall remain fully liable for the payment and performance hereof.

Assignment/Subletting. The identity and financial position of the Tenant is a material consideration of Landlord entering into this Lease. Except as otherwise provided hereinin this Section, Tenant shall not not, directly or indirectly, assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease sublet the Premises or any part thereof thereof, nor permit all or any part of the Premises to be used or occupied by another, without first obtaining the prior written consent of Landlord, Landlord (which consent shall not be unreasonably unreasonably, withheld, delayed or conditioned). Landlord agrees, or delayed. As part within thirty (30) days following receipt of Tenant’s request for, and as a condition to, Landlord’s consent notice from Tenant of its intent to such enter into an assignment or sublease, to either approve or disapprove of the transfer in question. Landlord’s failure to notify Tenant of its disapproval within such 30 day period together with specific reasons for its disapproval shall provide Landlord with financial statements for be deemed to be an approval of the proposed transferee and such other information as Landlord may reasonably requesttransfer in question. Tenant Any consent by Landlord, unless specifically stated therein, shall not relieve Tenant from its obligations under this Lease. The acceptance of Rent by Landlord from any other person shall neither be entitled deemed to receive monetary damages based upon be a claim that Landlord unreasonably withheld its waiver of any of the provisions of this Lease nor be deemed to be a consent to a proposed transfer the assignment of this Lease or subletting of the Premises. If Landlord shall consent to a third party any assignment or subletting, the assignee/subtenant shall assume all obligations of Tenant hereunder arising from and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with after the effective date of such assignment or sublease request(provided, however, if any subtenant is subleasing only a portion of the Premises, then said subtenant only assumes the obligations of Tenant with respect to the subleased portion of the Premises), and Tenant shall not thereafter be relieved of any liability hereunder in the performance of any of the terms, covenants and conditions hereof. In the event Tenant shall request the consent of Landlord to any assignment or subletting of this Lease, Tenant shall pay, as Additional Rent, an administrative fee equal to Five Hundred Dollars ($500.00). Tenant hereby acknowledges and agrees that the acceptance of such administrative fee by Landlord shall not constitute a consent by Landlord to the proposed assignment or sublease. Notwithstanding anything in this Lease herein to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without obtaining Landlord’s consent, to sublease or license a portion of assign this Lease, sublet the Premises or any part thereof or otherwise transfer its interest under this Lease to a Related Entity described in subsection the following persons or entities: (i) aboveany person or entity that controls, provided is controlled by, or under common control with Tenant; (ii) any person or entity that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten acquires or merges (10or otherwise consolidates) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or that Tenant is merged (or otherwise consolidated) into; and/or (iii) any person or entity to which a Related Entitysubstantial portion of Tenant’s assets are transferred.

Assignment/Subletting. Except as provided herein, (a) Tenant shall not: (i) assign this Lease without the prior consent of Landlord, which consent shall not assign be unreasonably withheld; (ii) mortgage or encumber Tenant’s interest in this Lease, in whole or in any manner transfer this Lease part; or any estate (iii) sublet, or interest hereunder and shall not sublease permit the subletting of, the Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Notwithstanding the provisions of this Section 13.1, conditionedthe use of the Premises by any Person “affiliated” (as such term is defined below) with the Tenant or under the “common control” (as such term is defined below) of Comfort, as the case may be, shall not be deemed an assignment of this Lease or delayeda sublet of the Premises. As part For purposes of this Section 13.1(a), a Person shall be deemed to be an “affiliate” of the Tenant or under the “common control” of Comfort if such Person is a member of a “parent-subsidiary controlled group” or a member of a “brother-sister controlled group” which either Comfort or Tenant’s request for, and as the case may be, is a condition tomember. (b) Notwithstanding the provisions otherwise set forth in this Article 13, Landlord’s consent to such assignment neither any reorganization, consolidation and/or restructuring of Tenant nor any sale or sublease, transfer of any stock of Tenant shall provide Landlord with financial statements for be deemed an assignment of this Lease or a sublet of the proposed transferee and such other information as Landlord may reasonably requestPremises. (c) In no event shall any assignment of this Lease or any subletting of the Premises release Tenant from any liability hereunder. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party pay for any and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual all reasonable out-of-pocket costs and expenses incurred by Landlord, including reasonable attorneys’ fees, in connection with such any proposed assignment or sublease request. Notwithstanding anything in this Lease to the contrarysubletting, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to a: (i) parent, subsidiary whether consummated or affiliate of Tenant; (ii) company with which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entitynot.

Assignment/Subletting. Except as provided herein, Tenant shall not assign or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease the Premises or any part thereof not, without the Landlord's prior written consent of Landlord, which consent shall not be unreasonably withheld: (a) Assign, conditionedhypothecate, mortgage, encumber, or delayedconvey this Lease or any interest under it; (b) Allow any transfer thereof or any lien upon Tenant's interest by operation of law; (c) Sublet the demised premises in whole or in part; or (d) Permit the use or occupancy of the premises by any party other than Tenant, it agents, employees, guests, invitees and licensees. As part The following special provisions relate to cancellation of Tenant’s request forthe Lease upon assignment or subletting: (1) If Tenant desires at any time to assign this Lease or to sublet the premises or any portion thereof, and as a condition to, Landlord’s consent it shall first notify Landlord in writing of its desire to do so not less than forty-five (45) days prior to the proposed effective date of such assignment or subleasesubletting, Tenant shall provide Landlord with financial statements for such notice to include (a) the name of the proposed transferee subtenant or assignee; (b) the nature of the proposed subtenant or assignee's business to be carried on in the premises; (c) the terms and provisions of the proposed sublease or assignment; (d) such other financial information as Landlord may reasonably requestrequest concerning the proposed subtenant or assignee; and (e) an executed copy of the instrument of assignment or sublease. At any time within ten (10) working days after Landlord's receipt of the notice and the above required information in a form and content satisfactory to Landlord, Landlord shall notify the Tenant that: (i) it consents to the sublease or assignment; or (ii) it refuses to consent to the sublease or assignment; or (iii) with respect to the proposed assignment or sublease of the entire premises that it cancels the Lease effective as of the beginning of the sublease term or assignment; or (iv) with respect to the proposed sublease of part of the premises that, effective as of the beginning of the sublease term, it amends the Lease to reduce the premises by the portion of the premises proposed to be sublet and further appropriately amends the Lease because of the reduction of the premises. (2) The use for which the premises may he sublet shall be only for lawful office use in keeping with the general character of the Building. (3) If Tenant shall sublet or assign the demised premises at a rental in excess of the Base Rent and any additional rent herein provided, any profit generated after reduction of Tenant's expenses related to such sublet, amortized over the remaining term of the Lease, shall be divided equally between Landlord and Tenant. Tenant expenses shall be limited to reasonable legal fees, commissions, Tenants improvements paid for by Tenant and moving allowance paid by Tenant to the Sublessee. Any assignment or subletting shall not release Tenant of liability under this Lease or permit any subsequent prohibited act, unless specifically provided in such consent. Tenant agrees to pay to Landlord, on demand, all reasonable costs incurred by Landlord in connection with any request by Tenant of Landlord in connection with any consent to any assignment or subletting by Tenant not to exceed $1,000.00. No assignment shall be entitled binding on Landlord unless such assignee or Tenant shall deliver to receive monetary damages based upon Landlord a claim that Landlord unreasonably withheld its counterpart of such assignment and an instrument which contains a covenant of assumption by the assignee satisfactory in substance and form to Landlord. (4) Tenant shall have the right to assign or transfer any interest in this Lease without Landlord's consent to a proposed transfer to a third party and Tenant’s sole remedy "Related Transferee," which term shall be an action to enforce mean any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need not be obtained if the assignment of the Lease is to afollowing: (i) parent, Tenant's parent or any subsidiary or affiliate of Tenant; (ii) company with which , or a successor to Tenant may merge by way of merger, consolidation, corporate reorganization, or consolidate; (iii) corporation that acquires the purchase of all or substantially all of Tenant's assets. Any transfer, sale, pledge or other disposition and/or power to vote the outstanding shares of corporate stock or assets of Tenant; or (iv) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as be deemed an affiliate of Tenant or a Related Entityassignment.

Assignment/Subletting. Except as provided herein, Tenant Lessee shall not assign this Lease, or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease sublet the Premises Premises, or any part thereof thereof, without the Lessor’s prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part Prior to any sublease or assignment (“Lease Transfer”), Lessee shall first notify Lessor in writing of Tenant’s request forits election to sublease all or a portion of the Premises or to assign this Lease or any interest thereunder. At any time within thirty (30) days after service of said notice, and as a condition to, Landlord’s Lessor shall notify Lessee that it consents or refuses to consent to the Lease Transfer. A failure by Lessor to respond within such assignment or sublease, Tenant thirty (30) day period shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably requestbe deemed to be a consent. Tenant Lessor shall not have the right to recapture any sublease or assignment space. Any denial of such Lease Transfer by Lessor as hereinabove provided must be entitled to receive monetary damages based predicated upon a claim that Landlord unreasonably withheld its consent to commercially reasonable basis for such denial. Any net profits paid in connection with a proposed transfer to a third party and TenantLease Transfer in excess of Lessee’s sole remedy Rent obligations hereunder (which net profits shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual calculated after deducting all reasonable costs incurred by Lessee in connection with the space subject to the Lease Transfer) shall be divided by Lessor and expenses Lessor on a fifty/fifty (50/50) basis (the “Lease Transfer Net Profits”). The costs incurred by Lessee in connection with such assignment or sublease request. Notwithstanding anything in this Lease to the contrarya Transfer shall include, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent of the Landlord need but not be obtained if limited to, legal fees, rental abatement, vacancy period, allowances, lessee improvements, leasing commissions and the assignment time to sublease or assign and remodel the Premises (the “Total Transfer Costs”). Lessor’s fifty percent (50%) share of the Lease is to aTransfer Net Profits shall be determined as follows: (i) parentthe dollar amount of the Total Transfer Costs shall be divided by the number of months remaining in either the initial Term or the applicable renewal period (after the month in which the Lease Transfer occurs), subsidiary or affiliate of Tenant; and such amount shall be the “Monthly Transfer Cost Amount”, (ii) company with the difference between the new monthly Rent (as a result of the Lease Transfer) and the monthly Rent (for the month prior to the month in which Tenant may merge or consolidate; the Lease Transfer occurs) shall be determined (the “Monthly Rent Increase Amount”), and (iii) corporation that the difference between the Monthly Rent Increase Amount and the Monthly Transfer Cost Amount shall be determined (the “Monthly Transfer Profit Amount”). Lessee shall pay to Lessor on a monthly basis fifty percent (50%) of the Monthly Transfer Profit Amount commencing on the first month after the Lease Transfer occurs. Notwithstanding the foregoing, no consent of Lessor is required for Lessee to assign or otherwise transfer (by operation of law or otherwise) this Lease or any of its rights hereunder to: (a) any person, corporation, partnership or other entity which acquires all or substantially all of the shares of stock business or assets of TenantLessee or stock in Lessee; (b) any person, corporation, partnership or other entity which controls, is controlled by or is under common control with Lessee; or (ivc) to any corporation which is affiliate (within the successor corporation meaning of such term as set forth in Rule 501 of Regulation D under the event Federal Securities Act of a corporate reorganization (a “Related Entity”); provided, however, that (i1933) of Lessee. No such Related Entity does not use the Premises for any assignment or other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Lease. Tenant shall give Landlord written notice at least ten (10) days prior to the effective date of the proposed transfer, along with all applicable documentation in whole or in part, of any Lessee’s rights or obligations under this Lease shall be or operate as a release of Lessee hereunder and other information necessary Lessee shall remain responsible for Landlord performing Lessee’s obligations hereunder should Lessee’s assignee or transferee fail to determine that the requirements of this Section 13 have been satisfiedperform any such obligations, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related Entityunless specifically provided otherwise by Lessor in writing.

Assignment/Subletting. Except as provided hereinTenant, Tenant voluntary or involuntarily, shall not assign this Lease, or in any manner transfer this Lease sublet, license, or any estate or interest hereunder and shall not sublease convey the Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as “Transfers”) and all or any of assignees, transferees, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant also shall not voluntarily or involuntarily mortgage or encumber the Premises or Tenant’s leasehold interest therein (an “Encumbrance”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and delayed so long as a condition to, Landlord’s consent to such assignment or sublease, Tenant shall provide Landlord with financial statements for the proposed transferee and such other information as Landlord may reasonably request. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant shall reimburse Landlord for its actual reasonable costs and expenses incurred Encumbrance is being made in connection with a bona fide institution as financing for Tenant’s business. Any Transfer or Encumbrance without such assignment or sublease requestconsent shall be null and void and of no effect whatsoever. Notwithstanding anything in the provisions of this Section 5.9, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the Landlord but without consent of the Landlord need not be obtained if the assignment and without any termination right of the Lease is Landlord being applicable thereto, (a) to a: (i) parent, subsidiary any corporation or affiliate of Tenant; (ii) company other entity into or with which Tenant may merge be merged or consolidate; (iii) consolidated or to any corporation that acquires or entity to which all or substantially all of the shares of stock or Tenant’s assets of Tenant; will be transferred, or (ivb) to any corporation which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the successor surviving corporation in or entity shall provide reasonable evidence that it, along with any guarantor or other party remaining liable under this Lease, has a creditworthiness at least equal to the event net worth of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use Tenant and the Premises for guarantor or any other use than liable party as of the use permitted by this Leasedate of such corporate transaction, and (ii) as of the date of this Lease and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a “Permitted Transfer”). Tenant shall notify Landlord prior to marketing the Premises or any part thereof for a Transfer. Tenant’s request for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. Except in the case of a Permitted Transfer pursuant to clause (a) or (b) above, Landlord shall have the option (but not the obligation) to terminate the Lease as to the affected portions of the Premises at no cost to Tenant, with respect to an assignment to a Related Entity described in subsections Transfer of at least 67% of the Rentable Area of the Premises which Tenant proposes effective upon the date of the proposed Transfer and continuing for the proposed term thereof by giving Tenant notice of such termination within thirty (ii30) and (iii)days after Landlord’s receipt of Tenant’s request. Tenant, such Related Entity has a tangible net worth equal to or greater than $10,000,000.00. Landlord agrees that Tenant however, shall have the right, without right to withdraw such request if Landlord gives Tenant notice of its right to recapture the Premises. Upon the effective date of Landlord’s consentrecapture, Tenant shall be released from all subsequently accruing obligations under this Lease with respect to sublease or license a the portion of the Premises to recaptured by Landlord. If Tenant does make a Related Entity described in subsection Transfer (iother than a Permitted Transfer under clause (a) or (b) above) hereunder, and if the aggregate rent and other charges payable to Tenant under and in connection with such Transfer (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs associated with such Transfer) exceed the sum if the Rent and other charges payable hereunder with respect to the space in question and all third party costs of the Transfer (such as brokerage, legal, and leasehold improvement costs), Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the amount of such excess. Such excess shall be paid on a monthly basis, and all non-recurring costs and payments incurred or collected by Tenant shall be amortized on a straight line basis over the term of the Transfer in calculating the amount of each monthly payment. If the amount of rent and other charges payable under a Transfer is not readily ascertainable, such amount may, at Landlord’s option, be deemed to equal the fair market rent then obtainable for the space in question. Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable legal fees (not to exceed $750 without the approval of Tenant, provided that such Related Entity does not use figure shall be reasonably adjusted for inflation and for unusually complex transactions) and other third-party expenses incurred in connection with any proposed Transfer or Encumbrance, including fees for review of documents and investigations of proposed Transferees. Notwithstanding any such Transfer, the Premises for any other use than the use permitted by original Tenant named herein shall remain directly and primarily obligated under this Lease. If Tenant enters into any Transfer including a Permitted Transfer with respect to the Premises (or any part thereof), such Transferee shall give be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or attributable to such Transferee, for the performance of Tenant’s agreements under this Lease (including payment of Rent under the Transfer), and every Transfer shall so provide, without relieving or modifying Tenant’s liability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord written notice at least to acknowledge such liability, and if such Transferee shall fail to do so within ten (10) days prior after demand, Tenant shall be in default hereunder. Landlord may collect Rent from the Transferee and apply the net amount collected to the effective date Rent and other charges hereunder, but no such assignment or collection shall be deemed a waiver of the proposed transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements provisions of this Section 13 have been satisfied5.9, including if applicableor the acceptance of the Transferee as a tenant, the qualification of such proposed transferee as an affiliate or a release of Tenant or from direct and primary liability for the further performance of Tenant’s covenants hereunder. The consent by Landlord to a Related Entityparticular Transfer shall not relieve Tenant from the requirement of obtaining the consent of Landlord to any further Transfer.

Assignment/Subletting. Except as provided herein, a. Tenant shall not assign this Lease, or in any manner transfer this Lease or any estate or interest hereunder and shall not sublease sublet the Premises Premises, or any part thereof thereof, without the Landlord’s prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. As part of Tenant’s request for, and as a condition to, Landlord’s consent Prior to such assignment any sublease or subleaseassignment, Tenant shall provide first notify Landlord with financial statements for in writing of its election to sublease all or a portion of the proposed transferee and Premises or to assign this Lease or any interest thereunder. At any time within FIFTEEN (15) days after service of said notice, Landlord shall notify Tenant that it consents or refuses to consent to the sublease or assignment. A failure by Landlord to respond within such other information as Landlord may reasonably requestFIFTEEN (15) day period shall be deemed to be a consent. Tenant shall not be entitled released from liability for the Tenant’s Lease obligations upon any assignment or subletting, unless ▇▇▇▇▇▇▇▇ expressly agrees to receive monetary damages based such release in writing at the time of such assignment or subletting. b. Landlord shall not have the right to recapture any sublease or assignment space. Any denial of such sublease or assignment by Landlord as hereinabove provided must be predicated upon a claim that Landlord unreasonably withheld its consent to a proposed transfer to a third party and Tenant’s sole remedy shall be an action to enforce any commercially reasonable basis for such provision through specific performance or declaratory judgmentdenial. Tenant and Landlord shall reimburse Landlord for its actual reasonable costs and expenses incurred equally share in any net profits paid in connection with such a sublease or assignment in excess of ▇▇▇▇▇▇’s Rent obligations hereunder. c. Notwithstanding the foregoing, no consent of Landlord is required for Tenant to assign or sublease request. Notwithstanding anything in otherwise transfer (by operation of law or otherwise) this Lease to the contrary, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, the consent or any of the Landlord need not be obtained if the assignment of the Lease is to aits rights hereunder to: (ia) parentany person, subsidiary corporation, partnership or affiliate of Tenant; (ii) company with other entity which Tenant may merge or consolidate; (iii) corporation that acquires all or substantially all of the shares of stock business or assets of Tenant or stock in Tenant; (b) any person, corporation, partnership or other entity which controls, is controlled by or is under common control with Tenant; (c) any successor corporation or other entity resulting from a merger, consolidation or reorganization (other than in bankruptcy context) of Tenant; or (ivd) to any corporation which is the successor corporation in the event of a corporate reorganization (a “Related Entity”); provided, however, that (i) such Related Entity does not use the Premises for any other use than the use permitted by this Lease, and (ii) with respect to an assignment to a Related Entity described in subsections (ii) and (iii), such Related Entity has a tangible net worth equal to licensees or greater than $10,000,000.00. Landlord agrees that Tenant shall have the right, without Landlord’s consent, to sublease or license a portion of the Premises to a Related Entity described in subsection (i) above, provided that such Related Entity does not use the Premises for any other use than the use permitted by this Leasefranchisees. Tenant shall give Landlord written notice at least ten of such assignment or sublease to a permitted transferee within thirty (1030) days prior of its completion. d. No such assignment or other transfer, in whole or in part, of any Tenant’s rights or obligations under this Lease shall be or operate as a release of Tenant hereunder and Tenant shall remain responsible for performing Tenant’s obligations hereunder should Tenant’s assignee or transferee fail to perform any such obligations, unless specifically provided otherwise by Landlord in writing. Any such assignee or sublessee shall (1) be permitted to use the Premises for any lawful use in compliance with applicable Laws, to the effective date of extent such use does not conflict with any prohibited uses or other tenant exclusives then in effect at the proposed transferProject, along with all applicable documentation and other information necessary for Landlord (2) be permitted to determine that the requirements of exercise Tenant’s renewal options under this Section 13 have been satisfied, including if applicable, the qualification of such proposed transferee as an affiliate of Tenant or a Related EntityLease.