Common use of Prohibition Clause in Contracts

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6. The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Article.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that Landlord (all of the Premises shall not be offered or advertised for assignment or subletting by Tenant or foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees whom any Transfer is made or sought to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of be made is hereinafter sometimes referred to as a request for consent“Transferee”). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment a Transfer of this Lease and subject to the provisions of this Article 6. The provisions of A Transfer under this paragraph (a) Article 6 shall apply to also include a sale or other transfer (by one or more transfers) of a controlling portion any of the following: the voting stock, partnership interests, membership or interest other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests or other evidences interests) which results in a change of equity interests greater than fifty percent (50%) of such ownership interest of Tenant (a “Change of Control”), as if such transfer were an assignment of this Lease; provided that . Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a public stock exchangenational securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a public stock national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Change of Control under this Article 6.

Prohibition. (a) Except as expressly permitted in this Article 6, Tenant covenants and agrees that that, whether voluntarily, involuntarily, by operation of law or otherwise, neither this Lease nor the term Lease Term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, occupied by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consentsubletting. Without limiting the foregoing, any agreement pursuant to which: (xy) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent or Additional Rent due under this Lease; and/or (yz) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, Premises shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6. The provisions of this paragraph (aSection 6.1(a) shall apply to a transfer (by one or more transfers) of a controlling portion majority of or interest in the stock or partnership or membership interests or other evidences of equity interests ownership of Tenant as if such transfer were an assignment of this Lease; provided that . If there is an initial public offering of the stock of the Tenant or if equity interests in Tenant at any time are is or become becomes a publicly traded on a public stock exchangecompany, the transfer of equity interests in less than a majority of the stock of Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this ArticleArticle 6. The merger or consolidation of Tenant into or with any other entity, or the sale of all or substantially all of its assets, shall be deemed to be an assignment within the meaning of this Article 6.

Prohibition. (a) Notwithstanding any other provision of this Lease, Tenant covenants and agrees that neither shall not, directly or indirectly, assign, mortgage, pledge or otherwise transfer, voluntarily or involuntarily, this Lease nor the term and estate hereby granted, nor or any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, term without limitation, shall include granting of concessions, licenses licenses, and the like) in or allow any other person or entity to occupy the whole or in partany part of the Premises, without, in each caseinstance, having first received the prior written express consent of Landlord. Tenant agrees that the Premises , which consent shall not be offered unreasonably withheld, conditioned or advertised delayed provided that (i) Tenant shall not assign or sublease any part of the Premises to any entity with which Landlord is then currently and actively negotiating, or to any entity which is a tenant of the Building if Landlord has space available (or becoming available) in the Building comparable to that which Tenant is offering for sublease or assignment; (ii) the proposed assignee or subtenant shall have a business reputation and use which is a Permitted Use; (iii) the proposed assignee or subtenant has the financial ability to fulfill all of its obligations under the proposed assignment or sublease; and (iv) the proposed assignee or subtenant agrees in writing, in form acceptable to Landlord in the exercise of reasonable business judgment, that its assignment or sublease shall be subject to all of the terms and conditions of this Lease including, without limitation, the obligation to pay all Rent and other amounts provided for under this Lease and the covenant against further assignment or other transfer or subletting. Any request for consent under this Section 7.1 shall set forth, in detail reasonably satisfactory to Landlord, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the rent or any other consideration to be paid in respect thereto and such request shall be treated as Tenant’s warranty, to the best of Tenant’s knowledge, in respect of the information submitted therewith. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than to a Permitted Transferee, as set forth below) by Tenant without Landlord's express consent shall be invalid, void and of no force or effect. This prohibition includes, except for the Permitted Transferees, any assignment, subletting, or other transfer which would occur by operation of law, transfer, or other change of Tenant'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 (unless such stock is publicly traded on a recognized security exchange or over-the-counter market). In any case where Landlord shall consent to any assignment or subletting, Tenant originally named herein shall remain fully liable for Tenant obligations hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease and such liability shall not be affected in any way by any future amendment, modification, or extension of this Lease or any person acting on behalf of further assignment, other transfer, or subleasing and Tenant without first giving prior written notice hereby irrevocably consents to any and all such transactions. Xxxxxx agrees to pay to Landlord, within fifteen (15) days of billing therefor, all reasonable legal and other out-of-pocket expenses incurred by Landlord in connection with any request to assign or sublet. Landlord agrees It shall be a condition of the validity of any permitted assignment or subletting that the assignee or sublessee agree directly with Landlord, in form satisfactory to either Landlord, to be bound by all Tenant obligations hereunder, including, without limitation, the obligation to pay all Rent and other amounts provided for under this Lease and the covenant against further assignment or other transfer or subletting. Without limiting Landlord's discretion to grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoingto any proposed assignment or subletting, any agreement pursuant to which: (x) if Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt requests Landlord's consent to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, Landlord shall have the option, exercisable by notice to Tenant given within thirty (30) days after Landlord's receipt of such request, to terminate this Lease as of the date specified in such notice which shall be not less than thirty (30) nor more than sixty (60) days after the date of such notice for all purposes hereof the entire Premises, in the case of an assignment or subletting of the whole, and for the portion of the Premises, in the case of a subletting of a portion. In the event of termination in respect of a portion of the Premises, the portion so eliminated shall be deemed delivered to Landlord on the date specified in good order and condition, reasonable wear and tear, damage by fire or other casualty or eminent domain taking excepted, in the manner provided in Section 8.1 at the end of the Lease Term and thereafter, to the extent necessary in Landlord’s reasonable judgment, Landlord, at Tenant’s sole cost and expense, may have access to and may make modification to the Premises to make such portion a self-contained rental unit with access to common areas, elevators and the like. Rent and Xxxxxx's Proportionate Share shall be an adjusted according to the extent of the Premises for which this Lease is terminated. Without limitation of the rights of Landlord hereunder in respect thereto, if there is any assignment of this Lease by Tenant for consideration or a subletting of the whole of the Premises by Xxxxxx at a rent which exceeds the rent payable hereunder by Xxxxxx, or if there is a subletting of a portion of the Premises by Xxxxxx at a rent in excess of the subleased portion's pro rata share of the Rent payable hereunder by Xxxxxx, then Tenant shall pay to Landlord, as additional rent, forthwith upon Xxxxxx's receipt of the consideration (or the cash equivalent thereof) therefor, in the case of an assignment, and subject in the case of a subletting, seventy-five percent (75%) of the amount of any such excess rent after deducting the costs incurred by Tenant in good faith applicable to the provisions of this Article 6such transfer, including but not limited to brokerage commissions, reasonable legal fees, rent concessions, alteration allowances and build-out costs. The provisions of this paragraph (a) shall not apply to transfers to Permitted Transfereees but shall otherwise apply to each and every assignment of this Lease and each and every subletting of all or a transfer (portion of the Premises, in each case on the terms and conditions set forth herein. For the purposes of this Section 7.1, the term "rent" shall mean all rent, additional rent or other payments and/or consideration payable by one party to another for the use and occupancy of all or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences Premises. Notwithstanding anything to the contrary herein contained, the requirement of equity interests of Tenant as if such transfer were Landlord’s prior consent and Xxxxxxxx’s recapture right shall not, however, be applicable to an assignment of this Lease; provided that if equity interests in Lease by Tenant at or to any time are or become traded on sublease to a public stock exchangePermitted Transferee, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Articleas hereinafter defined.

Prohibition. (a) Without Landlord’s prior written consent, which shall not be unreasonably withheld, subject to and on the conditions described in this Section 22, Tenant covenants and agrees that neither this Lease nor the term and estate hereby grantedshall not, nor any interest herein directly or thereinindirectly, will be assigned, mortgaged, pledged, encumbered voluntarily or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwiselaw, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all sublease the Premises or any portion of part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall for all purposes hereof be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 50% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed to be an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, Tenant shall have the right to (x) obtain financing from institutional or individual investors (including venture capital funding and subject corporate partners) which regularly invest in private biotechnology companies, (y) undergo a public offering, or (z) if Tenant is a public company, transfer shares of Tenant effected through any recognized exchange or through the “over the counter” market, any of which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 10 business days prior to the provisions closing of this Article 6the financing, and (ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant at the commencement of the Term. The provisions reasons for Landlord’s reasonable withholding of this paragraph consent shall include but not be limited to: (aA) shall apply the business or financial reputation of the proposed assignee or sublessee, or the business or financial reputation of any of the respective principals or officers thereof, is objectionable in Landlord’s judgment, (B) the proposed assignee or sublessee is engaged in areas of scientific research or other business concerns that are controversial such that in Landlord’s reasonable judgment they may (i) attract or cause negative publicity for or about the Building or the Project, (ii) negatively affect the reputation of the Building, the Project or Landlord, (iii) attract protestors to a transfer the Building or the Project, or (iv) lessen the attractiveness of the Building or the Project to any prospective purchasers or lenders, (C) the proposed use of the Premises by one the proposed assignee or more transferssublessee will violate any applicable Legal Requirement, (D) the proposed assignee or sublessee is at that time an occupant of a controlling portion the Project or negotiating with Landlord or an affiliate thereof for the lease of or interest other space in the stock or partnership or membership interests or other evidences Project, (E) if the proposed transaction is not a sublease, the proposed assignee does not have a net worth, as of equity interests the date of the Transfer, at least equal to the greater of (x) the net worth of Tenant as of the date of the Lease, and (y) the net worth of Tenant immediately prior to the Transfer Date, or otherwise lacks the creditworthiness to support the financial obligations it would incur under the proposed assignment in Landlord’s reasonable judgment, (F) if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on the proposed transaction is a public stock exchangesublease, the transfer proposed sublessee does not have a creditworthiness, as of equity interests the date of transfer, sufficient to support the financial obligations it would incur under the proposed sublease in Tenant Landlord’s judgment, (G) the proposed assignee or sublessee is a governmental agency, (H) in Landlord’s judgment the use of the Premises by the proposed assignee or sublessee would entail any alterations that would lessen the value of the leasehold improvements in the Premises, or would require increased services by Landlord, (I) Landlord has experienced previous defaults by or is in litigation with the proposed assignee or sublessee, (J) the proposed assignment or sublease will create a vacancy elsewhere in the Project, or (K) the assignment or sublease is prohibited by the Holder of a Mortgage on a public stock exchange shall not be deemed an assignment within the meaning of this ArticlePremises or Project.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving Tenant, without, in each case, the prior written notice consent of Landlord (all of the foregoing are hereinafter sometimes referred to Landlord. Landlord agrees collectively as “Transfers” and any person to either grant whom any Transfer is made or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of sought to be made is hereinafter sometimes referred to as a request for consent“Transferee”). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment a Transfer of this Lease and subject to the provisions of this Article 6. The provisions of A Transfer under this paragraph (a) Article 6 shall apply to also include a sale or other transfer (by one or more transfers) of a controlling portion any of the following: the voting stock, partnership interests, membership or interest other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests interests) which results in a change of control of Tenant or a sale or other evidences transfer (in one or more transfers) of equity interests fifty percent (50%) or more of Tenant the assets of Tenant, as if such transfer were an assignment of this Lease; provided that . Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a public stock exchangenational securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a public stock national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving Tenant, without, in each case, the prior written notice to Landlord. consent of Landlord agrees to either grant which consent shall not be unreasonably withheld, conditioned or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consentdelayed. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6. The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Article.

Prohibition. (a) Tenant covenants and agrees that neither Lessee shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer this Lease nor the term and estate hereby granted(collectively, nor any interest herein or therein"assignment"), will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, withoutwhether voluntarily or involuntarily or by operation of law, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not be offered nor sublet or advertised for assignment or subletting permit occupancy by Tenant or any person acting on behalf other than Lessee of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf Premises without first obtaining the prior written consent of Tenant the right Lessor, which shall not be unreasonably withheld. If Lessee seeks to assign or attempt to assign this Lease or sublet or attempt to sublet assign all or any portion of the Premises, Lessee shall deliver to Lessor at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) such information as to such assignee's or sublessee's financial responsibility and standing as Lessor may reasonably require; and (iii) a copy of the proposed sublease or assignment agreement and all agreements collateral thereto, which instrument shall include a provision whereby the assignee or sublessee assumes all of Lessee's obligations hereunder and agrees to be bound by the terms hereof. As additional rent hereunder, Lessee shall pay to Lessor a fee in the amount of five hundred dollars ($500) plus Lessee shall reimburse Lessor for actual legal and other expenses incurred by Lessor in connection with any request by Lessee for Lessor's consent to assignment or subletting. In the event the sublease (1) by itself or taken together with prior sublease(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases is greater than fifty percent (50%) of the period remaining in the term of this Lease as of the time of the Proposed Effective Date, then Lessor shall have the right, to be exercised by giving written notice to Lessee, to recapture the space described in the sublease. If such recapture notice is given, it shall serve to terminate this Lease with respect to the proposed sublease space, or, if the proposed sublease space covers all purposes hereof the Premises, it shall serve to terminate the entire term of this Lease, in either case as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Lessee to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Each permitted assignee or sublessee shall assume and be deemed to be an assignment of assume this Lease and subject shall be and remain liable jointly and severally with Lessee for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Lessee's part to be performed or complied with, for the provisions term of this Article 6Lease. The provisions No assignment or subletting shall affect the continuing primary liability of Lessee (which, following assignment, shall be joint and several with the assignee), and Lessee shall not be released from performing any of the terms, covenants and conditions of this paragraph Lease. For purposes hereof, in the event Lessee is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Lessee (a) shall apply whether pursuant to a transfer (by one or more transfers) which results in a change of a controlling portion of or interest more than fifty percent (50%) in the stock direct or partnership or membership interests or other evidences indirect ownership of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange Lessee shall not be deemed to be an assignment within the meaning of this ArticleParagraph 14 and shall be subject to all the provisions hereof. Any and all options, first rights of refusal, tenant improvement allowances and other similar rights granted to Lessee in this Lease, if any, shall not be assignable by Lessee unless expressly authorized in writing by Lessor.

Prohibition. Tenant shall not, without the prior written consent of Landlord (a) Tenant covenants and agrees that neither which consent shall not be unreasonably withheld, conditioned or delayed), assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer this Lease nor the term and estate hereby granted, nor or any interest herein herein, permit any assignment or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, other transfer of this Lease by operation of law law, sublet the Premises or otherwiseany part thereof, or permit the use of the Premises by any persons other than Tenant and Tenant’s Representatives (collectively, ‘Transfers” and any entity to whom any Transfer is made or sought to be made is sometimes referred to as a “Transferee”). No consent to any Transfer shall constitute a waiver of the provisions of this Section 14, and that neither the Premises nor any part thereof will all subsequent Transfers may be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, made only with the prior written consent of Landlord. Tenant agrees that the Premises , which consent shall not be offered unreasonably withheld, conditioned or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its delayed, but which consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6Section 14. The provisions Notwithstanding anything to the contrary contained in this Section 14, an assignment or sublease of this paragraph (a) shall apply to all or a transfer (by one or more transfers) of a controlling portion of the Premises to (1) an entity which is controlled by, controls, or interest in the is under common control with, Tenant, or (2) a successor entity to Tenant (whether by merger, consolidation or other non- bankruptcy reorganization of Tenant), or (3) which acquires all or substantially all of Tenant’s stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchangeassets (“Affiliate”), the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an a Transfer under this Section 14, and shall accordingly not require Landlord’s consent or payment of any amount to Landlord, provided that (a) Tenant promptly notifies Landlord of any such assignment or sublease at least twenty (20) days prior to such assignment or sublease (unless applicable securities or other laws prohibit prior notice, in which event Tenant shall so notify Landlord within three (3) business days after the meaning effective date of such transfer), (b) Tenant promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or the Affiliate, (c) the Affiliate agrees in writing to be bound by all of the terms and conditions of this ArticleLease, (d) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (e) such Affiliate shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (the “Net Worth”) at least equal to the Net Worth on the date of this Lease of the original Tenant. “Control,” as used in this Section 14.1, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interests in an entity. Notwithstanding anything to the contrary contained herein, in addition to the foregoing, Landlord’s consent shall not be required for Transfers involving (1) a public offering of stock by Tenant, or (2) the trading of shares listed on a recognized public stock exchange (including NASDAQ) , or (3) a private placement with a venture capital firm or other equity investor where such investor receives stock in Tenant, provided that a transfer of fifty percent (50%) or more of the stock of Tenant in the aggregate by any person(s) or entity(ties) having an interest in ownership or control of Tenant at the Lease Date shall require Landlord’s consent. Any right of Landlord to recapture the Premises pursuant to Section 14.5 below shall not apply to assignment, sublease or transfer to an Affiliate.

Prohibition. (a) Except as otherwise expressly provided in this Lease, Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving Landlord's prior written notice consent, which consent shall not be unreasonably withheld or delayed subject to Landlord. Landlord agrees 's rights pursuant to either grant or withhold its consent (Section 6.4 hereof and specify reasons for withholding its consent) within twenty (20) days all other applicable provisions of receipt of a request for consentthis Article 6. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6. The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Article.

Prohibition. (a) Notwithstanding any references to assignees, subtenants, concessionaires or other similar entities in this Lease, Tenant covenants and agrees that neither shall not (i) assign or otherwise transfer, or mortgage or otherwise encumber, this Lease nor or any of its rights hereunder, (ii) sublet the term leased premises or any part thereof. Or permit the use of the leased premises or any part thereof by anyone, or (iii) permit the assignment or other transfer of this Lease or any of Tenant's rights hereunder by operation of law. Any such attempted or purported transfer. assignment, mortgaging or encumbering of this Lease or any of Tenant's interest hereunder and estate hereby granted, nor any interest herein attempted or therein, will be assigned, mortgaged, pledged, encumbered purported subletting or otherwise transferredgrant of a right to use or occupy all or a portion of the leased premises in violation of the foregoing sentence, whether voluntarily, involuntarily, voluntary or involuntary or by operation of law or otherwise, shall be null and that neither the Premises nor void and shall not confer any part thereof will be encumbered in rights upon any manner by reason purported transferee, assignee, sublessee, mortgagee, or occupant, and shall, at Landlord's option, terminate this Lease without relieving Tenant of any act of its obligations hereunder for the balance the stated term. Nothing contained elsewhere in this Lease shall authorize Tenant to enter into any franchise concession, license. permit, subtenancy, departmental operation arrangements or omission the like, except pursuant provisions of this Article 14. In the event that Tenant, notwithstanding the foregoing prohibition, does assign or manner transfers this Lease or any estate or interest therein, Tenant shall in no way be released from any of its obligations under this Lease. The sale, issuance, or transfer of any voting capital stock, of Tenant or Tenant's Guarantor or any corporate entity which directly or indirectly controls Tenant (if Tenant or Tenant's Guarantor or such entity be a non-public corporation the stock of which is not traded on any exchange or over the part counter), which results; in a change in the voting control of Tenant, or used Tenant's Guarantor or occupied the corporate entity which directly or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, indirectly controls Tenant shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6. The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Article.Section. If the Tenant is a partnership or an unincorporated association, then the sale, issuance or transfer of a majority interest therein. the transfer of a majority interest in or a change in the voting control of any partnership or unincorporated association or corporation which directly or indirectly controls Tenant, or the transfer of any portion or all of any general partnership or managing interest in Tenant or in any such entity, or any change or conversion of Tenant or of any such entity to a limited liability entity, shall be deemed to be a prohibited assignment of this Lease within the meaning of this Article 14. The consent by Landlord to any assignment, transfer, or subletting to any party shall not be construed as a waiver or release of Tenant under the terms of any 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 of any covenant or obligation contained in this Lease. Violation(s) of the foregoing shall constitute a default under the provisions of Article 19. SEE ATTACHED RIDER FOR INSERTS

Prohibition. (a) Except as otherwise set forth herein, Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assignedassigned (collaterally, conditionally or otherwise), mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor the Property, nor any part thereof thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses licenses, use and occupancy agreements and the like) in whole or in part, without, without in each case, the prior written consent of Landlord. Tenant agrees that the Premises , which consent shall not be offered unreasonably withheld, conditioned or advertised for delayed. Tenant further agrees that notwithstanding any assignment or subletting sublet of any or all of Tenant’s interest in this Lease (irrespective of whether or not Landlord’s consent is required therefor), Tenant shall remain fully and primarily liable for the payment and performance of its obligations hereunder, and in the case of assignment such liability shall be joint and several with such assignee or assignees from time to time. Any consent by Tenant Landlord to a particular assignment, sublease or any person acting on behalf of Tenant without first giving prior written notice occupancy or other act, from time to time, for which Landlord. Landlord agrees to either grant or withhold its ’s consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement is required pursuant to which: (x) Tenant is relieved from the obligation to paythis ARTICLE 8, or a third party agrees to pay on Tenant’s behalf, all or and any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment provision of this Lease and subject to the provisions of this Article 6. The provisions of this paragraph (a) shall apply to a transfer (by one which permits an assignment, sublease or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests occupancy or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange act without Landlord’s consent shall not be deemed an assignment within in any way diminish the meaning prohibition stated in this Section 8.1 as to any such further assignment, sublease or occupancy or other act or the continuing liability of this Articlethe original named Tenant or of any assignee from time to time.

Prohibition. (a) Except as expressly permitted in this Article 6, Tenant ----------- covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consentsubletting. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent Rent, Escalation Charges or Additional Rent other charges due under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6. The Unless Tenant shall be a corporation whose stock is publicly traded on the New York or American Stock Exchange, or on the NASDAQ system or another nationally recognized securities exchange that is regulated by the Securities and Exchange Commission, the provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion twenty percent (20%) or more of or interest in the stock or partnership or membership interests or other evidences of equity interests ownership of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Article.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving Tenant, without, in each case, the prior written notice to consent of Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6. The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Article.

Prohibition. (a) Tenant covenants and agrees that neither shall not, directly or indirectly, without ----------- the prior written consent of Landlord (which consent shall not be unreasonably withheld, conditioned or delayed), assign this Lease nor the term and estate hereby granted, nor or any interest herein or thereinsublease the Premises or any part thereof, will or permit the use or occupancy of the Premises by any person or entity other than Tenant. Tenant shall not, directly or indirectly, without the prior written consent of Landlord, pledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be assigned, mortgaged, pledged, encumbered assignable as to the interest of Tenant involuntarily or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf For purposes of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoingthis Lease, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) following transfers on a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, cumulative basis shall for all purposes hereof be deemed to be constitute an assignment of this Lease and subject to that requires the provisions prior written consent of this Article 6. The provisions of this paragraph (a) shall apply to Landlord: if Tenant is a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchangecorporation, the transfer of more than forty-nine percent (49%) of the stock of the corporation; if Tenant is a partnership, the transfer of more than forty-nine percent (49%) of the capital or profits interest in the partnership; and if Tenant is a trust, the transfer of more than forty-nine (49%) of the beneficial interest under the trust. However, if Tenant is a corporation with equity interests in Tenant on securities registered under Section 12 of the Securities Exchange Act of 1934, then a public stock exchange transfer of such securities shall not be deemed an assignment within the meaning of this ArticleLease for which Landlord's consent is required. Any of the foregoing acts without such prior written consent of Landlord shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease. Tenant agrees that the instrument by which any assignment or sublease to which Landlord consents is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a sublease, only insofar as such covenants relate to the portion of the Premises subject to such sublease) as and when performance is due after the effective date of the assignment or sublease and that Landlord will have the right to enforce such covenants directly against such assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be void. Tenant shall in all cases remain liable for the performance by any assignee or subtenant of all such covenants.

Prohibition. (a1) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledgedpledged or encumbered, encumbered whether voluntarily, involuntarily, by operation of law or otherwise. In addition, Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a the Permitted Use, or be sublet (which termterm shall include, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that Landlord (all of the Premises shall not be offered or advertised for assignment or subletting by Tenant or foregoing actions described in this sentence are hereinafter sometimes referred to collectively as ”Transfers” and any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees whom any Transfer is made or sought to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of be made is hereinafter sometimes referred to as a request for consent“Transferee”). Without limiting the foregoing, any agreement pursuant to which: (xa) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Base Rent or Additional Rent under this Lease; and/or (yb) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment a Transfer of this Lease and subject to the provisions of this Article 6Section 17. The provisions of this paragraph (a) A Transfer under Section 17 shall apply to also include a sale or other transfer (by one or more transfers) of a controlling portion any of the following: the voting stock, partnership interests, membership or interest other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests interests) which results in a change of control of Tenant or a sale or other evidences transfer (in one or more transfers) of equity interests fifty percent (50%) or more of Tenant the assets of Tenant, as if such transfer were an assignment of this Lease; provided that . Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a public stock exchangenational securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a public stock national securities exchange shall not be deemed an assignment within the meaning of this ArticleSection.

Prohibition. (a) a. Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each caseinstance, having first received the prior express written consent of Landlord which, in the case of any subletting (except to another tenant in the Building or other buildings owned by Landlord or its beneficiaries), will not be unreasonably conditioned, delayed or withheld. In all other cases, Landlord’s consent may be withheld in its sole discretion. Tenant agrees that the Premises The foregoing restrictions shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice applicable to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject or a subletting of the Premises by Tenant to a subsidiary wholly-owned by Tenant, a controlling corporation (which owns all of the provisions outstanding stock of this Article 6. The provisions Tenant), any other corporation, the stock in which is wholly-owned by the stockholders of this paragraph Tenant, a successor to Tenant by merger or consolidation, or the purchase of all or substantially all of the capital stock or assets of Tenant, provided that the successor or purchaser, as the case may be, (a) shall apply continues to a transfer (by one or more transfers) of a controlling portion of or interest in operate the stock or partnership or membership interests or other evidences of equity interests business of Tenant from the Premises as if a going concern and (b) has a net worth after such transfer were an assignment transaction at least equal to Tenant’s net worth as of the date of this LeaseLease (each a “Tenant Affiliate”); provided that if equity interests in Tenant at any time are or become traded on a public stock exchangeshall prior to the effective date of such assignment provide to Landlord evidence reasonably satisfactory to Landlord that, as of the date of such assignment, the transfer assignee shall have a net worth equal to or greater than that of equity interests Tenant. It shall be a condition of the validity of any assignment, whether with the consent of Landlord or to a subsidiary or controlling corporation, that the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant on a public stock exchange hereunder including, without limitation, the covenant against further assignment and subletting. No assignment or subletting shall not be deemed an assignment within the meaning of this Articlerelieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor.

Prohibition. (a) Tenant covenants and agrees that neither Lessee shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer this Lease nor the term and estate hereby granted(collectively, nor any interest herein or therein"assignment"), will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, withoutwhether voluntarily or involuntarily or by operation of law, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not be offered nor sublet or advertised for assignment or subletting permit occupancy by Tenant or any person acting on behalf other than Lessee of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf Premises without first obtaining the prior written consent of Tenant the right Lessor, which shall not be unreasonably withheld. If Lessee seeks to assign or attempt to assign this Lease or sublet or attempt to sublet assign all or any portion of the Premises, Lessee shall deliver to Lessor at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) such information as to such assignee's or sublessee's financial responsibility and standing as Lessor may reasonably require; and (iii) a copy of the proposed sublease or assignment agreement and all agreements collateral thereto, which instrument shall include a provision whereby the assignee or sublessee assumes all of Lessee's obligations hereunder and agrees to be bound by the terms hereof. As additional rent hereunder, Lessee shall pay to Lessor a fee in the amount of five hundred dollars ($500) plus Lessee shall reimburse Lessor for actual legal and other expenses incurred by Lessor in connection with any request by Lessee for Lessor's consent to assignment or subletting. In the event the sublease (1) by itself or taken together with prior sublease(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or(2) is for a term which by itself or taken together with prior or other subleases is greater than fifty percent (50%) of the period remaining in the term of this Lease as of the time of the Proposed Effective Date, then Lessor shall have the right, to be exercised by giving written notice to Lessee, to recapture the space described in the sublease. If such recapture notice is given, it shall serve to terminate this Lease with respect to the proposed sublease space, or, if the proposed sublease space covers all purposes hereof the Premises, it shall serve to terminate the entire term of this Lease, in either case as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Lessee to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Each permitted assignee or sublessee shall assume and be deemed to be an assignment of assume this Lease and subject shall be and remain liable jointly and severally with Lessee for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Lessee's part to be performed or complied with, for the provisions term of this Article 6Lease. The provisions No assignment or subletting shall affect the continuing primary liability of Lessee (which, following assignment, shall be joint and several with the assignee), and Lessee shall not be released from performing any of the terms, covenants and conditions of this paragraph Lease. For purposes hereof, in the event Lessee is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Lessee (a) shall apply whether pursuant to a transfer (by one or more transfers) which results in a change of a controlling portion of or interest more than fifty percent (50%) in the stock direct or partnership or membership interests or other evidences indirect ownership of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange Lessee shall not be deemed to be an assignment within the meaning of this ArticleParagraph 14 and shall be subject to all the provisions hereof. Any and all options, first rights of refusal, tenant improvement allowances and other similar rights granted to Lessee in this Lease, if any, shall not be assignable by Lessee unless expressly authorized in writing by Lessor.

Prohibition. (a) Notwithstanding any other provision of this Lease, Tenant covenants and agrees that neither shall not, directly or indirectly, assign, mortgage, pledge or otherwise transfer, voluntarily or involuntarily, this Lease nor the term and estate hereby granted, nor or any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, term without limitation, shall include granting of concessions, licenses licenses, and the like) in or allow any other person or entity to occupy the whole or in partany part of the Premises, without, in each caseinstance, the prior written consent of Landlord. Tenant agrees that the Premises shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, having complied with all or any portion of the Basic Rent or Additional Rent under applicable terms and conditions of this Lease; and/or (y) a third party undertakes or is granted by or on behalf Article VIII. Any assignment, mortgage, pledge, transfer of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all subletting of the whole or any portion part of the PremisesPremises by Tenant without compliance by Tenant with all of the applicable terms and conditions of this Article VIII shall be invalid, void and of no force or effect. Except for so long as Tenant’s stock is publicly traded (including, without limitation, the initial and follow-on offerings of Tenant’s stock) on a nationally recognized stock exchange and except as expressly permitted pursuant to Section 8.7 hereof, this prohibition includes any direct or indirect change in “control” of Tenant as a result of any assignment, subletting, or other transfer which would occur by operation of law, merger, consolidation, reorganization, acquisition, transfer, or other change of Tenant’s corporate, ownership, and/or proprietary structure, including, without limitation, a change in the partners of any partnership, a change in the members and/or managers of any limited liability company, and/or the sale, pledge, or other transfer of any of the issued or outstanding capital stock of any corporate Tenant. For purposes hereof, “control” shall for all purposes hereof be deemed to be an assignment ownership of more than fifty percent (50%) of the stock or other voting interest of the controlled corporation or other business entity. Notwithstanding anything contained herein to the contrary, no change of control shall permit Landlord to exercise any right of recapture or profit-sharing under this Lease Article VIII (so long as such change of control is for a legitimate independent business purpose and not solely for the purpose of transferring this Lease), and, to the extent that any such change of control is subject to the provisions consent of Landlord under this Article 6. The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if VIII, then such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange consent shall not be deemed an assignment within the meaning of this Articleunreasonably withheld, delayed, or conditioned.

Prohibition. (a) Notwithstanding any other provision of this Lease, Tenant covenants and agrees that neither shall not, directly or indirectly, assign, or otherwise transfer, voluntarily or involuntarily, this Lease nor the term and estate hereby granted, nor or any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, term without limitation, shall include granting of concessions, licenses licenses, and the like) in or allow any other person or entity to occupy the whole or in partany part of the Premises, without, in each caseinstance, having first received the prior written express consent of Landlord. Tenant agrees that the Premises Landlord which consent shall not be offered unreasonably withheld, delayed or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlordconditioned. Landlord agrees shall respond to either grant or withhold its any request for consent under this Article 13 within ten (and specify reasons for withholding its consent10) within twenty (20) business days of receipt of a request for consentdelivery thereof. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an Any assignment of this Lease and subject or subletting of the whole or any part of the Premises by Tenant without Landlord's express consent to the provisions extent required hereunder shall be invalid, void and of no force or effect. This prohibition includes, without limitation, any assignment, subletting, or other transfer which would occur by operation of law, merger, consolidation, reorganization, acquisition, transfer, or other change of Tenant'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 (unless such stock is publicly traded on a recognized security exchange or over-the-counter market). Any request for consent under this Article 6Section 13.01 shall set forth, in detail reasonably satisfactory to Landlord, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the rent or any other consideration to be paid in respect thereto and such request shall be treated as Tenant's warranty in respect of the information submitted therewith. The provisions consent form to be used for any approved subletting hereunder is attached as Exhibit I. If any request for consent is made with respect to a proposed sublease or assignment, Landlord's withholding or conditional granting of this paragraph consent to any such assignment or subletting shall be deemed not unreasonable if the following conditions are not met: (a) no Event of Default shall apply have occurred and be continuing as of the date such consent is to a transfer (by one be given or more transfers) of a controlling portion of the date on which the assignment or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not subletting is to be deemed an assignment within the meaning of this Article.effective;

Prohibition. (a) Except as expressly provided in this Section 7.1, Tenant ------------ covenants and agrees that neither this Lease nor the term Term and estate hereby granted, nor any interest herein or therein, will be assignedassigned (collaterally, conditionally or otherwise), mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises Premises, nor any part thereof thereof, will be encumbered in any manner by reason of any act or omission negligence on the part of Tenant, or used or occupied occupied, or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a the Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses licenses, use and occupancy agreements and the like) in whole or in part, withoutor be offered or advertised for assignment or sublease by Tenant or any person acting on behalf of Tenant, without in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to whichagreement: (x) which purports to relieve Tenant is relieved from the obligation to pay, or pursuant to which a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) pursuant to which a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or to sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6ARTICLE 7. The provisions Any contrary provision of this paragraph (a) Lease notwithstanding, Tenant shall apply have the right to a transfer (assign this Lease, voluntarily or by one operation of law, or more transfers) of a controlling sublet all or any portion of the Premises to, or interest in permit the occupancy of all or any portion of the Premises by, (i) any business organization controlling, controlled by, or under common control with, Tenant, (ii) any business organization into or with which Tenant merges, or (iii) any business organization acquiring all or substantially all of Tenant's assets (any such assignment, sublet or occupancy being hereinafter called an "Affiliated Transfer"). For the purposes hereof, "control" shall mean having 51% of the voting rights or voting stock or partnership or membership interests or other evidences of equity interests of Tenant as if or such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Articleother entity.

Prohibition. (a) Except as otherwise provided in this Article VI, Tenant covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent Rent, Escalation Charges or Additional Rent other charges due under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6VI. The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion majority of or interest in the stock or partnership or membership interests or other evidences of equity interests ownership of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at , except any time are or become traded such transfer occurring on a recognized public stock exchange, or any such transfer complying with the transfer provisions of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Articleparagraph (b) below.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6. The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Article.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term Term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a the Permitted UseUses, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving Tenant, without, in each case, the prior written notice to consent of Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6. The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Article.

Prohibition. (a) Tenant covenants and agrees that neither Except as otherwise specifically provided in this Lease nor to the term and estate hereby grantedcontrary, nor Tenant shall not, directly or indirectly, assign, mortgage, pledge or otherwise transfer, voluntarily or involuntarily, this Lease or any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, term without limitation, shall include granting of concessions, licenses licenses, and the like) in or allow any other person or entity to occupy the whole or in partany part of the Premises, without, in each caseinstance, having first received the prior written express consent of LandlordLandlord as provided in this Article VII. Tenant agrees that the Premises shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoingExcept as provided in Section 7.7, any agreement pursuant to which: (x) Tenant is relieved from the obligation to payassignment, or a third party agrees to pay on Tenant’s behalfmortgage, all or any portion pledge, transfer of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all subletting of the whole or any portion part of the PremisesPremises by Tenant without Landlord’s express consent shall be invalid, shall for all purposes hereof be deemed to be an assignment void and of this Lease and subject no force or effect. This prohibition includes, without limitation, any assignment, subletting, or other transfer which would occur by operation of law, merger, consolidation, reorganization, acquisition, transfer, or other change of Tenant’s corporate, ownership, and/or proprietary structure, including, without limitation, a change in the partners of any partnership, a change in the members and/or managers of any limited liability company, and/or the sale, pledge, or other transfer of any of the issued or outstanding capital stock of any corporate Tenant. Subject to the provisions of this Article 6. The provisions of this paragraph (a) shall apply to Section 7.7, below, if Tenant is a corporation, the transfer (by one or more transfers) of a controlling portion majority of the stock of Tenant shall be deemed a voluntary assignment of this Lease provided that such transfer results in a change in control of Tenant. For purposes of this Section 7.7 the term “transfers” shall be deemed to include the issuance of new stock which results in a majority of the stock of Tenant being held by a person or entity that does not hold a majority of the stock of Tenant on the date hereof. If Tenant is a partnership, the transfer (by one or more transfers) of a majority interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an shall be deemed a voluntary assignment of this Lease. If Tenant is a limited liability company, trust, or any other legal entity, the transfer (by one or more transfers) of a majority of the beneficial ownership interests in, or the right(s) to manage and/or direct the operations of, such entity, however characterized, shall be deemed a voluntary assignment of this Lease. In any case where Landlord shall consent to any assignment or subletting or if an assignment or sublet is permitted without Landlord’s consent hereunder, Tenant originally named herein shall remain fully liable for all obligations of Tenant hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease and such liability shall not be affected in any way by any future amendment, modification, or extension of this Lease or any further assignment, other transfer, or subleasing and Tenant hereby irrevocably consents to any and all such transactions and no amendment of this Lease or waiver of, or consent to or departure from, any of the terms and conditions of this Lease shall constitute a novation or otherwise release any predecessor tenants; provided provided, however, that if equity interests such an assignment shall require Landlord’s consent hereunder, Tenant shall not be bound to the extent of any amendment to this Lease solely increasing the obligations of the assignor Tenant hereunder (other than an amendment evidencing rights expressly granted to Tenant hereunder, such as pursuant to a right of extension or first offer) occurring after such consent to assignment. It shall be a condition of the validity of any permitted assignment or subletting that the assignee or sublessee agree directly with Landlord, in form reasonably satisfactory to Landlord, to be bound by all obligations of Tenant hereunder jointly and severally with Tenant originally named herein, accruing from and after the date of the assignment or sublet, as applicable, including, without limitation, the obligation to pay all Rent and other amounts provided for under this Lease and the covenant against further assignment or other transfer or subletting, but for such subletting only with respect to the portion of the Premises so subleased. If the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may at any time are and from time to time while a Default of Tenant is continuing, collect Rent and other charges from the assignee, subtenant or become traded on a public stock exchangeoccupant, and apply the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within net amount collected to the meaning of this ArticleRent herein reserved.

Prohibition. (a) a. Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each caseinstance, having first received the prior express written consent of LandlordLandlord which, in the case of any subletting (except to another tenant in the Building or other buildings owned by Landlord or its beneficiaries), will not be unreasonably withheld. Tenant agrees that the Premises The foregoing restrictions shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice applicable to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to or a subletting of the provisions of this Article 6. The provisions of this paragraph (a) shall apply Premises by Tenant to a transfer (subsidiary wholly-owned by one or more transfers) of Tenant, a controlling portion corporation (which owns all of the outstanding stock of Tenant, or interest in any other corporation, the stock in which is wholly-owned by the stockholders of Tenant. It shall be a condition of the validity of any assignment, whether with the consent of Landlord or partnership to a subsidiary or membership interests or other evidences of equity interests controlling corporation, that the assigned agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchangehereunder including, without limitation, the transfer of equity interests in covenant against further assignment and subletting. No assignment or subletting shall relieve Tenant on a public stock exchange from its obligations hereunder and Tenant shall not be deemed an assignment within the meaning of this Articleremain fully and primarily liable therefor.

Prohibition. (a) Tenant covenants and agrees that neither Except as otherwise specifically provided in this Lease nor to the term and estate hereby grantedcontrary, nor Tenant shall not, directly or indirectly, assign, mortgage, pledge or otherwise transfer, voluntarily or involuntarily, this Lease or any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, term without limitation, shall include granting of concessions, licenses licenses, and the like) in or allow any other person or entity to occupy the whole or in partany part of the Premises, without, in each caseinstance, having first received the prior written express consent of LandlordLandlord as provided in this Article VII. Tenant agrees that the Premises shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoingExcept as provided in Section 7.7, any agreement pursuant to which: (x) Tenant is relieved from the obligation to payassignment, or a third party agrees to pay on Tenant’s behalfmortgage, all or any portion pledge, transfer of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all subletting of the whole or any portion part of the PremisesPremises by Tenant without Landlord’s express consent shall be invalid, shall for all purposes hereof be deemed to be an assignment void and of this Lease and subject no force or effect. This prohibition includes, without limitation, any assignment, subletting, or other transfer which would occur by operation of law, merger, consolidation, reorganization, acquisition, transfer, or other change of Tenant’s corporate, ownership, and/or proprietary structure, including, without limitation, a change in the partners of any partnership, a change in the members and/or managers of any limited liability company, and/or the sale, pledge, or other transfer of any of the issued or outstanding capital stock of any corporate Tenant. Subject to the provisions of this Article 6. The provisions of this paragraph (a) shall apply to Section 7.7, below, if Tenant is a corporation, the transfer (by one or more transfers) of a controlling portion majority of the stock of Tenant shall be deemed a voluntary assignment of this Lease provided that such transfer results in a change in control of Tenant. For purposes of this Section 7.7 the term “transfers” shall be deemed to include the issuance of new stock which results in a majority of the stock of Tenant being held by a person or entity that does not hold a majority of the stock of Tenant on the date hereof. If Tenant is a partnership, the transfer (by one or more transfers) of a majority interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an shall be deemed a voluntary assignment of this Lease. If Tenant is a limited liability company, trust, or any other legal entity, the transfer (by one or more transfers) of a majority of the beneficial ownership interests in, or the right(s) to manage and/or direct the operations of, such entity, however characterized, shall be deemed a voluntary assignment of this Lease. In any case where Landlord shall consent to any assignment or subletting or if an assignment or sublet is permitted without Landlord’s consent hereunder, Tenant originally named herein shall remain fully liable for all obligations of Tenant hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease and such liability shall not be affected in any way by any future amendment, modification, or extension of this Lease or any further assignment, other transfer, or subleasing and Tenant hereby irrevocably consents to any and all such transactions and no amendment of this Lease or waiver of, or consent to or departure from, any of the terms and conditions of this Lease shall constitute a novation or otherwise release any predecessor tenants; provided provided, however, that if equity interests such an assignment shall require Landlord’s consent hereunder, Tenant shall not be bound to the extent of any amendment to this Lease solely increasing the obligations of the assignor Tenant hereunder (other than an amendment evidencing rights expressly granted to Tenant hereunder, such as pursuant to a right of extension) occurring after such consent to assignment. It shall be a condition of the validity of any permitted assignment or subletting that the assignee or sublessee agree directly with Landlord, in form reasonably satisfactory to Landlord, to be bound by all obligations of Tenant hereunder jointly and severally with Tenant originally named herein, accruing from and after the date of the assignment or sublet, as applicable, including, without limitation, the obligation to pay all Rent and other amounts provided for under this Lease and the covenant against further assignment or other transfer or subletting, but for such subletting only with respect to the portion of the Premises so subleased. If the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may at any time are and from time to time while a Default of Tenant is continuing, collect Rent and other charges from the assignee, subtenant or become traded on a public stock exchangeoccupant, and apply the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within net amount collected to the meaning of this ArticleRent herein reserved.

Prohibition. (a) Tenant covenants and agrees that whether voluntarily, ----------- involuntarily, by operation of law or otherwise neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant subletting, without first giving in each and every instance obtaining the prior written notice to Landlord. consent of Landlord agrees to either (which consent Landlord may grant or withhold in its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consentsole discretion). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent Rent, Escalation Charges or Additional Rent other charges due under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6VI. The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion majority of or interest in the stock or partnership or membership interests or other evidences of equity interests ownership of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Article.

Prohibition. (a) Tenant covenants and agrees acknowledges that neither this Lease nor and the term Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and estate hereby grantedcreditworthiness and upon the continued operation of the Premises by Tenant for the particular use set forth in SECTION 3 above; therefore, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferredTenant shall not, whether voluntarily, involuntarily, or by operation of law law, or otherwise, and that neither : (a) assign or otherwise transfer this Lease in whole or in part: (b) sublet the Premises nor or any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenantthereof, or used or occupied or permitted allow the same to be used or occupied, occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or for any use otherwise hypothecate this Lease or purpose other than a Permitted Usethe Premises, or be sublet (which termany part thereof, in any manner whatsoever, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, instance obtaining the prior written consent of Landlord, which consent may be given or withheld in Landlord's reasonable discretion, other than the assignment by Tenant to a Permitted Transferee, as described in SECTION 7.3 below. Tenant agrees that By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord's opinion (i) the purposes for which the proposed transferee intends to use the Premises shall are not be offered in keeping with the standards of Landlord for the Building and may have a material adverse affect on the existing structural or advertised for assignment physical condition of the Premises; (ii) the proposed assignee or subletting by Tenant subtenant has an Unacceptable Business Reputation (as hereinafter defined); (iii) the financial worth of the proposed assignee or any person acting on behalf of Tenant without first giving prior written notice subtenant is insufficient to Landlord. meet the obligations hereunder, or (iv) the prospective assignee or subtenant is (A) a current tenant at the park in which the Building is located or (B) a bona-fide third-party prospective tenant who Landlord agrees has received a proposal from or submitted a proposal to either grant or withhold its consent within ninety (and specify reasons for withholding its consent) within twenty (2090) days prior to the date of receipt Tenant's request to assign or sublet. For purposes of a request for consent. Without limiting this Lease, Unacceptable Business Reputation shall mean any of the foregoing, any agreement pursuant to whichfollowing: (x) Tenant is relieved from the obligation to payconduct of a business that violates accepted social mores or otherwise suggests moral turpitude, whether because of the name or inherent nature of the underlying business, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes business whose equity owners, officers or is granted by principal employees have committed serious criminal or on behalf of Tenant the right unlawful acts, or have been subject to assign media publicity regarding criminal investigations, workplace violations or attempt other unlawful acts or behavior that could be reasonably expected to assign this Lease or sublet or attempt draw negative attention to sublet all or any portion of the Premises, or (z) Landlord has had prior business dealings with the proposed assignee or sublessee, during which such proposed assignee or sublessee acted in a disreputable manner. Any purported assignment, mortgage, transfer, pledge or sublease made without the prior written consent of Landlord (other than to a Permitted Transferee) shall for all purposes hereof be deemed to be an absolutely null and void. No assignment of this Lease shall be effective and subject valid unless and until the assignee executes and delivers to the provisions Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of this Article 6all obligations of Tenant hereunder. The provisions of this paragraph (a) shall apply Any consent by Landlord to a transfer (particular assignment, sublease or mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be required in all such instances. Any consent by one Landlord to any assignment or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange sublease shall not be deemed to release Tenant from its obligations hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. Subject to SECTION 7.3 below, any change in control of Tenant resulting from a merger, consolidation, stock transfer or asset sale shall be considered an assignment within the meaning of this Articleor transfer that requires Landlord's prior written consent.

Prohibition. (a) Notwithstanding any other provision of this Lease, Tenant covenants and agrees that neither shall not, directly or indirectly, assign, mortgage, pledge or otherwise transfer, voluntarily or involuntarily, this Lease nor the term and estate hereby granted, nor or any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, term without limitation, shall include granting of concessions, licenses licenses, and the like) in or allow any other person or entity to occupy the whole or in partany part of the Premises, without, in each caseinstance, having first received the prior written express consent of Landlord, which consent shall not be unreasonably withheld. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to a subsidiary or a controlling corporation as set forth below) by Tenant without Landlord’s express consent shall be invalid, void and of no force or effect. This prohibition includes, without limitation, any assignment, subletting, or other transfer which would occur by operation of law, merger, consolidation, reorganization, acquisition, transfer, or other change of Tenant’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 (unless such stock is publicly traded on a recognized security exchange or over-the-counter market). Any request for consent under this Section 7.1 shall set forth, in detail reasonably satisfactory to Landlord, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the rent or any other consideration to be paid in respect thereto and such request shall be treated as Tenant’s warranty in respect of the information submitted therewith. In any case where Landlord shall consent to any assignment or subletting, Tenant originally named herein shall remain fully liable for Tenant obligations hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease and such liability shall not be affected in any way by any future amendment, modification, or extension of this Lease or any further assignment, other transfer, or subleasing and Tenant hereby irrevocably consents to any and all such transactions. Notwithstanding anything set forth in the previous sentence, in no event shall any amendment, modification, or extension of the terms of this Lease agreed to by the Landlord and any assignee or sublessee increasing the obligations of Tenant imposed under the terms of this Lease be binding on Tenant. Tenant agrees that to pay to Landlord, within fifteen (15) days of billing therefor, all reasonable legal and other out-of-pocket expenses incurred by Landlord in connection with any request to assign or sublet. It shall be a condition of the Premises shall not be offered or advertised for validity of any permitted assignment or subletting by Tenant that the assignee or any person acting on behalf of Tenant without first giving prior written notice sublessee agree directly with Landlord, in form satisfactory to Landlord, to be bound by all Tenant obligations hereunder, including, without limitation, the obligation to pay all Rent and other amounts provided for under this Lease and the covenant against further assignment or other transfer or subletting. Landlord agrees Without limiting Landlord’s discretion to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoingto any proposed assignment or subletting, any agreement pursuant to which: (x) if Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenantrequests Landlord’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt consent to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, Landlord shall have the option, exercisable by notice to Tenant given within thirty (30) days after Landlord’s receipt of such request, to terminate this Lease as of the date specified in such notice which shall be not less than thirty (30) nor more than sixty (60) days after the date of such notice for all purposes hereof the entire Premises, in the case of an assignment or subletting of the whole, and for the portion of the Premises, in the case of a subletting of a portion. In the event of termination in respect of a portion of the Premises, the portion so eliminated shall be deemed delivered to Landlord on the date specified in good order and condition in the manner provided in Section 8.1 at the end of the Lease Term and thereafter, to the extent necessary in Landlord’s judgment, Landlord, at Landlord’s sole cost and expense, may have access to and may make modification to the Premises so as to make such portion a self-contained rental unit with access to common areas, elevators and the like. Rent and Tenant’s Proportionate Share shall be an adjusted according to the extent of the Premises for which this Lease is terminated. Without limitation of the rights of Landlord hereunder in respect thereto, if there is any assignment of this Lease by Tenant for consideration or a subletting of the whole of the Premises by Tenant at a rent which exceeds the rent payable hereunder by Tenant, or if there is a subletting of a portion of the Premises by Tenant at a rent in excess of the subleased portion’s pro rata share of the Rent payable hereunder by Tenant, then Tenant shall pay to Landlord, as additional rent, forthwith upon Tenant’s receipt of the consideration (or the cash equivalent thereof) therefor, in the case of an assignment, and subject to in the provisions case of this Article 6a subletting, fifty percent (50%) of the amount of any such excess rent. The provisions of this paragraph (a) shall apply to each and every assignment of this Lease and each and every subletting of all or a transfer (portion of the Premises, whether to a subsidiary or controlling corporation of Tenant or any other person, firm or entity, in each case on the terms and conditions set forth herein. For the purposes of this Section 7.1, the term “rent” shall mean all rent, additional rent or other payments and/or consideration payable by one party to another for the use and occupancy of all or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences Premises. The requirement of equity interests of Tenant as if such transfer were Landlord’s prior consent and Landlord’s recapture right shall not, however, be applicable to an assignment of this Lease; provided Lease by Tenant to a subsidiary (for such period of time as at least 50% of the stock of such subsidiary continues to be owned by Tenant, it being agreed that if equity interests the subsequent sale or transfer of the stock of such subsidiary (either individually or in the aggregate) resulting in Tenant at owning less than 50% of the stock of such subsidiary shall be treated as if such sale or transfer were, for all purposes, an assignment of this Lease governed by the provisions of this Section 7.1) or controlling corporation, provided (and it shall be a condition of the validity of any time are such assignment) that such subsidiary or become traded on a public stock exchangecontrolling corporation agree directly with Landlord to be bound by all of the obligations of Tenant hereunder, including, without limitation, the transfer obligation to pay the rent and other amounts provided for under this Lease, the covenant to use the Premises only for the purposes specifically permitted under this Lease and the covenant against further assignment; but such assignment shall not relieve Tenant herein named of equity interests in any of its obligations hereunder, and Tenant on a public stock exchange shall remain fully liable therefor. Further, Landlord’s consent shall not be deemed required for an assignment within the meaning of this ArticleLease in connection with a transfer of substantially all operations of Tenant to another entity by way of merger, consolidation or sale of substantially all of the stock therein or assets thereof, provided that at the time of such assignment such entity has a net worth at least equal to that of Tenant or any guarantor on the date hereof or on the date of such assignment, whichever is greater.

Prohibition. (a) a. Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each caseinstance, having first received the prior express written consent of Landlord which, in the case of any subletting (except to another tenant in the Building or other buildings owned by Landlord or its beneficiaries), will not be unreasonably withheld, conditioned or delayed. In all other cases, Landlord's consent may be withheld in its sole discretion. Tenant agrees that the Premises The foregoing restrictions shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice applicable to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consenti) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject or a subletting of the Premises by Tenant to the provisions of this Article 6. The provisions of this paragraph an entity controlling, controlled by or under common control with Tenant or (aii) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; Lease to an entity that succeeds to Tenant's interest in this Lease by reason of merger, acquisition, consolidation or reorganization (collectively such entities are referred to herein as, "Affiliates"), or an assignment of this Lease to an entity acquiring all or substantially all of Tenant's assets, provided that if equity interests Tenant shall prior to the effective date of such assignment or subletting to an entity described in Tenant at any time are the foregoing clause (ii) provide to Landlord evidence reasonably satisfactory to Landlord that, as of the date of such assignment or become traded on a public stock exchangesubletting, the transfer assignee shall have a net worth equal to or greater than that of equity interests Tenant. It shall be a condition of the validity of any assignment, whether with the consent of Landlord or to an Affiliate, that the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant on a public stock exchange hereunder including, without limitation, the covenant against further assignment and subletting. No assignment or subletting shall not be deemed an assignment within the meaning of this Articlerelieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor.

Prohibition. (a) Except as otherwise provided in this Article VI, Tenant covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent Rent, Escalation Charges or Additional Rent other charges due under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6VI. The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion majority of or interest in the stock or partnership or membership interests or other evidences of equity interests ownership of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at , except any time are or become traded such transfer occurring on a recognized public stock exchange, or any such transfer complying with the transfer provisions of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Articleparagraph (b) below.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which termshall not, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises , which consent shall not be offered unreasonably withheld, conditioned or advertised for assignment delayed, assign, mortgage, hypothecate, encumber, grant any license or subletting by Tenant concession, pledge or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign otherwise transfer this Lease or sublet any interest herein, permit any assignment or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment other transfer of this Lease by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and Tenant’s Representatives (collectively, “Transfers” and any entity to whom any Transfer is made or sought to be made is sometimes referred to as a “Transferee”). No consent to any Transfer shall constitute a waiver of the provisions of this Section 14, and all subsequent Transfers may be made only with the prior written consent of Landlord, which consent shall not be unreasonably withheld, but which consent shall be subject to the provisions of this Article 6Section 14. The provisions Notwithstanding anything to the contrary contained in this Section 14, an assignment or sublease of this paragraph (a) shall apply to all or a transfer (by one or more transfers) of a controlling portion of the Premises to (1) an entity which is controlled by, controls, or interest in the stock is under common control with, Tenant, or partnership or membership interests (2) a successor entity (whether by merger, consolidation or other evidences non-bankruptcy reorganization of equity interests Tenant) which acquires all or substantially all of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchangeTenant’s assets (“Affiliate”), the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an a Transfer under this Section 14, and shall accordingly not require Landlord’s consent or payment of any amount to Landlord, provided that (a) Tenant promptly notifies Landlord of any such assignment within or sublease at least twenty (20) days prior to such assignment or sublease, (b) Tenant promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or the meaning Affiliate, (c) the Affiliate agrees in writing to be bound by all of the terms and conditions of this ArticleLease, (d) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (e) such Affiliate shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (the “Net Worth”) at least equal to the Net Worth on the date of this Lease of the original Tenant. “Control,” as used in this Section 14.1, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interests in an entity.

Prohibition. (a) Except as expressly provided in this SECTION 6.1, Tenant covenants and agrees that neither this Lease nor the term Term and estate hereby granted, nor any interest herein or therein, will be assignedassigned (collaterally, conditionally or otherwise), mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving Tenant, without, in each case, the prior written notice to consent of Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to whichagreement: (x) which purports to relieve Tenant is relieved from the obligation to pay, or pursuant to which a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) pursuant to which a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article ARTICLE 6. The provisions of this paragraph PARAGRAPH (a) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Article.

Prohibition. (a) Notwithstanding any other provision of this Lease, Tenant covenants and agrees that neither shall not, directly or indirectly, assign, mortgage, pledge or otherwise transfer, voluntarily or involuntarily, this Lease nor the term and estate hereby granted, nor or any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, term without limitation, shall include granting of concessions, licenses licenses, and the like) in or allow any other person or entity to occupy the whole or in partany part of the Premises, without, in each caseinstance, having first received the prior written express consent of Landlord, which consent may be withheld in Landlord's sole discretion. Tenant agrees that the Premises shall not be offered or advertised for Any assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all subletting of the whole or any portion part of the PremisesPremises (other than as permitted to a subsidiary or a controlling corporation as set forth below) by Tenant without Landlord's express consent shall be invalid, void and of no force or effect. This prohibition includes, without limitation, any assignment, subletting, or other transfer which would occur by operation of law, merger, consolidation, reorganization, acquisition, transfer, or other change of Tenant'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 (unless such stock is publicly traded on a recognized security exchange or over-the-counter market). The requirement of Landlord's prior consent shall for all purposes hereof not, however, be deemed applicable to be an assignment of this Lease by Tenant to an entity controlling, controlled by, or under common control with, Tenant provided (and subject it shall be a condition of the validity of any such assignment) that such subsidiary or controlling corporation agree directly with Landlord to be bound by all of the provisions of this Article 6. The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests obligations of Tenant hereunder, including, without limitation, the obligation to pay the Rent and other amounts provided for under this Lease, the covenant to use the Premises only for the purposes specifically permitted under this Lease and the covenant against further assignment (except as if otherwise permitted hereby); but such transfer were assignment shall not relieve Tenant herein named of any of its obligations hereunder, and Tenant shall remain fully liable therefor. Further, Landlord's consent shall not be required for an assignment of this Lease; provided that if equity interests Lease in connection with a transfer of substantially all operations of Tenant to another entity by way of merger, consolidation or sale of substantially all of the stock therein or assets thereof. The initial offering of stock in Tenant at any time are (or become traded in Tenant's parent) to the public or the subsequent sale of such stock on a public stock exchange, the transfer of equity interests in Tenant on a public nationally recognized stock exchange shall not be deemed an assignment within the meaning of or transfer under this ArticleArticle VII.

Prohibition. (a) Neither Tenant covenants and agrees that neither nor its successors or assigns shall transfer, assign, mortgage or encumber this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarilyLease, by operation of law or otherwise, and that neither or sublet or permit the Premises nor Leased Premises, or any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenantthereof, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which termothers, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises Landlord which shall not be offered unreasonably withheld, conditioned or advertised for assignment or subletting by delayed, subject to the terms hereof. If Tenant is a corporation, any transfer of any of Tenant's issued and outstanding capital stock or any person acting on behalf issuance of additional capital stock, as a result of which the majority of the issued and outstanding capital stock of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of is held by a request for consent. Without limiting the foregoingcorporation, any agreement pursuant to which: (x) Tenant is relieved from the obligation to payfirm, or person or persons who do not hold a third party agrees to pay on Tenant’s behalf, all or any portion majority of the Basic Rent or Additional Rent issued and outstanding capital stock of Tenant on the date hereof, shall be deemed an assignment under this LeaseSection 14; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premisesexcept, Landlord's consent shall for all purposes hereof not be deemed to be required in connection with an assignment of this Lease or sublet of all or a portion of the Leased Premises to any subsidiary, affiliate or controlled corporation, or to any corporation into which Tenant may be converted or to with which it may merge, or to a purchaser of substantially all of Tenant's assets, or to any subsidiary or affiliated or parent company of Tenant, so long as such successor uses the premises only for uses permitted under this Lease [and subject to so long as such successor possesses at least substantially equivalent net worth as of the provisions date of this Article 6Lease]. The provisions Notwithstanding the foregoing, in lieu of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest its consent when required hereunder in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were connection with an assignment of this Lease; provided that if equity interests Lease or a sublease of all or part of the Leased Premises to a non-affiliated entity, EXCEPT FOR A SUBLEASE OF LESS THAN TWENTY PERCENT (20%) OF THE LEASED PREMISES FOR A TERM EQUAL TO OR LESS THAN FIVE (5) YEARS, Landlord shall have the right, exercisable within ten (10) days of Tenant's request, to recapture the Leased Premises to be assigned, or portion to be sublet from Tenant and, in such event, Tenant at shall be released from liability proportionately. In the event of an approved subletting of all or a portion of the Leased Premises, any time are profit, net of subletting expenses, shall be shared equally by the parties, payable as received. Any attempted transfer, assignment, subletting, mortgaging or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning encumbering of this Article.Lease in violation of the foregoing shall be void and confer no rights upon any third person. No permitted assignment or subletting shall relieve Tenant of any of its obligations under this

Prohibition. (a) 1)Except as expressly provided herein, Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledgedpledged or encumbered, encumbered whether voluntarily, involuntarily, by operation of law or otherwise. In addition, except as expressly provided herein, Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a the Permitted Use, or be sublet (which termterm shall include, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving Tenant, without, in each case, the prior written notice consent of Landlord (all of the foregoing actions described in this sentence are hereinafter sometimes referred to Landlord. Landlord agrees collectively as “Transfers” and any person to either grant whom any Transfer is made or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of sought to be made is hereinafter sometimes referred to as a request for consent“Transferee”). Without limiting the foregoing, any agreement pursuant to which: (xa) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Base Rent or Additional Rent under this Lease; and/or (yb) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment a Transfer of this Lease and subject to the provisions of this Article 6Section 17. The provisions of this paragraph (a) A Transfer under Section 17 shall apply to also include a sale or other transfer (by one or more transfers) of a controlling portion any of the following: the voting stock, partnership interests, membership or interest other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests interests) which results in a change of control of Tenant or a sale or other evidences transfer (in one or more transfers) of equity interests fifty percent (50%) or more of Tenant the assets of Tenant, as if such transfer were an assignment of this Lease; provided that . Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a public stock exchangenational securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a public stock national securities exchange shall not be deemed an assignment within the meaning of this ArticleSection; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under Section 17.

Prohibition. (a) Without the prior written consent of Landlord, Tenant covenants and agrees that neither this Lease nor the term and estate hereby grantedshall not, nor any interest herein either involuntarily or therein, will be assigned, mortgaged, pledged, encumbered voluntarily or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither assign, mortgage, pledge, hypothecate, encumber or permit any lien to attach to, or transfer this Lease or any interest herein, or sublet the Premises nor or any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenantthereof, or used or occupied or permitted permit the Premises to be used or occupied, occupied by anyone other than Tenant or Tenant’s employees (each a “Transfer” and any person or entity to whom a Transfer is made or sought to be made is referred to herein as a “Transferee”). Notwithstanding anything to the contrary herein, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not be offered or advertised for assignment or subletting by Tenant or entitled to transfer any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion part of the Basic Rent or Additional Rent under Premises other than the Building, provided, however that a Transfer may include the use of parking and access over portions of the Premises consistent with this Lease; and/or (y) a third party undertakes or is granted by or on behalf . Any Transfer in violation of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6XVIII shall be void and, at Landlord’s option, shall constitute an Event of Default. The provisions For purposes of this paragraph Lease, the term “Transfer” shall also include (aA) shall apply to if Tenant is a transfer partnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of fifty percent (by one 50%) or more transfersof the partners, members or managers thereof, or transfer of twenty-five percent (25%) or more of a controlling portion of or interest in the stock or partnership or membership interests therein within a twelve (12)month period, or the dissolution of the partnership or the limited liability company without immediate reconstitution thereof, and (B) if Tenant is a corporation whose stock is not publicly held and not traded through an exchange or over the counter or any other form of entity, (1) the dissolution, merger, consolidation or other evidences reorganization of equity Tenant, the sale or other transfer of more than an aggregate of fifty percent (50%) of the voting shares or other interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests or in Tenant at any time are (other than to immediate family members by reason of gift or become traded on death), within a public stock exchangetwelve (12)month period, or (2) the transfer sale, mortgage, hypothecation or pledge of equity interests in more than an aggregate of fifty percent (50%) of the value of the unencumbered assets of Tenant on within a public stock exchange shall not be deemed an assignment within the meaning of this Articletwelve (12)month period.

Prohibition. (a) Subject to the remaining provisions of this subsection (a), Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, occupied by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, without in each case, case having first obtained the prior express written consent of Landlord. A transfer or assignment of 50% (computed on a cumulative aggregate basis) or more of the stock, equity or other indicia of ownership of Tenant agrees shall be deemed to constitute an assignment in breach of this Section 8.1; provided, however, that the Premises sale of corporate treasury stock in order to increase the capital of Tenant shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice restricted. The foregoing restrictions shall not be applicable to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to or a subletting of the provisions of this Article 6. The provisions of this paragraph (a) shall apply Premises by Tenant to a transfer (subsidiary wholly-owned by one Tenant or more transfers) of to a controlling portion of or interest in corporation, the stock of which is wholly-owned by the stockholders of Tenant. It shall be a condition of the validity of any assignment, whether with the consent of Landlord or partnership to a subsidiary or membership interests or other evidences of equity interests controlling corporation, that the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchangehereunder including, without limitation, the transfer of equity interests covenant against further assignment and subletting. No assignment or subletting shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. Landlord agrees that its consent to a proposed assignment or sublease shall not be unreasonably withheld or delayed, and Xxxxxx agrees to provide to Landlord such information as Landlord may reasonably require in Tenant on a public stock exchange order to reach an informed decision. Without limitation, Landlord shall not be deemed an to be unreasonable in withholding its consent to a proposed assignment within or sublease unless each of the meaning following criteria has been satisfied: (i) the proposed assignee or subtenant is of this Articlegood reputation and character and is of sound financial condition, (ii) the proposed assignee or subtenant is not otherwise a tenant of the Office Park, (iii) the proposed assignee or subtenant will use the Premises solely for the Permitted Uses, (iv) the proposed assignee or subtenant does not intend to use the Premises for a "Prohibited Activity" (as hereinafter defined), (v) the intended use of the Premises by the proposed assignee or subtenant is consistent with the maintenance of the Building as a first-class office building, and will not interfere with the business activities of other occupants of the Office Park, and (vi) the rental and other economic terms of the proposed assignment or sublease are not inconsistent with or deleterious to the economic interests of Landlord as owner of the Building. (Without limitation, Tenant shall not advertise or otherwise offer any portion (or all) of the Premises at a rental rate which is lower than the rental rate then being quoted by Landlord for equivalent space in the Building.) For the purposes of the immediately preceding paragraph, a "Prohibited Activity" is a use which will, in Landlord's reasonable judgment, (i) introduce undue amounts of public traffic in the Building (in excess of average traffic which Landlord reasonably believes is generated by other tenants in the Building), or (ii) place a strain on the existing plumbing, electrical and mechanical systems of the Building or (iii) generate unusually high densities of employees or invitees per square foot of rentable space.

Prohibition. Tenant shall not, directly or indirectly, without the prior written consent of Landlord (a) Tenant covenants and agrees that neither which consent shall not be unreasonably withheld, delayed or conditioned), assign this Lease nor the term and estate hereby granted, nor or any interest herein or thereinsublease the Premises or any part thereof, will or permit the use or occupancy of the Premises by any person or entity other than Tenant. Tenant shall not, directly or indirectly, without the prior written consent of Landlord (which consent shall not be assignedunreasonably withheld, mortgageddelayed or conditioned), pledgedpledge, encumbered mortgage or otherwise transferredhypothecate this Lease or any interest herein. This Lease shall not, whether voluntarilynor shall any interest herein, involuntarily, be assignable as to the interest of Tenant involuntarily or by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Any of the foregoing acts without such prior written consent of Landlord shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease. Notwithstanding anything to the contrary contained herein, Tenant may assign this Lease at any time, or sublease all or part of the Premises, without Landlord's prior written consent, to any entity that acquires all or part of Tenant, or that is acquired in whole or in part by Tenant, or that is controlled directly or indirectly by Tenant, or that controls, directly or indirectly, Tenant ("Affiliate"), or that owns or is owned by an Affiliate, so long as such transaction was not entered into as a subterfuge to avoid the obligations or restrictions of this Lease. Tenant agrees that the Premises shall not be offered or advertised for instrument by which any assignment or subletting sublease to which Landlord consents is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent under this Lease (and specify reasons for withholding its consent) within twenty (20) days of receipt in the case of a request for consent. Without limiting sublease, only insofar as such covenants relate to the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (yPremises subject to such sublease) a third party undertakes or as and when performance is granted by or on behalf due after the effective date of Tenant the sublease and that Landlord will have the right to assign enforce such covenants directly against assignee or attempt to assign this Lease subtenant. Any purported assignment or sublet sublease without an instrument containing the foregoing provisions shall be void. Tenant shall in all cases, regardless whether such assignment requires the consent of Landlord, remain liable for the performance by any assignee or attempt to sublet subtenant of all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6. The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Articlecovenants.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving Tenant, without, in each case, the prior written notice consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, subject to Landlord. Landlord agrees the terms and conditions of Section 6.2 below (all of the foregoing are hereinafter sometimes referred to either grant collectively as “Transfers” and any person to whom any Transfer is made or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of sought to be made is hereinafter sometimes referred to as a request for consent“Transferee”). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof ACTIVE/91437610.6 be deemed to be an assignment a Transfer of this Lease and subject to the provisions of this Article 6. The provisions of A Transfer under this paragraph (a) Article 6 shall apply to also include a sale or other transfer (by one or more transfers) of a controlling portion any of the following: the voting stock, partnership interests, membership or interest other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests interests) which results in a change of control of Tenant or a sale or other evidences transfer (in one or more transfers) of equity interests fifty percent (50%) or more of Tenant the assets of Tenant, as if such transfer were an assignment of this Lease; provided that . Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a public stock exchangenational securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a public stock national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which termshall not, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that , assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer this Lease or any interest herein, permit any assignment or other transfer of this Lease by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and Tenant's Representatives (collectively, "Transfers" and any entity to whom any Transfer is made or sought to be made is sometimes referred to as a "Transferee"). No consent to any Transfer shall constitute a waiver of the provisions of this Section 14, and all subsequent Transfers may be made only with the prior written consent of Landlord, which consent shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its unreasonably withheld, but which consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6Section 14. The provisions Notwithstanding anything to the contrary contained in this Section 14, an assignment or sublease of this paragraph all or a portion of the Premises to (a1) an entity which is controlled by, controls, or is under common control with, Tenant, or (2) a successor entity (whether by merger, consolidation or other non-bankruptcy reorganization of Tenant) or which acquires all or substantially all of Tenant’s assets (both (1) and (2) shall apply be referred to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange“Affiliate”), the transfer of equity interests in Tenant on a public stock exchange shall not be deemed a Transfer under this Section 14, and shall accordingly not require Landlord’s consent or payment of any amount to Landlord, provided that (a) Tenant promptly notifies Landlord of any such assignment or sublease at least twenty (20) days prior to such assignment or sublease (or if the assignment to an Affiliate is deemed confidential and is not disclosed to the public prior to closing of the transaction, within five (5) business days after the closing of the transaction), (b) Tenant promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment within or sublease or the meaning Affiliate, (c) the Affiliate agrees in writing to be bound by all of the terms and conditions of this ArticleLease, (d) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (e) such Affiliate shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (the “Net Worth”) at least equal to the Net Worth immediately prior to the applicable event set forth in subsection (1) or (2) above. “Control,” as used in this Section 14.1, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interests in an entity.

Prohibition. (a) a. Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each caseinstance, having first received the prior express written consent of Landlord which, in the case of any subletting (except to another tenant in the Building or other buildings owned by Landlord or its beneficiaries), will not be unreasonably withheld, conditioned or delayed. In all other cases, Landlord's consent may be withheld in its sole discretion. Tenant agrees that the Premises The foregoing restrictions shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice applicable to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject or a subletting of the Premises by Tenant to (i) a subsidiary wholly owned by Tenant, (ii) a controlling corporation (which owns a majority of the outstanding stock of Tenant), (iii) or any other corporation, the stock in which is wholly owned by the stockholders of Tenant or (iv) to any entity resulting from a sale, buy-out, merger or consolidation with Tenant (each of the entities described in the foregoing clauses (i)-(iv) being referred to herein as an "Affiliate") provided that Tenant shall prior to the provisions effective date of this Article 6. The provisions such assignment provide to Landlord evidence reasonably satisfactory to Landlord that, as of this paragraph (a) the date of such assignment, the assignee shall apply have a net worth equal to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests greater than that of Tenant as if such transfer were an assignment of the date of execution of this Lease; provided . It shall be a condition of the validity of any assignment, whether with the consent of Landlord or to an Affiliate, that if equity interests the assignee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant at any time are or become traded on a public stock exchangehereunder including, without limitation, the transfer of equity interests provisions restricting assignment and subletting set forth in this Article VI. No assignment or subletting shall relieve Tenant on a public stock exchange from its obligations hereunder and Tenant shall not be deemed an assignment within the meaning of this Articleremain fully and primarily liable therefor.

Prohibition. (a) Except as expressly provided in this Section 6.1, Tenant covenants and agrees that neither this Lease nor the term Term and estate hereby granted, nor any interest herein or therein, will be assignedassigned (collaterally, conditionally or otherwise), mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving Tenant, without, in each case, the prior written notice to consent of Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to whichagreement: (x) which purports to relieve Tenant is relieved from the obligation to pay, or pursuant to which a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) pursuant to which a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article ARTICLE 6. The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Article.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby grantedSubtenant shall not mortgage, nor any interest herein or thereinpledge, will be assigned, mortgaged, pledged, encumbered encumber or otherwise transferredhypothecate this Sublease or the Premises or any part thereof in any manner whatsoever, and any attempt to do so shall be void and a material breach of and default under this Sublease. Except as provided in Section 19.2 and 19.3 below, Subtenant shall not, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor sublet all or any part thereof will be encumbered in any manner by reason of any act or omission on the part of TenantPremises, or used assign or occupied otherwise transfer this Sublease (or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which termits term and estate), without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, instance obtaining the prior written consent of Landlord. Tenant agrees that the Premises Sublandlord, which shall not be offered unreasonably withheld, conditioned or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consentdelayed, in accordance with this Article. Without limiting the foregoingeffect of any other provision, any agreement pursuant to which: (x) Tenant is relieved from the obligation to paySubtenant expressly agrees that it shall not assign, or a third party agrees to pay on Tenant’s behalf, all otherwise transfer this Sublease (or its term or estate) or sublease any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted Premises to any person that would conduct any activity in the Premises prohibited by or on behalf of Tenant the right to assign or Article 6. Any attempt to assign this Lease or sublet or attempt by Subtenant to sublet all or any portion part of the PremisesPremises or to assign or transfer this Sublease (or its term or estate) or to offer or advertise to do so, without strictly complying with the requirements of this Article, shall for all purposes hereof be void and a material breach of and default under this Sublease. Except as permitted by Section 19.3 below, use or occupancy of the Premises by a licensee, concessionaire, or any other person other than Subtenant shall be deemed to be an assignment of this Lease and a sublease subject to the provisions of this Article 6Article. The provisions of this paragraph Subtenant shall submit to Sublandlord, in advance, for Sublandlord's reasonable approval (a) which shall apply be granted or denied within ten business days), any advertising or offering materials that Subtenant intends to a transfer (by one use in connection with any efforts to sublease, assign or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Articletransfer.

Prohibition. (a) Except as otherwise provided herein, neither Tenant covenants and agrees that neither nor its successors or assigns shall transfer, assign, mortgage or encumber this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarilyLease, by operation of law or otherwise, and that neither or sublet or permit the Premises nor Leased Premises, or any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenantthereof, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which termothers, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord which, subject to Landlord. Tenant agrees that the Premises 's rights hereunder, shall not be offered unreasonably withheld or advertised for assignment or subletting by delayed. If Tenant is a corporation, any transfer of any of Tenant's issued and outstanding capital stock or any person acting on behalf issuance of additional capital stock, as a result of which the majority of the issued and outstanding capital stock of Tenant is held by a corporation, firm, or person or persons who do not hold a majority of the issued and outstanding capital stock of Tenant on the date hereof, shall be deemed an assignment under this Section 9. Notwithstanding the foregoing, without first giving prior Landlord's consent, following written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be may enter into an assignment of this Lease or sublet of all or a portion of the Leased Premises to any subsidiary, affiliate, controlled corporation, or related entity (including Shadow Entertainment, Inc., and subject SCM, LLC d/b/a The Commonwealth Group, sublet notice for which is hereby given), or to any corporation into which Tenant may be converted or to with which it may merge, or to a purchaser of all or substantially all of Tenant's assets, or to any subsidiary or affiliated or parent company of Tenant (or of the provisions above-listed Tenant-affiliated entities), so long as such successor uses the premises only for uses permitted under this Lease [and, in the case of a purchase of all or substantially all of Tenant's assets or in the case of a transfer to a subsidiary or affiliated or parent company of Tenant (or of the above-listed Tenant-affiliated entities), so long as such successor possesses at least substantially equivalent net worth to that of Tenant at the time of entering into this Lease]. Any attempted transfer, assignment, subletting, mortgaging or encumbering of this Article 6Lease in violation of the foregoing shall be voidable and confer no rights upon any third person. The provisions No assignment or subletting shall relieve Tenant of any of its obligations under this paragraph (a) Lease. In any event, all assignees, transferees or sublessees shall apply be obligated to a transfer (by one or more transfers) assume in writing "Tenant's" obligations under this Lease. Notwithstanding the foregoing, in lieu of a controlling portion of or interest its consent when required hereunder in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were connection with an assignment of this LeaseLease or a sublease of all or part of the Leased Premises to a non-affiliated entity for a term expiring within the last twelve (12) months of the then Term, Landlord shall have the right, exercisable within ten (10) days of Tenant's request, to recapture the Leased Premises to be assigned, or portion to be sublet from Tenant and, in such event, Tenant shall be released from liability proportionately; however, in the event of such a recapture prior to the 84th full month of the Initial Term, provided that if equity interests Tenant verifies in Tenant at any time are or become traded on a public stock exchangewriting that it has expended sums in excess of the Landlord Allowance referenced in Exhibit B in connection with construction of permanent improvement to the Leased Premises, Landlord shall reimburse Tenant, up to one dollar ($1.00) per square foot of the Leased Premises for each remaining full lease year, the transfer annualized unamortized amount of equity interests such sums expended by Tenant in excess of the Landlord Allowance referenced in Exhibit B in connection with construction of permanent improvement to the Leased Premises, or part thereof recaptured, prorated for the area recaptured and prorated for each full Lease Year remaining in the Initial Term, payable at the end of each such full Lease Year. For example, if Tenant on a public stock exchange proposes to sublease the entire Leased Premises immediately following the 60th full month of the Initial Term and Landlord elects to recapture, and if Tenant has expended nine dollars ($9.00) per square foot above the Landlord Allowance, Landlord shall not be deemed an assignment within reimburse Tenant ninety cents (904) per square foot of the meaning entire Leased Premises in each full Lease Year remaining of this Articlethe Initial Term.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving Tenant, without, in each case, the prior written notice to consent of Landlord. Landlord agrees to either grant , which consent shall not be unreasonably withheld or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consentdelayed. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6. The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; : provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Article.

Prohibition. (a1) Except as expressly provided herein, Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledgedpledged or encumbered, encumbered whether voluntarily, involuntarily, by operation of law or otherwise. In addition, except as expressly provided herein, Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a the Permitted Use, or be sublet (which termterm shall include, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving Tenant, without, in each case, the prior written notice consent of Landlord (all of the foregoing actions described in this sentence are hereinafter sometimes referred to Landlord. Landlord agrees collectively as “Transfers” and any person to either grant whom any Transfer is made or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of sought to be made is hereinafter sometimes referred to as a request for consent“Transferee”). Without limiting the foregoing, any agreement pursuant to which: (xa) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Base Rent or Additional Rent under this Lease; and/or (yb) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof here of be deemed to be an assignment a Transfer of this Lease and subject to the provisions of this Article 6Section 17. The provisions of this paragraph (a) A Transfer under Section 17 shall apply to also include a sale or other transfer (by one or more transfers) of a controlling portion any of the following: the voting stock, partnership interests, membership or interest other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests interests) which results in a change of control of Tenant or a sale or other evidences transfer (in one or more transfers) of equity interests fifty percent (50%) or more of Tenant the assets of Tenant, as if such transfer were an assignment of this Lease; provided that . Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a public stock exchangenational securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a public stock national securities exchange shall not be deemed an assignment within the meaning of this ArticleSection; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under Section 17.

Prohibition. Tenant shall not, directly or indirectly, without the prior written consent of Landlord (a) Tenant covenants and agrees that neither which consent shall not be unreasonably withheld or delayed), assign this Lease nor or any interest herein, or sublease the term and estate Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant. Tenant shall not, directly or indirectly, without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed, pledge, mortgage or hypothecate this Lease or any interest herein. Notwithstanding the foregoing grammatical sentence, Landlord hereby grantedconsents to the sublease from time to time of all or any portion of the Premises to Build-A-Bear Workshop, L.L.C., a Missouri limited liability company ("Build-A-Bear"). This Lease shall not, nor shall any interest herein herein, be assignable as to the interest of Tenant involuntarily or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf For purposes of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoingthis Lease, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) following transfers on a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, cumulative basis shall for all purposes hereof be deemed to be constitute an assignment of this Lease and subject to that requires the provisions prior written consent of this Article 6. The provisions of this paragraph (a) shall apply to Landlord: if Tenant is a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchangecorporation, the transfer of equity interests more than forty-nine percent (49%) of the stock of the corporation if Tenant is a partnership, the transfer of more than forty-nine percent (49%) of the capital or profits interest in the partnership; and if Tenant on is a public stock exchange trust, the transfer of more than forty-nine (49%) of the beneficial interest under the trust. Any of the foregoing acts, without such prior written consent of Landlord, shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease. Tenant agrees that the instrument by which any assignment or sublease to which Landlord consents is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a sublease, only insofar as such covenants relate to the portion of the Premises subject to such sublease and provided further, that only in the event of a sublease of all or a portion of the Premises to Build-A-Bear, Build-A-Bear shall not be deemed required to carry business income and extra expense insurance) as and when performance is due after the effective date of the assignment or sublease and that Landlord will have the right to enforce such covenants directly against such assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be void. Tenant shall in all cases remain liable for the performance by any assignee or subtenant of all such covenants. Without first obtaining Landlord's written consent, the Tenant named herein may, at any time and from time to time, assign its interest under this Lease or sublet all or any part of the Premises to a Related Corporation (as hereinafter defined) to the Tenant named herein or a Successor Corporation (as hereinafter defined) to the Tenant named herein (provided said Related Corporation or Successor Corporation, as the case may be, has a net worth as of the date of said assignment within or transfer equal to or greater than that of Tenant, expressly assumes this Lease and Tenant's obligations hereunder, without release of the meaning of this Article.Tenant named herein, and delivers to Landlord

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby grantedSubtenant shall not mortgage, nor any interest herein or thereinpledge, will be assigned, mortgaged, pledged, encumbered encumber or otherwise transferredhypothecate this Sublease or the Premises or any part thereof in any manner whatsoever, and any attempt to do so shall be void and a material breach of and default under this Sublease. Except as provided in Sections 19.2 and 19.3 below, Subtenant shall not, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor sublet all or any part thereof will be encumbered in any manner by reason of any act or omission on the part of TenantPremises, or used assign or occupied otherwise transfer this Sublease (or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which termits terra and estate), without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, instance obtaining the prior written consent of Landlord. Tenant agrees that the Premises Sublandlord, which shall not be offered unreasonably withheld, conditioned or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consentdelayed, in accordance with this Article. Without limiting the foregoingeffect of any other provision, any agreement pursuant to which: (x) Tenant is relieved from the obligation to paySubtenant expressly agrees that it shall not assign, or otherwise transfer this Sublease (or its term or estate) or sublease any portion of the Premises to any person that would conduct any activity in the Premises prohibited by Article 6. Any attempt by Subtenant to sublet all or any part of the Premises or to assign or transfer this Sublease (or its term or estate) or to offer or advertise to do so, without strictly complying with the requirements of this Article, shall be void and a third party agrees material breach of and default under this Sublease. Except as permitted by Section 19.3 below, use or occupancy of the Premises by a licensee, concessionaire, or any other person other than Subtenant shall be deemed a sublease subject to pay on Tenant’s behalfthe provisions of this Article. Notwithstanding anything in the foregoing to the contrary, Subtenant may assign this Sublease and/or sublease all or any portion of the Basic Rent Premises to a Permitted Tenant Affiliate, without the express consent of (but with prior written notice to) Sublandlord. As used herein, the term "Permitted Tenant Affiliate" means an entity that, prior to the transaction, was controlling, under common control with or Additional Rent under controlled by Subtenant, but excluding any entity formed to avoid the restrictions on transfer by Subtenant hereunder. For purposes of this Lease; and/or (y) definition, the word "control," as used above, means with respect to a third party undertakes or person that is granted by or on behalf of Tenant a corporation, the right to assign exercise, directly or attempt to assign this Lease or sublet or attempt to sublet all or any portion indirectly, more than fifty percent (50%) of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject voting rights attributable to the provisions shares of this Article 6the controlled corporation and, with respect to a person that is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled person. The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests word "person" means an individual, partnership, trust, corporation, firm or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Articleentity.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving Tenant, without, in each case, the prior written notice to Landlord. consent of Landlord agrees to either grant which consent shall not be unreasonably withheld, conditioned or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consentdelayed. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article ARTICLE 6. The provisions of this paragraph PARAGRAPH (aA) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Article.

Prohibition. (a) Notwithstanding any other provision of this Lease, Tenant covenants and agrees that neither shall not, directly or indirectly, assign, mortgage, pledge or otherwise transfer, voluntarily or involuntarily, this Lease nor the term and estate hereby granted, nor or any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, term without limitation, shall include granting of concessions, licenses licenses, and the like) in or allow any other person or entity to occupy the whole or in partany part of the Premises, without, in each caseinstance, having first received the prior written express consent of Landlord. Tenant agrees that Except as provided in Section 7.7, any assignment, mortgage, pledge, transfer of this Lease or subletting of the whole or any part of the Premises by Tenant without Landlord’s express consent shall be invalid, void and of no force or effect. This prohibition includes, without limitation, any assignment, subletting, or other transfer which would occur by operation of law, merger, consolidation, reorganization, acquisition, transfer, or other change of Tenant’s corporate, ownership, and/or proprietary structure, including, without limitation, a change in the partners of any partnership, a change in the members and/or managers of any limited liability company, and/or the sale, pledge, or other transfer of any of the issued or outstanding capital stock of any corporate Tenant. In any case where Landlord shall consent to any assignment or subletting, the Tenant originally named herein shall remain fully liable for all obligations of Tenant hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease and such liability shall not be offered affected in any way by any future amendment, modification, or advertised for extension of this Lease or any further assignment, other transfer, or subleasing and Tenant hereby irrevocably consents to any and all such transactions. It shall be a condition of the validity of any permitted assignment or subletting that the assignee or sublessee agree directly with Landlord, in form reasonably satisfactory to Landlord, to be bound by Tenant or any person acting on behalf all obligations of Tenant hereunder, including, without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoinglimitation, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent and other amounts provided for under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6. The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests covenant against further assignment or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Articlesubletting.

Prohibition. (a) Notwithstanding any other provision of this Lease, Tenant covenants and agrees that neither shall not, directly or indirectly, assign, mortgage, pledge or otherwise transfer, voluntarily or involuntarily, this Lease nor the term and estate hereby granted, nor or any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, term without limitation, shall include granting of concessions, licenses licenses, and the like) in or allow any other person or entity to occupy the whole or in partany part of the Premises, without, in each caseinstance, having first received the prior written express consent of Landlord, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED. Tenant agrees that the Premises shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an Any assignment of this Lease and subject to or subletting of the provisions whole or any part of this Article 6. The provisions of this paragraph the Premises (a) shall apply other than as permitted to a transfer (by one subsidiary or more transfers) of a controlling portion corporation as set forth below) by Tenant without Landlord's express consent shall be invalid, void and of no force or interest effect. This prohibition includes, without limitation, any assignment, subletting, or other transfer which would occur by operation of law, merger, consolidation, reorganization, acquisition, transfer, or other change of Tenant's corporate or proprietary structure, including a change in the stock or partnership or membership interests partners of any partnership, and the sale, pledge, or other evidences transfer of equity interests any of the issued or outstanding capital stock of any corporate Tenant as if (unless such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become stock is publicly traded on a public stock exchangerecognized security exchange or over-the-counter market). Any request for consent under this Section 7.1 shall set forth, in detail reasonably satisfactory to Landlord, the transfer identification of equity interests the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the rent or any other consideration to be paid in respect thereto and such request shall be treated as Tenant's warranty in respect of the information submitted therewith. In any case where Xxxxxxxx shall consent to any assignment or subletting, Tenant on a public stock exchange originally named herein shall remain fully liable for Tenant obligations hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease and such liability shall not be deemed an assignment within the meaning affected in any way by any future amendment, modification, or extension of this ArticleLease (BUT SHALL NOT BE INCREASED BY SUCH FUTURE AMENDMENTS) or any further assignment, other transfer, or subleasing and Tenant hereby irrevocably consents to any and all such transactions. Xxxxxx agrees to pay to Landlord, within fifteen (15) days of billing therefor, all reasonable legal and other out-of-pocket expenses UP TO $1,000.00 incurred by Landlord in connection with any request to assign or sublet. It shall be a condition of the validity of any permitted assignment or subletting that the assignee or sublessee agree directly with Landlord, in form REASONABLY satisfactory to Landlord, to be bound by all Tenant obligations hereunder, including, without limitation, the obligation to pay all Rent and other amounts provided for under this Lease and the covenant against further assignment or other transfer or subletting.

Prohibition. (a) Tenant covenants and agrees that (i) neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, directly or by operation of law law; (ii) subject to Section 11.4, Tenant shall not permit any other entity to become Tenant hereunder by merger, consolidation, or otherwise, other reorganization; and that (iii) neither the Premises Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Useas stated herein, or be sublet (which termsublet, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises Landlord in each and every case, which consent shall not be offered unreasonably withheld, delayed or advertised for conditioned in the event of an assignment or subletting by (but in all other instances shall be at Landlord’s sole and absolute discretion). Any transfer, or series of related transfers, of ownership in Tenant (unless Tenant is a publicly traded company) that results in a change of 50% or any person acting on behalf more of the voting power of Tenant, or otherwise result in a change in the current control of Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days except in the case of receipt of a request for consent. Without limiting the foregoing, any agreement an ownership interest that is transferred pursuant to which: (xa public offering) Tenant is relieved from the obligation to payshall be considered an assignment, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6Section 11.4 below. The provisions Tenant’s request for Landlord’s consent to subletting or assignment shall be submitted in writing no later than thirty (30) days in advance of this paragraph the proposed effective date of such proposed assignment or sublease, which request shall be accompanied by the following information (athe “Required Information”): (i) shall apply to a transfer the name, current address and business of the proposed assignee or subtenant; (by one or more transfersii) in the event of a controlling sublease, the precise square footage and location of the portion of the Premises proposed to be so subleased; (iii) the effective date and term of the proposed assignment or interest subletting; (iv) the rent and other consideration to be paid to Tenant by such proposed assignee or subtenant; (v) such other major terms of the assignment or sublease as may be material, or as Landlord may request, (vi) financial statements and other information as Landlord may request, indicating the Tangible Net Worth (defined below), liquidity and credit worthiness of the proposed assignee or subtenant in order to permit Landlord to evaluate the stock proposed assignment or partnership sublease; (vii) verification that the Premises will be used for the Permitted Use (and if the Permitted Use allows more than one (1) type of use, then Tenant shall specify the precise use that the Premises will be used for); and (viii) such other information as Landlord may request. Tenant agrees to reimburse Landlord for reasonable legal fees and any other reasonable out of pocket expenses and costs incurred by Landlord in connection with any proposed assignment or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Articlesubletting.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving Tenant, without, in each case, the prior written notice consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, subject to Landlord. Landlord agrees the terms and conditions of Section 6.2 below (all of the foregoing are hereinafter sometimes referred to either grant collectively as “Transfers” and any person to whom any Transfer is made or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of sought to be made is hereinafter sometimes referred to as a request for consent“Transferee”). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment a Transfer of this Lease and subject to the provisions of this Article 6. The provisions of A Transfer under this paragraph (a) Article 6 shall apply to also include a sale or other transfer (by one or more transfers) of a controlling portion any of the following: the voting stock, partnership interests, membership or interest other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests interests) which results in a change of control of Tenant or a sale or other evidences transfer (in one or more transfers) of equity interests fifty percent (50%) or more of Tenant the assets of Tenant, as if such transfer were an assignment of this Lease; provided that . Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a public stock exchangenational securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a public stock national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6.

Prohibition. (a) a. Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, without, in each caseinstance, having first received the prior express written consent of Landlord. Landlord which, in the case of any subletting, will not be unreasonably withheld subject to the following conditions: (i) Tenant agrees that is not then in default under this Lease, (ii) the proposed sublease is not to any other tenant then occupying any space in the Building or to any other party with whom Landlord is then negotiating to lease space in the Building, (iii) Tenant shall not rent the Premises at a lower rate than that which Landlord is charging for comparable space in the Building at such time, and (iv) any such sublease shall be subject to all the other provisions of this Article VI. Tenant’s request for Landlord’s consent shall be in writing and shall contain the name and address of the proposed sublessee, the rent and other sums to be paid thereunder, the effective date of the proposed sublease and the other major business terms thereof, and the term and area of any proposed sublease. In all other cases, Landlord’s consent may be withheld in its sole discretion. The foregoing restrictions shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice applicable to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consenti) within twenty (20) days of receipt of a request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject or a subletting of the Premises by Tenant to the provisions of this Article 6. The provisions of this paragraph an entity controlling, controlled by or under common control with Tenant or (aii) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; Lease to an entity that succeeds to Tenant’s interest in this Lease by reason of merger, acquisition, consolidation or reorganization (collectively such entities are referred to herein as, “Affiliates”), provided that if equity interests Tenant shall, before the effective date of such assignment to an entity described in Tenant at any time are or become traded on a public stock exchangethe foregoing clause (ii), provide to Landlord evidence reasonably satisfactory to Landlord that, as of the date of such assignment, the transfer assignee shall have a net worth equal to the greater of equity interests in the net worth of Tenant on a public stock exchange shall not be deemed an assignment within as of the meaning date of this ArticleLease or as of the date of the assignment. It shall be a condition of the validity of any assignment, whether with the consent of Landlord or to an Affiliate, that the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting. No assignment or subletting shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor.

Prohibition. (a) Notwithstanding any other provision of this Lease, Tenant covenants and agrees that neither shall not, directly or indirectly, assign, mortgage, pledge or otherwise transfer, voluntarily or involuntarily, this Lease nor the term and estate hereby granted, nor or any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, term without limitation, shall include granting of concessions, licenses licenses, and the like) in or allow any other person or entity to occupy the whole or in partany part of the Premises, without, in each caseinstance, having first received the prior written express consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted as set forth below) by Tenant without Landlord's express consent shall be invalid, void and of no force or effect. This prohibition includes, without limitation, any assignment, subletting, or other transfer of this Lease which would occur by operation of law, merger, consolidation, reorganization, acquisition, transfer, or other change of Tenant's corporate or proprietary structure, including a change in the general partners of any partnership, and the sale, pledge, or other transfer of any of the issued or outstanding capital stock of any corporate Tenant (unless such stock is publicly traded on a recognized security exchange or over-the-counter market). Any request for consent under this Section 7.1 shall set forth, in detail reasonably satisfactory to Landlord, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the rent or any other consideration to be paid in respect thereto and such request shall be treated as Tenant's warranty in respect of the information submitted therewith. In any case where Landlord shall consent to any assignment or subletting, Tenant originally named herein shall remain fully liable for Tenant obligations hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease, and such liability shall not be affected in any way by any future amendment, modification; or extension of this Lease or any further assignment, other transfer, or subleasing and Tenant hereby irrevocably consents to any and all such transactions. Tenant agrees that to pay to Landlord, within fifteen (15) days of billing therefor, all reasonable legal and other out-of-pocket expenses incurred by Landlord in connection with any request to assign or sublet. It shall be a condition of the Premises shall not be offered or advertised for validity of any permitted assignment or subletting by Tenant or any person acting on behalf of Tenant without first giving prior written notice that the assignee .or sublessee agree directly with Landlord, in form satisfactory to Landlord, to be bound by all Tenant obligations hereunder, including, without limitation, the obligation to pay all Rent and other amounts provided for under this Lease and the covenant against further assignment or other transfer or subletting. Landlord agrees Without limiting Landlord's discretion to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of receipt of a request for consent. Without limiting the foregoingto any proposed assignment or subletting, any agreement pursuant to which: (x) if Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt requests Landlord's consent to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Article 6. The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Article.all