Common use of Prohibition Clause in Contracts

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”), without the prior written consent of Landlord, which shall not be unreasonably withheld. Tenant shall, at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfer.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, which shall may not be unreasonably withheld. Tenant shall, shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten twenty (1020) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transferassignment, encumbrance or sublease, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablyconsent. In addition, as a condition to ▇▇▇▇▇▇▇▇’s Landlord's consent to any Transfer assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer assignment or subletting contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transferassignment of subletting. ‘The restrictions Tenant's sole remedy for Landlord's refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord's reasonable processing costs and attorneys' fees incurred in this Section 15.1 shall not apply to reviewing any proposed assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfersublease.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in SECTION 4.1 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the Premises same to be used or occupied by anyone other than Tenant; or (collectivelyc) mortgage, a “Transfer”)pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed. Tenant shallAny purported assignment, at mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablybe absolutely null and void. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary consent by Landlord to the provisions hereof without a 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 void and an Event of Default by Tenantrequired in all such instances. The No consent by Landlord to any Transfer assignment or sublease shall not constitute be deemed to release Tenant from its obligations hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. Notwithstanding the foregoing, Tenant shall be permitted to assign this Lease or sublease the Premises to an affiliate of Tenant (affiliate, meaning an entity which either controls Tenant, is controlled by Tenant, or is under common control with Tenant),or to a waiver corporation resulting from the merger or consolidation with Tenant, or any persons or entity which acquires substantially all of the necessity for such consent assets of Tenant as a going concern, or to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment person or transfer entity which acquires substantially all of this Lease to a related or affiliated entity the stock of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfer.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in SECTION 4.1 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the Premises same to be used or occupied by anyone other than Tenant; or (collectivelyc) mortgage, a “Transfer”)pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which shall not consent may be unreasonably withheldgiven or withheld in Landlord's sole, but reasonable, discretion. Tenant shallAny purported assignment, at mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablybe absolutely null and void. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all Tenant Initial__________ Landlord Initial__________ documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary consent by Landlord to the provisions hereof without a 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 void and an Event of Default by Tenantrequired in all such instances. The LANDLORD'S CONSENT TO OR REFUSAL OF ASSIGNMENT OR SUBLETTING SHALL BE BASED ON ASSIGNEE OR SUBLESSEE HAVING, IN LANDLORD'S SOLE BUT REASONABLE DISCRETION, SATISFACTORY CREDIT AND ON ASSIGNEE OR SUBLESSEE HAVING, IN LANDLORD'S SOLE BUT REASONABLE DISCRETION, A USE THAT IS COMPATIBLE WITH THE PROPERTY AND WITH OTHER TENANTS WITHIN THE PROPERTY. No consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease sublease shall be deemed to a related or affiliated entity of Tenant, so long as that related or affiliated entity of release Tenant is under majority ownership from its obligations hereunder and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferremain fully liable for performance of all obligations under this Lease. NOTWITHSTANDING THE FOREGOING, TENANT MAY ASSIGN THIS LEASE, IN WHOLE OR IN PART, TO ANY CORPORATION OR OTHER BUSINESS ENTITY INTO OR WITH WHICH TENANT MAY BE MERGED OR CONSOLIDATED OR TO ANY CORPORATION OR BUSINESS ENTITY WHICH SHALL BE AN AFFILIATE, SUBSIDIARY, PARENT OR SUCCESSOR OF TENANT, OR TO A CORPORATION OR BUSINESS ENTITY UNTO OR WITH WHICH TENANT MAY BE MERGED OR CONSOLIDATED, OR TO A PARTNERSHIP, PROVIDED: i) TENANT'S USE DOES NOT CHANGE; II) TENANT'S FINANCIAL CONDITION IS NOT DIMINISHED; AND iii) THE ASSIGNEE OR SUBLESSEE ASSUMES ALL OF TENANT'S OBLIGATIONS HEREUNDER.

Prohibition. Tenant Sublessee shall not (by operation of law or otherwise) sell, assign, mortgage, pledge encumber, pledge, sublease or in any manner transfer or otherwise transfer dispose of this Sublease or encumber this Lease, in whole or in part, nor sublet, license, assignany interest therein, or permit occupancy by any third party other than Tenant of all or any part of the Subleased Premises (collectivelynor grant licenses, a “Transfer”)occupancy rights therein, without the Sublessor’s prior written consent of Landlordconsent, which consent may not be unreasonably withheld, conditioned or delayed. Further, to the extent Prime Lessor’s consent is required under the Prime Lease for any Disposition (as defined below) by tenant under the Prime Lease, Sublessor’s and Prime Lessor’s consent shall be required for such Disposition, provided that Sublessor’s consent shall not be unreasonably withheld, conditioned or delayed. Tenant shallConsent by Sublessor to any such sale, at assignment, mortgage, encumbrance, pledge, sublease, transfer, disposition, license, occupancy or lease (any “Disposition”) on any one occasion shall not obviate the time Tenant requests necessity for obtaining consent to any subsequent Disposition. Notwithstanding anything contained in this Sublease to the consent of Landlordcontrary, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord Sublessee shall have the right to assign, sublet (all or any part of), license (all or any part of) or transfer the Sublease or any interest in or to the Subleased Premises to (i) a parent corporation or any subsidiary or affiliate of Sublessee (ii) to any entity which acquires or purchases all or a portion of the assets of Sublessee or the division or business unit of Sublessee of which this Sublease is a part or (iii) to any successor by way of merger, consolidation, inversion, stock or other equity interest purchase or transfer, spin-off, initial public offering or other transaction. Sublessor acknowledges and agrees that Sublessee shall be released from any rights and obligations that Sublessee’s assigns or otherwise transfers pursuant to clauses (ii) and (iii) above, shall not less than require the Sublessor’s consent, but shall require ten (10) business days after receipt of days’ prior notice to Sublessor and shall be subject to all required information to elect one requirements of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablyPrime Lease. In addition, as Sublessor acknowledges and agrees that Sublessee’s permitted use of the Subleased Premises may include the short-term or interim use of a condition portion of the Subleased Premises by Sublessee’s customers or other parties with whom Sublessee has a business relationship (together, “Business Partners”) for purposes related to ▇▇▇▇▇▇▇▇the conduct of Sublessee’s consent business operated in the Subleased Premises. Sublessee’s Business Partners shall be entitled to any Transfer use the Subleased Premises for the uses permitted in this Sublease at no additional charge to Sublessee or sharing of revenues and occupancy of the Subleased Premises by such Business Partners shall not constitute an assignment or subletting for purposes of this Sublease except as otherwise provided in the Prime Lease and Sublessee and its Business Partners shall be the delivery to Landlord of a true copy comply with all terms and provisions of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory Prime Lease with respect to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees Prime Lessor’s rights related to be bound by such use. Subject to the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect Prime Lease, Sublessor shall have no right to the assigned or subleased portion recapture portions of the Premises. No Transfer by Tenant shall relieve Tenant Subleased Premises or Guarantor of any obligation under this Leaseterminate the Sublease in the event that Sublessee seeks an assignment, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver sublease or other transfer of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment Sublease or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferits Subleased Premises.

Prohibition. Except as expressly set forth herein with respect to a Related Entity, Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, license, assign, sublet or permit occupancy by any third party person other than Tenant of all or any part portion of the Premises (collectively, a “Transfer”), without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shallhereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) beyond those requirements which are applicable to Tenant, at unless the time proposed sublessee or assignee shall (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, which consent shall not be unreasonably withheld, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the lien-free completion of such improvements. If Tenant requests seeks to sublet or assign all or any portion of the consent of LandlordPremises, Tenant shall deliver to Landlord 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 in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee or subtenant includingaforementioned plans and specifications, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than if any. Within ten (10) business days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or assign all required information to elect one or any portion of the following: Premises, Landlord shall deliver to Tenant a copy of Landlord's standard form of sublease or assignment agreement (a) consent to such proposed Transferas applicable), or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease which instrument shall be the delivery to Landlord of utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder, but with respect to a sublease only, to the extent applicable to the subleased portion of the Premises, and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premiseshereof. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and As Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice pay to Landlord upon a fee in the assignment or transfer.amount of five hundred dollars ($500) plus Tenant

Prohibition. Notwithstanding any other provision of this Lease, Tenant shall not not, directly or indirectly, assign, mortgage, pledge or otherwise transfer, voluntarily or involuntarily, this Lease or any interest herein or sublet (which term without limitation, shall include granting of concessions, licenses, and the like) or allow any other person or entity to occupy the whole or any part of the Premises, without, in each instance, having first received the express consent of Landlord, which consent shall not be unreasonably withheld, conditioned or 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 encumber subletting. Any request for consent under this LeaseSection 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 in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectivelyother 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 “Transfer”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, without the prior written consent of LandlordTenant originally named herein shall remain fully liable for Tenant obligations hereunder, which shall not be unreasonably withheld. Tenant shall, at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the nameobligation 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, addressmodification, nature or extension of businessthis Lease or any further assignment, ownershipother transfer, financial responsibility or subleasing and standing Tenant hereby irrevocably consents to any and all such transactions. ▇▇▇▇▇▇ agrees to pay to Landlord, within fifteen (15) days of such proposed 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 validity of any permitted assignment or subletting that the assignee or subtenant 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. Without limiting Landlord's discretion to grant or withhold its consent to any proposed assignment or subletting, if Tenant requests Landlord's consent to assign this Lease or 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 ten thirty (1030) business nor more than sixty (60) days after the date of such notice for 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 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 ▇▇▇▇▇▇'s Proportionate Share shall be 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 ▇▇▇▇▇▇ at a rent which exceeds the rent payable hereunder by ▇▇▇▇▇▇, or if there is a subletting of a portion of the Premises by ▇▇▇▇▇▇ at a rent in excess of the subleased portion's pro rata share of the Rent payable hereunder by ▇▇▇▇▇▇, then Tenant shall pay to Landlord, as additional rent, forthwith upon ▇▇▇▇▇▇'s receipt of all required information to elect one the consideration (or the cash equivalent thereof) therefor, in the case of an assignment, and in the case of a subletting, seventy-five percent (75%) of the following: (a) consent amount of any such excess rent after deducting the costs incurred by Tenant in good faith applicable to such proposed Transfertransfer, including but not limited to brokerage commissions, reasonable legal fees, rent concessions, alteration allowances and build-out costs. The provisions of this paragraph 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 (b) refuse such a 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 a portion of the Premises. Notwithstanding anything to the contrary herein contained, the requirement of Landlord’s prior consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to and ▇▇▇▇▇▇▇▇’s consent recapture right shall not, however, be applicable to any Transfer an assignment of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease sublease to a related or affiliated entity of TenantPermitted Transferee, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferhereinafter defined.

Prohibition. Tenant acknowledges that this Lease and the Base Rent and Additional Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the Premises same to be used or occupied by anyone other than Tenant; or (collectivelyc) mortgage, a “Transfer”)pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed. Tenant shallAny violation of the foregoing provisions shall constitute a default under this Lease and, at the time Tenant requests the consent of Landlordthereupon, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have the option to cancel the same and proceed, at Landlord's election, in accordance with the provisions set forth in this Lease. Any consent by Landlord to a particular assignment, sublease or mortgage shall not less than ten (10) business days after receipt constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be required in all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablyinstances. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent the event that Landlord consents to any Transfer of this Lease assignment or sublease, Landlord shall not be the delivery deemed to Landlord of a true copy of the fully executed instrument of Transfer have agreed to release Tenant from its obligation hereunder and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent remain liable hereunder. Any purported Transfer contrary assignment, mortgage, transfer, pledge or sublease made without the prior written consent of Landlord shall be absolutely null and void and of no legal force or effect. Notwithstanding anything to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by contrary herein, Landlord hereby consents to any Transfer shall not constitute a waiver Tenant subleasing the Premises, as of the necessity for such consent date hereof, to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfer's affiliate United Industries Corporation.

Prohibition. Tenant Concessionaire shall not assignassign or transfer this Concession Agreement or any interest therein, mortgagenor shall this Concession Agreement or any interest thereunder be assignable or transferable by operation of law or by any process or proceeding of any court, pledge or otherwise without the advance written consent of the Port. If Concessionaire is anything other than an individual, Concessionaire further agrees that if at any time during the term of this Concession Agreement more than one-half (1/2) of the outstanding voting equity interests shall belong to any persons other than those who own more than one-half (1/2) of those outstanding voting equity interests at the time of the execution of this Concession Agreement or to members of their immediate families, such change in the ownership of Concessionaire shall be deemed an assignment of this Concession Agreement within the meaning of this Section 26.1; provided, however, that this sentence shall not apply if, and to the extent that Concessionaire is a corporation, the outstanding voting stock of which is listed on a recognized security exchange. Concessionaire’s entering into any operating agreement, license or other agreement whereunder a third party is given rights or privileges to enjoy a portion of the Concession shall be an attempted assignment or subletting within the meaning of this Section. 47.1.1 If Concessionaire shall, at any time during the term of this Concession Agreement, desire to sell, assign or otherwise permanently transfer or encumber this Lease, the Concession Agreement in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”), without the prior written consent of Landlord, which shall not be unreasonably withheld. Tenant Concessionaire shall, at the time Tenant the Concessionaire requests the consent of Landlordthe Port, deliver to Landlord the Port such information in writing as Landlord the Port may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten together with the proposed form of assignment or sublease. Within thirty (1030) business days after from receipt of all required the information to elect one specified above, the Port shall notify Concessionaire of the followingits election to: (a) consent to such proposed Transfer, the assignment or (b) refuse such disapprove the assignment, setting forth the grounds for doing so. 47.1.2 As a condition for the Port’s consent with specified justification to outline good faith basis for not withholding consent unreasonablyany transfer, the Port may require that the assignee remit directly to the Port on a monthly basis, all monies due to Concessionaire by said assignee. In addition, as a condition to ▇▇▇▇▇▇▇▇the Port’s consent to any Transfer assignment of this Lease Concession Agreement or the Premises shall be the delivery to Landlord the Port of a true copy of the fully executed instrument of Transfer assignment and an agreement executed by the assignee, sublessee or other transferee assignee in form and substance reasonably satisfactory to Landlord the Port and expressly enforceable by Landlordthe Port, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease Concession Agreement and perform all the obligations of Tenant Concessionaire hereunder. 47.1.3 In the event of any assignment, Concessionaire and each respective assignor, waive notice of default by the then-current Concessionaire in the payment of Concession Fees or any other amount due hereunder with respect to and in the assigned or subleased portion performance of the Premises. covenants and conditions of this Concession Agreement and consents that the Port may in each and every instance deal with the then- current Concessionaire, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Concession Agreement and modify the same, and in general deal with the then-current Concessionaire without notice to or consent of any assignor, including Concessionaire; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Concessionaire and of each respective assignor. 47.1.4 No Transfer assignment or license by Tenant Concessionaire shall relieve Tenant or Guarantor Concessionaire of any obligation under this LeaseConcession Agreement, including TenantConcessionaire’s obligation to pay Base Rent and Additional Rent any sums due hereunder. Any purported Transfer assignment contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord the Port to any Transfer assignment shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions assignment. 47.1.5 Concessionaire shall reimburse the Port any reasonable professionals’ fees and expenses incurred by the Port in this Section 15.1 shall not apply connection with any request by Concessionaire for consent to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferan assignment.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, Landlord in each instance which consent shall not be unreasonably withheld, conditioned, or delayed. Tenant shall, shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten twenty (1020) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transferassignment, encumbrance or sublease, or (b) refuse such consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with respect to the portion of the Premises proposed to be subleased, as applicable. Without making a formal request for consent with specified justification to outline good faith basis an assignment or sublease, Tenant may request that Landlord give Tenant its decision whether it intends to enforce the recapture provision in clause (c). Landlord agrees to respond to such request within 20 days after Tenant's request for not withholding consent unreasonablythe decision. In addition, as a condition to ▇▇▇▇▇▇▇▇’s Landlord's consent to any Transfer assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s 's obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer assignment or subletting contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transferassignment of subletting. ‘The restrictions in this Section 15.1 shall not apply Tenant 's sole remedy for Landlord's refusal to any assignment or transfer of this Lease consent to a related proposed assignee or affiliated entity of Tenant, so long as that related or affiliated entity sublessee of Tenant is under majority ownership and control of Tenantwill be an action or proceeding for specific performance, and for which injunction or declaratory relief. Tenant shall provide written notice to Landlord upon the assignment pay Landlord's reasonable processing costs and attorneys' fees incurred in reviewing any proposed Assignment or transfersublease.

Prohibition. Tenant shall not, directly or indirectly, ----------- without the prior written consent of Landlord (which consent shall not assignbe unreasonably withheld), mortgage, pledge assign this Lease or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assignany interest herein, or permit occupancy by any third party other than Tenant of all sublease or license the Premises or any part thereof or permit the use or occupancy of the Premises (collectivelyby any person, a “Transfer”)organization 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 assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord, except as a result of any Change in Control of Tenant which shall not be unreasonably withhelddeemed an assignment for purposes hereof and shall not require Landlord's consent. Tenant Any of the foregoing acts, without such prior written consent of Landlord, shall be void and shall, at the time Tenant requests the consent option of Landlord, deliver constitute a default that entitles Landlord to terminate this Lease. Tenant agrees that the instrument by which any assignment, sublease or license to which Landlord consents is accomplished shall expressly provide that the assignee, subtenant or licensee will perform all of the covenants to be performed by Tenant under this Lease (in the case of a sublease or license, only insofar as such information covenants relate to the portion of the Premises subject to such sublease or license) as and when performance is due after the effective date of the assignment, sublease or license and that Landlord will have the right to enforce such covenants directly against such assignee, subtenant or licensee. Any purported assignment, sublease or license without an instrument containing the foregoing provisions shall be void. Tenant shall in writing as Landlord may reasonably require respecting all cases remain liable for the proposed assignee performance by any assignee, subtenant or subtenant including, without limitation, the name, address, nature licensee of business, ownership, financial responsibility and standing of all such proposed assignee or subtenant and covenants. Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s withhold consent to any Transfer of this Lease shall be the delivery request to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under assign this Lease, including by operation of law, or sublease or license all or part of the Premises to an entity affiliated within Tenant which entity is controlled by, controls or is under common control with Tenant ("Affiliate of Tenant’s obligation to pay Base Rent ") and Additional Rent hereunder. Any purported Transfer contrary to which entity shall not use the provisions hereof without consent shall be void and an Event Premises in any way which is a material departure from the historical use (or any natural evolution of Default such historical use) of the Premises by Tenant. The consent Without limiting the foregoing, any assignment, sublease or license by Landlord Tenant, even to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity an Affiliate of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfer.comply with Article 4 hereof. ---------

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in Section 4.1 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer this Lease without the prior approval of Landlord, which shall not be unreasonably withheld or encumber this Lease, in whole delayed; (b) sublet the Premises or in part, nor sublet, license, assignany part thereof, or permit occupancy allow the same to be used or occupied by any third party anyone other than Tenant or Tenant's division, Newport News Shipbuilding Division without the prior approval of all Landlord, which shall not be unreasonably withheld or delayed; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part of the Premises (collectivelythereof, a “Transfer”)in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which shall not consent may be unreasonably withheldgiven or withheld in Landlord's sole, but reasonable, discretion. Tenant shallAny purported assignment, at mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablybe absolutely null and void. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary consent by Landlord to the provisions hereof without a 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 void and an Event of Default by Tenantrequired in all such instances. The No consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease sublease shall be deemed to a related or affiliated entity of Tenant, so long as that related or affiliated entity of release Tenant is under majority ownership from its obligations hereunder and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferremain fully liable for performance of all obligations under this Lease.

Prohibition. Tenant shall not assigncovenants and agrees that neither this Lease nor the term and estate hereby granted, mortgagenor any interest herein or therein, pledge will be assigned, mortgaged, pledged, encumbered or otherwise transfer or encumber this Leasetransferred, in whole or in partand that neither the Premises, nor sublet, license, assignany part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or permit occupancy used or occupied, or utilized for desk space or for mailing privileges, by any third party anyone other than Tenant of all Tenant, or for any part of the Premises (collectivelyuse or purpose other than as stated herein, a “Transfer”)or be sublet or offered or advertised for subletting, without the prior written consent of LandlordLandlord in each and every case, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything contained herein to the contrary, Tenant shall have no right to advertise publicly to assign this lease or sublet any interest hereunder. Not in limitation of the foregoing, Tenant’s request for Landlord’s consent to subletting or assignment shall be submitted in writing no later than sixty (60) days in advance of the proposed effective date of such proposed assignment or sublease, which request shall be accompanied by the following information (the “Required Information”): (i) the name, current address and business of the proposed assignee or subtenant; (ii) the precise square footage and location of the portion of the Premises proposed to be so subleased or assigned; (iii) the effective date and term of the proposed assignment or subletting; and (iv) the rent and other consideration to be paid to Tenant by such proposed assignee or subtenant. Tenant shall, at the time Tenant requests the consent of Landlord, deliver to also shall promptly supply Landlord with such financial statements and other information in writing as Landlord may reasonably require respecting request, prepared in accordance with generally accepted accounting principles, not more than ninety (90) days old when delivered to Landlord, indicating the net worth, liquidity and credit worthiness of the proposed assignee or subtenant including, without limitation, in order to permit Landlord to evaluate the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignment or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablysublease. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and Tenant agrees to be bound by the terms reimburse Landlord for legal fees and provisions of this Lease any other reasonable expenses and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent costs incurred by Landlord to in connection with any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any proposed assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfersubletting.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant’s reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease; (b) sublet the Premises or any part thereof, in whole other than subleases to any party controlling, controlled by or in part, nor sublet, license, assignunder common control with Tenant, or permit occupancy allow the same to be used or occupied by any third party anyone other than Tenant of all (or any other party controlling, controlled by or under common control with Tenant); or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part of the Premises (collectivelythereof, a “Transfer”)in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent as to assignments and subleases shall not be unreasonably withheld, conditioned or delayed, and as to mortgages and other matters described in clause (c) above may be given or withheld in Landlord’s sole, but reasonable, discretion. Tenant shallAny purported assignment, at mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablybe absolutely null and void. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary consent by Landlord to the provisions hereof without a 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 void and an Event of Default by Tenantrequired in all such instances. The No consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease sublease shall be deemed to a related or affiliated entity of Tenant, so long as that related or affiliated entity of release Tenant is under majority ownership from its obligations hereunder and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferremain fully liable for performance of all obligations under this Lease.

Prohibition. Tenant Concessionaire shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, license, assign, license or permit occupancy by any third party other than Tenant Concessionaire of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, which the Port in each instance. Concessionaire shall not be unreasonably withheld. Tenant shall, at the time Tenant the Concessionaire requests the consent of Landlordthe Port, deliver to Landlord the Port such information in writing as Landlord the Port may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than ten licensee together with the proposed form of assignment, sublease or license. Within thirty (1030) business days after receipt of all required information to information, the Port shall, in its sole discretion, elect one of the following: (ai) to consent to such proposed Transferassignment, sublease or license, or (bii) refuse such disapprove the assignment, sublease or license, setting forth the grounds for doing so. 15.1.1 As a condition for the Port’s consent to any assignment, sublease or license, the Port may require that the assignee, sublessee or licensee remit directly to the Port on a monthly basis, all monies due to Concessionaire by said assignee, sublessee or licensee (except with specified justification respect to outline good faith basis for not withholding consent unreasonablyexcess rentals otherwise due Concessionaire pursuant to Section 15.2). In addition, as a condition to ▇▇▇▇▇▇▇▇the Port’s consent to any Transfer assignment, sublease or license of this Lease Agreement or the Premises shall be the delivery to Landlord the Port of a true copy of the fully executed instrument of Transfer assignment, sublease or license and an agreement executed by the assignee, sublessee or other transferee licensee in form and substance reasonably satisfactory to Landlord the Port and expressly enforceable by Landlordthe Port, whereby the assignee assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease Agreement and perform all the obligations of Tenant hereunder Concessionaire hereunder. 15.1.2 In the event of any assignment, Concessionaire and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Agreement and consents that the Port may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Agreement and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Concessionaire; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Concessionaire and of each respective assignor. 15.1.3 Concessionaire agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Agreement, then the subtenant or licensee, at the request of the Port, will attorn to the assigned Port and the sublessee or subleased portion licensee, if the Port so requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or licensee in such circumstances only by privity of estate. Nothing herein shall be deemed to require the Premises. Port to accept such attornment. 15.1.4 No Transfer assignment, subletting or license by Tenant Concessionaire shall relieve Tenant or Guarantor Concessionaire of any obligation under this LeaseAgreement, including TenantConcessionaire’s obligation to pay Base Rent and Additional Rent or any other sum hereunder. Any purported Transfer assignment, subletting or license contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord the Port to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer subletting. 15.1.5 Concessionaire shall reimburse the Port in the sum of this Lease Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Concessionaire for consent to a related an assignment, subletting or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferlicense.

Prohibition. Tenant shall not assignnot, mortgage, pledge directly or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)indirectly, without the prior written consent of Landlord, which shall not be unreasonably withheldassign (including without limitation any assignment by operation of law) this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant (but subject to the following concerning a “Consolidation Allowed Sublease”). Tenant shall, at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed No assignee or subtenant includingof Tenant shall have a right further to assign this Lease or sublease the Premises, without limitation, and all money and other economic consideration to be paid by the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt as a result of all required information to elect one an assignment or sublease in excess of the following: total amount of rent which Tenant is obligated to pay to Landlord under this Lease (aprorated to reflect the rent allocable to the portion of the Premises subject to such assignment or sublease) shall be paid by Tenant to Landlord as additional rent. No assignment or sublease whatsoever shall release Tenant from Tenant’s obligations and liabilities under this Lease or alter the primary liability of Tenant to pay all rent and to perform all obligations to be paid and performed by T▇▇▇▇▇. Tenant shall pay to Landlord all direct costs and shall reimburse Landlord for all expenses (including without limitation reasonable attorneys’ fees) incurred by Landlord in connection with any assignment or sublease requested by T▇▇▇▇▇. Landlord may, in its reasonable discretion, consider all factors cognizable by law as reasonable to evaluate and consider in making its determination of whether to consent, including without limitation making a study of the financial wherewithal and credit of any proposed successor or subtenant and, in the case of an assignment, may require additional guaranties as appropriate to satisfy reasonable financial standards and criteria for approval. Any guaranty of an individual offered shall be joined by spouse and shall be in Landlord’s then current commercially reasonable form. Landlord may condition any consent to such proposed Transferany assignment, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to ▇upon the execution and delivery of L▇▇▇▇▇▇▇’s commercially reasonable form of instrument, executed by Landlord, T▇▇▇▇▇, the successor (assignee) tenant, and any new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns all of its rights, title and interest in and to the Lease and all moneys having been paid thereunder, including without limitation any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including without limitation for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence of insurance as called for in this Lease prior to first entry upon, on or into the Premises. Landlord may condition any consent to any Transfer of this Lease shall be sublease, upon the execution and delivery to Landlord of a true copy commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums and performance of all covenants required of Tenant under the Lease, (ii) there shall be no modifications or amendments of the fully executed instrument sublease without the prior written consent of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby (iii) the assignee assumes and agrees subtenant shall not be granted any rights of Tenant under the Lease nor the power to be bound by exercise same, (iv) it is provided that in the event of any default under the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect Lease, Landlord shall have the right to collect the rental attributable to the assigned subleased space directly from the subtenant without waiving any of Landlord’s rights against Tenant, (v) Landlord shall not be liable for, and Tenant and the subtenant shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the sublease, and (vi) nothing in the sublease will be deemed to amend or subleased modify the Lease as between Tenant and Landlord, and the subtenant will expressly confirm and acknowledge that the sublease is inferior and subordinate to the Lease in all respects. Notwithstanding the foregoing prohibition, in the event Tenant in fact consolidates all of its operations into a distinct portion of the Premises. No Transfer by Premises or into the Premises set forth in the Adjacent Lease (as defined below), then, Tenant shall relieve Tenant may sublease the portion or Guarantor the entirety of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord Premises it has vacated for such reason to any Transfer shall not constitute subtenant meeting commercially reasonable criteria as to its creditworthiness and business reputation as Tenant may reasonably elect and without necessity of securing Landlord’s advance written consent thereto (herein, a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfer“Consolidation Allowed Sublease”).

Prohibition. (a) Tenant shall not assign, mortgage, pledge assign this Lease or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by sublet any third party other than Tenant of all or any part portion of the Premises (collectively, a “Transfer”), without the prior written consent of the Landlord, which consent shall will not be unreasonably withheld. , conditioned or delayed, provided Tenant shall, is not in default under the Lease at the time Tenant requests of such request. The parties agree that it shall be reasonable for Landlord to withhold consent if Landlord is not satisfied with the consent financial condition, identity, reputation or business character of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, sublessee or if Landlord or its agents have shown any space in the name, address, nature of business, ownership, financial responsibility and standing of Project to or attempted to negotiate lease Terms with such proposed assignee or subtenant sublessee regarding other available space in the Project within the proceeding six months of the proposed amendment. Any change in the majority ownership, interest or control of Tenant, if Tenant is a corporation, partnership, limited liability company or other similar type entity, shall constitute an assignment for purposes of this Paragraph. Notwithstanding any consent by Landlord, Tenant and Guarantor(s), if any, shall remain jointly and severally liable (along with each approved assignee and sublessee, which shall automatically become liable for all obligations of Tenant hereunder with respect to that portion of the Premises so transferred), and Landlord shall have not less than ten (10) business days after receipt be permitted to enforce the provisions of all required information to elect one of the following: (a) consent to such proposed Transferthis Lease directly against Tenant, Guarantor, if applicable, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablyany assignee or sublessee without proceeding in any way against any other party. In additionthe event of an assignment, as a condition to contemporaneously with the granting of ▇▇▇▇▇▇▇▇’s consent consent, Tenant shall cause the assignee to any Transfer of this Lease shall be the delivery expressly assume in writing and agree to Landlord of a true copy perform all of the fully executed instrument of Transfer covenants, duties and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder and such assignee shall be jointly and severally liable therefore along with ▇▇▇▇▇▇. No usage of the Premises different from the usage provided for in Paragraph 1 above shall be permitted, and all other Terms and provisions of the Lease shall continue to apply after such assignment or sublease, provided however, Landlord’s consent shall not be required with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer sublease of this Lease all or any portion of the Premises to a related or affiliated entity any affiliate of Tenant, so long as that related or affiliated entity of successor by merger consolidation, sale, or acquisition, provided Landlord is given notice thereof and further provided Tenant is under majority ownership not released from its liability hereunder, and control the assignee or sublessee has a tangible net worth exclusive of good will equal to or greater than that of Tenant. (b) Notwithstanding any other provision of Paragraph 9 to the contrary, and for which Tenant shall provide have the right to assign this Lease or sublet the Premises or any portion thereof, without the consent of Landlord (but with prior written notice to Landlord upon Landlord), to any entity (i) which will continue to use the Premises solely for the Permitted Use and otherwise in a manner compatible with the Project and (ii)(A) controlling, controlled by or under common control with Tenant, or (B) that is Tenant’s successor through merger, reorganization or consolidation as long as the successor entity has a net worth at the time of such assignment that is equal to or transfergreater than the net worth of Tenant immediately prior to such transaction, or (C) that acquires substantially all of the assets of Tenant as long as such acquiring entity has a net worth at the time of such assignment that is equal to or greater than the net worth of Tenant immediately prior to such transaction (a “Permitted Assignment or Sublease”).

Prohibition. Tenant Lessee shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, license, assign, license or permit occupancy by any third party other than Tenant Lessee of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, which the Port in each instance. Lessee shall not be unreasonably withheld. Tenant shall, at the time Tenant the Lessee requests the consent of Landlordthe Port, deliver to Landlord the Port such information in writing as Landlord the Port may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than ten licensee. Within twenty (1020) business days after receipt of all required information to information, the Port shall, in its sole discretion, elect one of the following: (a) to consent to such proposed Transferassignment, sublease or license or (b) to refuse such consent. 12.1.1 As a condition for the Port’s consent to any assignment, encumbrance or sublease, the Port may require that the assignee, sublessee or licensee remit directly to the Port on a monthly basis, all monies due to Lessee by said assignee, sublessee or licensee (except with specified justification respect to outline good faith basis for not withholding consent unreasonablyexcess rentals otherwise due Lessee pursuant to Section 12.2). In addition, as a condition to ▇▇▇▇▇▇▇▇the Port’s consent to any Transfer assignment, sublease or license of this Lease or the Premises shall be the delivery to Landlord the Port of a true copy of the fully executed instrument of Transfer assignment, sublease or license and an agreement executed by the assignee, sublessee or other transferee licensee in form and substance reasonably satisfactory to Landlord the Port and expressly enforceable by Landlordthe Port, whereby the assignee assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder Lessee hereunder. 12.1.2 In the event of any assignment, ▇▇▇▇▇▇ and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Lease and consents that the Port may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Lease and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Lessee; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Lessee and of each respective assignor. 12.1.3 Lessee agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Lease then the subtenant or licensee, at the request of the Port, will attorn to the assigned Port and the sublessee or subleased portion licensee, if the Port so requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or licensee in such circumstances only by privity of estate. Nothing herein shall be deemed to require the Premises. Port to accept such attornment. 12.1.4 No Transfer assignment, subletting or license by Tenant Lessee shall relieve Tenant or Guarantor Lessee of any obligation under this Lease, including Tenant▇▇▇▇▇▇’s obligation to pay Base Rent and Additional Rent or any other sum hereunder. Any purported Transfer assignment, subletting or license contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord the Port to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer subletting. 12.1.5 Lessee shall reimburse the Port in the sum of this Lease Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by ▇▇▇▇▇▇ for consent to a related an assignment, subletting or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferlicense.

Prohibition. Tenant shall not assigncovenants and agrees that neither this Lease nor the estate hereby granted, mortgagenor any interest herein or therein, pledge will be assigned (collaterally, conditionally or otherwise), mortgaged, pledged, encumbered or otherwise transfer transferred, whether voluntarily, involuntarily, by operation of law or encumber this Leaseotherwise, and that neither the Premises nor the Property, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or be sublet (which term, without limitation, shall include granting of concessions, licenses, use and occupancy agreements and the like) in whole or in part, nor sublet, license, assign, or permit occupancy be offered or advertised for assignment or sublease by any third party other than Tenant of all or any part person acting on behalf of the Premises (collectively, a “Transfer”)Tenant, without in each case, the prior written consent of Landlord, which which, in the case of a proposed assignment or subletting, shall not be unreasonably withheld, delayed or conditioned. Tenant shallfurther agrees that notwithstanding any assignment or sublet of any or all of Tenant’s interest in this Lease (irrespective of whether or not Landlord’s consent is required therefor), at 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 Landlord to a particular assignment, sublease or occupancy or other act, from time to time, for which Landlord’s consent is required pursuant to this ARTICLE 8 shall not in any way diminish the prohibition stated in this Section 8.1 as to any such further assignment, sublease or occupancy or other act or the continuing liability of the original named Tenant requests or of any assignee from time to time. Notwithstanding the foregoing, it is agreed that Landlord’s consent to any assignment of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting this Lease or sublease of any portion of the Premises shall not be considered unreasonably withheld if the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the followingsubtenant: (a) consent is a governmental entity; (b) is an occupant of the Building; (c) whether or not an occupant of the Building, has been in discussions with Landlord regarding the leasing of space within the Building within the preceding six (6) month period; (d) is incompatible with the character of occupancy of the Building; (e) is an entity with which the payment for the sublease or assignment is determined in whole or in part based upon its net income or profits; or (f) would subject the Premises to such proposed Transfera use which would (i) involve increased personnel or wear upon the Building, (ii) violate any exclusive right granted to another tenant of the Building, (iii) require any addition to or modification of the Premises or the Building in order to comply with building code or other Applicable Laws, (iv) involve or otherwise require any irregular Alterations or demising of the Premises without Tenant’s express written agreement to restore and/or remove the same upon the expiration of the Term, or (bv) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as involve a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer violation of the Permitted Use clause of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfer.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, which shall not may be unreasonably withheldwithheld or conditioned by Landlord in its sole discretion. Tenant shall, shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten twenty (1020) business days after receipt of all required information to elect one of the following: ; (a) consent to such proposed Transferassignment, encumbrance or sublease, or (b) refuse such consent consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with specified justification respect to outline good faith basis for not withholding consent unreasonablythe portion of the Premises proposed to be subleased, as applicable. In addition, as a condition to ▇▇▇▇▇▇▇▇Landlord’s consent to any Transfer assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer assignment or subletting contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transferassignment of subletting. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed Assignment or sublease, not to Landlord upon the assignment or transferexceed $1500 per request.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant’s reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use set forth in Section 4 above; therefore, Tenant shall not assign, mortgage, pledge voluntarily or by operation of law: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the Premises same to be used or occupied by anyone other than Tenant; or (collectivelyc) mortgage, a “Transfer”)pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shall, at conditioned or delayed; provided, however, Landlord shall not be deemed to be unreasonable in withholding its consent to any proposed assignment or subletting if: (i) in the time Tenant requests reasonable judgment of Landlord the consent transferee is of Landlorda character or is engaged in a business which is not in keeping with the standards of Landlord for the Building; (ii) in the reasonable judgment of Landlord any purpose for which the transferee intends to use the Premises is not in keeping with the standards of Landlord for the Building; provided in no event may any purpose for which transferee intends to use the Premises be in violation of this Lease; (iii) the portion of the Premises subject to any subletting is not regular in shape with appropriate means of entering and exiting, deliver including adherence to Landlord Applicable Laws, or is not otherwise suitable for the normal purposes associated with such information in writing as Landlord may reasonably require respecting a subletting;(iv) the proposed assignee does not have net worth equal to or subtenant includinggreater than Tenant’s net worth as of the date of this Lease, subject to adjustment in the same percentage proportion as the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for Urban Wage Earners and Clerical Workers in Milwaukee Wisconsin; (v) any Event of Default on the part of Tenant has occurred and is continuing beyond any applicable cure period. Any purported assignment, mortgage, transfer, pledge or sublease made without limitation, the name, address, nature prior written consent of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablybe absolutely null and void. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary consent by Landlord to the provisions hereof without a 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 void and an Event of Default by Tenantrequired in all such instances. The No consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease sublease shall be deemed to a related or affiliated entity of Tenant, so long as that related or affiliated entity of release Tenant is under majority ownership from its obligations hereunder and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferremain fully liable for performance of all obligations under this Lease.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole assign or in partany manner transfer this Lease or any interest therein, nor subletor sublet or license the Premises (other than the permitted encumbrance of the leasehold estate as referenced in Exhibit "J" attached hereto, license, assignwhich encumbrance is approved by Landlord) or any part or parts thereof, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectivelythereof by anyone with, a “Transfer”)through or under it, without the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed. Tenant shallIn the event that Landlord fails to approve the proposed assignment, at subletting or licensing of the time Premises (in whole or in part) within twenty (20) days from and after the date that Landlord receives Tenant's request to assign, sublet or license the Premises, and provided the request for approval is given in compliance with the notice provisions of this Lease, then such assignment, subletting or licensing of the Demised Premises shall be deemed to have not been approved by Landlord. If Tenant requests Landlord's consent to a specific assignment or sublease, Tenant will give Landlord (i) the name and address of the proposed assignee or subtenant, (ii) the basic terms of the proposed assignment or sublease, and (iii) reasonably satisfactory information about the nature, financial condition, business and business history of the proposed assignee or subtenant, and its proposed initial use of the Premises. Consent by Landlord to one or more assignments or subletting shall not operate as a waiver of Landlord's rights as to any proposed subsequent assignments or sublettings. Should the Demised Premises be occupied in whole or in part by anyone other than Tenant without the express prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting nevertheless collect rent from the proposed assignee assignee, sublessee, mortgagee or subtenant includingother party to whom the leasehold interest was transferred and apply the net amount collected to the Rent payable hereunder, without limitation, the name, address, nature but no such transaction or collection of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Rent through application thereof by Landlord shall have not less than ten (10) business days after receipt be deemed to waive the provisions hereof or release Tenant from the further performance by Tenant of all required information to elect one of the following: (a) consent to such proposed Transferits covenants, duties and obligations hereunder. Any request for an assignment or (b) refuse such consent subletting consideration must be accompanied with specified justification to outline good faith basis for not withholding consent unreasonablya $500.00 non-refundable processing fee. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease Tenant shall be the delivery responsible to reimburse Landlord of a true copy of the fully executed instrument of Transfer for all costs and an agreement executed expenses incurred by the assignee, sublessee Landlord in connection with such assignment or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Leasesubletting request, including Tenant’s obligation to pay Base Rent without limitation, reasonable attorney's fees, which sum will be due and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and payable within thirty (30) days after Tenant receives an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity invoice for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferexpenses.

Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, “assignment”), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, license, assign, sublet or permit occupancy by any third party person other than Tenant of all or any part portion of the Premises (collectively, a “Transfer”), without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shallhereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant or to tenants generally of such types of buildings, at unless the time proposed sublessee or assignee shall (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord’s written consent thereto, and (b) comply with all Landlord’s conditions for or contained in such consent, including without limitation, requirements for security to assure the lien-free completion of such improvements. If Tenant requests seeks to sublet or assign all or any portion of the consent of LandlordPremises, Tenant shall deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than at least ten (10) business days after receipt prior to the proposed commencement of all required information to elect one of the sublease or assignment (the “Proposed Effective Date”) the following: (ai) consent the name of the proposed assignee or sublessee; (ii) such information as to such proposed Transferassignee’s or sublessee’s financial responsibility and standing as Landlord may reasonably require; and (iii) the aforementioned plans and specifications, if any. Within ten (10) days after Landlord’s receipt of a written request from Tenant that Tenant seeks to sublet or assign all or any portion of the Premises, Landlord shall deliver to Tenant a copy of Landlord’s standard form of Consent by Landlord to an assignment or sublease (b) refuse such consent with specified justification to outline good faith basis as applicable), which instrument shall be utilized for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇Landlord’s consent to any Transfer of this Lease each proposed sublease or assignment (as applicable). Any proposed assignment or sublease shall be the delivery to Landlord of include a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant’s obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for Landlord’s actual and provisions reasonable legal and other out-of-pocket expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease or assignment (1) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the case may be, more than fifty percent (50%) of the rentable square feet of the Premises and (2) is for the entire period remaining in the Term of this Lease, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease and perform all the obligations of Tenant hereunder with respect to the assigned proposed sublease or subleased portion assignment space, or, if the proposed sublease or assignment space covers all the Premises, it shall serve to terminate the entire term of this Lease in either case, as of the Proposed Effective Date. However, not 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 Tenant 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 assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant’s part to be performed or complied with, for the term of this Lease. No Transfer by assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall relieve not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord’s accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted sublessee or Guarantor a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and all actions or omissions by the personnel of Landlord’s accounting department shall not be considered as acceptance by Landlord of any obligation under proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord’s prior written consent to any such subletting or assignment, and any such actions or omissions by the personnel of Landlord’s accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. Any and all options, rights of first refusal, rights of first offer, tenant improvement allowances and other similar rights granted to Tenant in this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer if any, shall not constitute be assignable by Tenant (except as part of a waiver of the necessity for such consent to any subsequent Permitted Transfer. ‘The restrictions , as defined below) unless expressly authorized in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferwriting by Landlord.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, license, assign, license or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, which shall not be unreasonably withheldthe Port in each instance. Tenant shall, shall at the time the Tenant requests the consent of Landlordthe Port, deliver to Landlord the Port such information in writing as Landlord the Port may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than ten licensee. Within twenty (1020) business days after receipt of all required information to information, the Port shall, in its sole discretion, elect one of the following: (a) to consent to such proposed Transferassignment, sublease or license or (b) to refuse such consent. 21.1.1 As a condition for the Port’s consent to any assignment, encumbrance or sublease, the Port may require that the assignee, sublessee or licensee remit directly to the Port on a monthly basis, all monies due to Tenant by said assignee, sublessee or licensee (except with specified justification respect to outline good faith basis for not withholding consent unreasonablyexcess rentals otherwise due Tenant pursuant to Section 21.2). In addition, as a condition to ▇▇▇▇▇▇▇▇the Port’s consent to any Transfer assignment, sublease or license of this Lease Amended and Restated Agreement or the Premises shall be the delivery to Landlord the Port of a true copy of the fully executed instrument of Transfer assignment, sublease or license and an agreement executed by the assignee, sublessee or other transferee licensee in form and substance reasonably satisfactory to Landlord the Port and expressly enforceable by Landlordthe Port, whereby the assignee assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease Amended and Restated Agreement and perform all the obligations of Tenant hereunder hereunder. 21.1.2 In the event of any assignment, Tenant and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Amended and Restated Agreement and consents that the Port may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Amended and Restated Agreement and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Tenant; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Tenant and of each respective assignor. 21.1.3 Tenant agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Amended and Restated Agreement then the subtenant or licensee, at the request of the Port, will attorn to the assigned Port and the sublessee or subleased portion licensee, if the Port so requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or licensee in such circumstances only by privity of estate. Nothing herein shall be deemed to require the Premises. Port to accept such attornment. 21.1.4 No Transfer assignment, subletting or license by Tenant shall relieve Tenant or Guarantor of any obligation under this LeaseAmended and Restated Agreement, including Tenant’s obligation to pay Base Rent and Additional Rent Rent, fees or other amount due hereunder. Any purported Transfer assignment, subletting or license contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord the Port to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which subletting. 21.1.5 Tenant shall provide written notice reimburse the Port in the sum of Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Tenant for consent to Landlord upon the assignment an assignment, subletting or transferlicense.

Prohibition. Tenant Lessee shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, license, assign, license or permit occupancy by any third party other than Tenant Lessee of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, which the Port in each instance. Lessee shall not be unreasonably withheld. Tenant shall, at the time Tenant the Lessee requests the consent of Landlordthe Port, deliver to Landlord the Port such information in writing as Landlord the Port may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than ten licensee. Within twenty (1020) business days after receipt of all required information to information, the Port shall, in its sole discretion, elect one of the following: (a) to consent to such proposed Transferassignment, sublease or license or (b) to refuse such consent. 16.1.1 As a condition for the Port’s consent to any assignment, encumbrance or sublease, the Port may require that the assignee, sublessee or licensee remit directly to the Port on a monthly basis, all monies due to Lessee by said assignee, sublessee or licensee (except with specified justification respect to outline good faith basis for not withholding consent unreasonablyexcess rentals otherwise due Lessee pursuant to Section 16.2). In addition, as a condition to ▇▇▇▇▇▇▇▇the Port’s consent to any Transfer assignment, sublease or license of this Lease or the Premises shall be the delivery to Landlord the Port of a true copy of the fully executed instrument of Transfer assignment, sublease or license and an agreement executed by the assignee, sublessee or other transferee licensee in form and substance reasonably satisfactory to Landlord the Port and expressly enforceable by Landlordthe Port, whereby the assignee assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder Lessee hereunder. 16.1.2 In the event of any assignment, Lessee and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Lease and consents that the Port may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Lease and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Lessee; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Lessee and of each respective assignor. 16.1.3 Lessee agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Lease then the subtenant or licensee, at the request of the Port, will attorn to the assigned Port and the sublessee or subleased portion licensee, if the Port so requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or licensee in such circumstances only by privity of estate. Nothing herein shall be deemed to require the Premises. Port to accept such attornment. 16.1.4 No Transfer assignment, subletting or license by Tenant Lessee shall relieve Tenant or Guarantor Lessee of any obligation under this Lease, including TenantLessee’s obligation to pay Base Rent and Additional Rent or any other sum hereunder. Any purported Transfer assignment, subletting or license contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord the Port to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer subletting. 16.1.5 Lessee shall reimburse the Port in the sum of this Lease Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Lessee for consent to a related an assignment, subletting or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferlicense.

Prohibition. Tenant shall not assign, convey, mortgage, pledge pledge, encumber or otherwise transfer this Lease or encumber this Leaseany interest therein, in whole sublet the Premises or in part, nor sublet, license, assignany part thereof, or permit the use or occupancy by any third party other than Tenant of all the Premises or any part of the Premises (collectively, a “Transfer”)thereof by anyone other than Tenant, without the receiving Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld. Tenant shall, at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee withheld or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunderdelayed. Any purported Transfer contrary to the provisions hereof without consent transfer, encumbrance, pledge, mortgage, assignment or subletting not in compliance herewith shall be void and an Event of Default no force or effect. In the event of any assignment, subletting, transfer or occupancy by someone other than Tenant. The consent , whether or not expressly or impliedly approved by Landlord to any Transfer shall not constitute a waiver Landlord, Tenant shall, nevertheless, at all times, remain fully responsible and jointly and severally liable for the payment of the necessity rent and for such consent to any subsequent Transfercompliance with all other obligations imposed upon Tenant under the terms, provisions and covenants of this Lease. ‘The restrictions in this Section 15.1 shall not apply to any Any assignment or transfer sublease shall contain a provision whereby the assignee or subtenant agrees to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenantthe extent applicable, and for which Tenant shall provide written notice deliver to Landlord, promptly after execution, an executed copy of each assignment or sublease and an agreement of compliance by each assignee or subtenant. Any sublease shall also contain a provision that in the event of default by Tenant hereunder and a termination of this Lease by Landlord, such subtenant shall, at Landlord's option, attorn to Landlord upon as if Landlord were the assignment or transferlessor under the sublease.

Prohibition. Tenant Concessionaire shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, license, assign, license or permit occupancy by any third party other than Tenant Concessionaire of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, which the Port in each instance. Concessionaire shall not be unreasonably withheld. Tenant shall, at the time Tenant the Concessionaire requests the consent of Landlordthe Port, deliver to Landlord the Port such information in writing as Landlord the Port may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than ten licensee together with the proposed form of assignment, sublease or license. Within thirty (1030) business days after receipt of all required information to information, the Port shall, in its sole discretion, elect one of the following: (ai) to consent to such proposed Transferassignment, sublease or license, (ii) buyout Concessionaire’s interest in the Agreement as provided in Section 15.3, or (biii) refuse such disapprove the assignment, sublease or license, setting forth the grounds for doing so. 15.1.1 As a condition for the Port’s consent to any assignment, sublease or license, the Port may require that the assignee, sublessee or licensee remit directly to the Port on a monthly basis, all monies due to Concessionaire by said assignee, sublessee or licensee (except with specified justification respect to outline good faith basis for not withholding consent unreasonablyexcess rentals otherwise due Concessionaire pursuant to Section 15.2). In addition, as a condition to ▇▇▇▇▇▇▇▇the Port’s consent to any Transfer assignment, sublease or license of this Lease Agreement or the Premises shall be the delivery to Landlord the Port of a true copy of the fully executed instrument of Transfer assignment, sublease or license and an agreement executed by the assignee, sublessee or other transferee licensee in form and substance reasonably satisfactory to Landlord the Port and expressly enforceable by Landlordthe Port, whereby the assignee assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease Agreement and perform all the obligations of Tenant hereunder Concessionaire hereunder. 15.1.2 In the event of any assignment, Concessionaire and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Agreement and consents that the Port may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Agreement and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Concessionaire; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Concessionaire and of each respective assignor. 15.1.3 Concessionaire agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Agreement or the Port should buy out Concessionaire’s interest pursuant to Section 15.3, then the subtenant or licensee, at the request of the Port, will attorn to the assigned Port and the sublessee or subleased portion licensee, if the Port so requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or licensee in such circumstances only by privity of estate. Nothing herein shall be deemed to require the Premises. Port to accept such attornment. 15.1.4 No Transfer assignment, subletting or license by Tenant Concessionaire shall relieve Tenant or Guarantor Concessionaire of any obligation under this LeaseAgreement, including TenantConcessionaire’s obligation to pay Base Rent and Additional Rent or any other sum hereunder. Any purported Transfer assignment, subletting or license contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord the Port to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer subletting. 15.1.5 Concessionaire shall reimburse the Port in the sum of this Lease Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Concessionaire for consent to a related an assignment, subletting or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferlicense.

Prohibition. Tenant shall not have the right to assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor or sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectivelyPremises, a “Transfer”), without subject to the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shall, shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility condition and standing of such proposed assignee or subtenant and Landlord shall have not less than ten twenty (1020) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transferassignment, encumbrance or sublease, (b) refuse such consent consent, or (c) elect to terminate the Lease, in the case of a proposed assignment, or elect to terminate the Lease with specified justification respect to outline good faith basis for not withholding consent unreasonablythe portion of the Premises proposed to be subleased, as applicable. In addition, as a condition to ▇▇▇▇▇▇▇▇’s Landlord's consent to any Transfer assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s 's obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer assignment or subletting contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfersubletting.

Prohibition. Tenant shall not assign, mortgage, pledge assign this Lease or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by sublet any third party other than Tenant of all or any part portion of the Premises (collectively, a “Transfer”), without the prior written consent of the Landlord, which consent shall not be unreasonably withheld. withheld or delayed, provided Tenant shall, is not in default beyond any applicable grace period under the Lease at the time Tenant requests of such request. The parties agree that it shall be reasonable for Landlord to withhold consent if (i) Landlord is not reasonably satisfied with the consent identity, reputation or business character of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant includingsublessee, without limitation(ii) the proposed assignee or sublessee is an existing tenant of the Project, (iii) the nameidentity of or the use contemplated by the proposed assignee or sublessee would violate an exclusive given by Landlord to another tenant, address(iv) the proposed assignee or sublessee is a governmental subdivision or agency or any person or entity who enjoys diplomatic or sovereign immunity, nature of business, ownership, financial responsibility and standing of or (v) if Landlord or its agents have delivered a term sheet to such proposed assignee or subtenant and Landlord shall have not less than ten sublessee regarding other available space in the Project within the preceding six (106) business days after receipt of all required information to elect one months of the following: (a) consent to such proposed Transferassignment or sublease. Any change in the majority ownership, interest or (b) refuse such consent with specified justification to outline good faith basis control of Tenant, if Tenant is a corporation, partnership, limited liability company or other similar type entity, shall constitute an assignment for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer purposes of this Lease shall be Paragraph to the delivery to Landlord of extent that Tenant is not a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable publicly traded company. Notwithstanding any consent by Landlord, whereby the Tenant shall remain jointly and severally liable (along with each approved assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform sublessee, which shall automatically become liable for all the obligations of Tenant hereunder with respect to the assigned or subleased that portion of the PremisesPremises so transferred), and Landlord shall be permitted to enforce the provisions of this Lease directly against Tenant or any assignee or sublessee without proceeding in any way against any other party. In the event of an assignment, contemporaneously with the granting of Landlord's consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties and obligations of Tenant hereunder and such assignee shall be jointly and severally liable therefore along with Tenant. No Transfer usage of the Premises different from the usage provided for in Paragraph 1 above shall be permitted, and all other terms and provisions of the Lease shall continue to apply after such assignment or sublease. Notwithstanding any provision in the Lease to the contrary, Tenant may assign this Lease or sublease part or all of the Premises without Landlord's consent to: (i) any corporation, limited liability company, or partnership that controls, is controlled by, or is under common control with, Tenant, or (ii) any corporation or limited liability company resulting from the merger or consolidation with Tenant or to any entity that acquires all of Tenant's assets as a going concern of the business that is being conducted on the Premises (collectively, an “Affiliate”); provided that (a) Tenant remains liable under the Lease, (b) Tenant provides Landlord notice of the assignment and/or sublease at least fifteen (15) days prior to the effective date, to the extent Tenant is permitted to do so under applicable law, together with current financial statements of the Affiliate certified by an executive officer of the Affiliate, and (c) Tenant delivers to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant shall relieve and the Affiliate, except in the event of a merger by operation of law, together with a certificate of insurance evidencing the Affiliate’s compliance with the insurance requirements of Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfer.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, Landlord in each instance which consent shall not be unreasonably withheldwithheld or delayed. Tenant shall, shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten twenty (1020) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transferassignment, encumbrance or sublease, or (b) refuse such consent consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with specified justification respect to outline good faith basis for not withholding consent unreasonablythe portion of the Premises proposed to be subleased, as applicable. In addition, as a condition to ▇▇▇▇▇▇▇▇Landlord’s consent to any Transfer assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer assignment or subletting contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transferassignment of subletting. ‘The restrictions Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in this Section 15.1 shall not apply to reviewing any proposed assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfersublease.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant’s reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in Section 4.1 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the Premises same to be used or occupied by anyone other than Tenant; or (collectivelyc) mortgage, a “Transfer”)pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which shall not consent may be unreasonably withheldgiven or withheld in Landlord’s sole, but reasonable, discretion. Tenant shallAny purported assignment, at mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablybe absolutely null and void. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary consent by Landlord to the provisions hereof without a 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 void and an Event of Default by Tenantrequired in all such instances. The No consent by Landlord to any Transfer assignment or sublease shall be deemed to release Tenant from its obligations hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. Notwithstanding the foregoing, Tenant shall be permitted to assign or sublease any portion of the Premises to its parent corporation or to any wholly-owned subsidiary or to any successor in interest to Tenant or to an entity resulting from the merger of Tenant into such entity or to any entity acquiring all or substantially all of Tenant’s assets or common stock (each a “Permitted Assignee”) of Tenant without Landlord’s prior written consent; provided, however, that in the event or an assignment or sublease to a Permitted Assignee, Tenant must notify Landlord in writing of such assignment or sublease no later than thirty (30) days prior to such Permitted Assignee occupying all or any portion of the Premises; further, provided, that Tenant shall remain fully liable for performance of all obligations under this Lease; and further, provided, that such Permitted Assignee shall not constitute a waiver be permitted to use the Premises in violation of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership 1.8 and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferSection 4.1.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, license, assign, license or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, which shall not be unreasonably withheldLandlord in each instance. Tenant shall, shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than licensee. Within ten (10) business days after receipt of all required information to information, Landlord shall, in its sole discretion, elect one of the following: (a) to consent to such proposed Transferassignment, sublease or license or (b) to refuse such consent. 15.1.1. As a condition for ▇▇▇▇▇▇▇▇’s consent to any assignment, encumbrance or sublease, Landlord may require that the assignee, sublessee or licensee remit directly to Landlord on a monthly basis, all monies due to Tenant by said assignee, sublessee or licensee (except with specified justification respect to outline good faith basis for not withholding consent unreasonablyexcess rentals otherwise due Tenant pursuant to Section 15.2). In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer assignment, sublease or license of this Lease or the Premises shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer assignment, sublease or license and an agreement executed by the assignee, sublessee or other transferee licensee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder hereunder. 15.1.2. In the event of any assignment, Tenant and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Lease and consents that Landlord may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Lease and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Tenant; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Tenant and of each respective assignor. 15.1.3. Tenant agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Lease then the subtenant or licensee, at the request of Landlord, will attorn to Landlord and the sublessee or licensee, if Landlord so requests, shall continue in effect with Landlord, but Landlord shall be bound to the assigned subtenant or subleased portion licensee in such circumstances only by privity of the Premisesestate. Nothing herein shall be deemed to require Landlord to accept such attornment. 15.1.4. No Transfer assignment, subletting or license by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant▇▇▇▇▇▇’s obligation to pay Base Rent and Additional Rent or any other sum hereunder. Any purported Transfer assignment, subletting or license contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which subletting. 15.1.5. Tenant shall provide written notice reimburse Landlord in the sum of Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by Landlord in connection with any request by Tenant for consent to Landlord upon the assignment an assignment, subletting or transferlicense.

Prohibition. Tenant shall not assignnot, mortgage, pledge directly or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)indirectly, without the prior written consent of Landlord, Landlord (which consent shall not be unreasonably withheld, delayed or conditioned), assign this Lease or any interest herein or sublease the 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 consent shall not be unreasonably withheld, delayed or conditioned), pledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without 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 time option of Landlord, constitute a default that entitles Landlord to terminate this Lease. Notwithstanding anything to the contrary contained herein, Tenant requests 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 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 sublease and that Landlord will have the right to enforce such covenants directly against assignee or subtenant. Any purported assignment or 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, deliver to Landlord such information in writing as Landlord may reasonably require respecting remain liable for the proposed performance by any assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfercovenants.

Prohibition. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 12 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Lease Term as the same may be realized by any transfer of said estate. Tenant shall not directly or indirectly, voluntarily or involuntarily assign, mortgage, pledge mortgage or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part portion of its interest in this Lease or in the Premises (collectively, a “Transfer”)"ASSIGNMENT") or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any portion thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shall, at the time Tenant requests the consent of Landlordand any such attempted assignment, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee subletting, mortgage or subtenant including, other encumbrance without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification shall be null and void and of no effect. The acceptance of rent by Landlord from any other person shall not be deemed to outline good faith basis for not withholding consent unreasonably. In addition, as be a condition waiver by Landlord of any provision of this Lease or to ▇▇▇▇▇▇▇▇’s be a consent to any Transfer Assignment or Sublease. If Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, any transfer, assignment or hypothecation or any stock or interest in such corporation, association, limited liability company or partnership in the aggregate in excess of forty percent (40%), or any other transfer which results in a change in the effective control of such entity (such as a change of the general partner or a change in the ownership of the general partner of a limited partnership), shall be deemed an Assignment of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfer.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectivelyall of the foregoing, a “Transfer”), without the prior written consent of Landlord, which shall may not be unreasonably withheld. Tenant shall, shall at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten twenty (1020) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transferassignment, encumbrance or sublease, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablyconsent. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and hereunder except for an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfer.replacement guarantor described in Section

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use set forth in Section 4 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the Premises same to be used or occupied by anyone other than Tenant; or (collectivelyc) mortgage, a “Transfer”)pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shallAny purported assignment, at mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt be absolutely null and void and of all required information to elect one of the following: (a) consent to such proposed Transfer, no legal force or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablyeffect. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary consent by Landlord to the provisions hereof without a 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 void and an Event of Default by Tenantrequired in all such instances. The Any consent by Landlord to any Transfer assignment or sublease shall not be deemed to release Tenant from its obligation hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. In the event that Landlord elects to reject any proposed sublease or assignment, the Tenant's sole and exclusive remedy shall be to seek a declaratory judgment against Landlord so as to enable Tenant to avoid a termination of this Lease. Any violation of the provisions of this Section 8.1 shall constitute a waiver of the necessity for such consent to any subsequent Transferdefault under this Lease. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfer.(SEE SPECIAL STIPULATION 4)

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in Section 4.1 above; therefore, except as hereinafter provided, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the Premises same to be used or occupied by anyone other than Tenant; or (collectivelyc) mortgage, a “Transfer”)pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which shall not consent may be unreasonably withheldgiven or withheld in Landlord's sole, but reasonable, discretion. Tenant shallAny purported assignment, at mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information (or otherwise in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility accordance with this Lease) shall be absolutely null and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablyvoid. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary required consent by Landlord to the provisions hereof without a 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 void and an Event of Default by Tenantrequired in all such instances. The No consent by Landlord to any Transfer assignment or sublease shall not constitute a waiver be deemed to release Tenant from its obligations hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. Notwithstanding the provisions of this Section 8.1 to the contrary, Tenant shall have the right, without Landlord consent and free of Landlord's recapture right set forth in Section 8.4, to sublease in one or more transactions up to 35% of the necessity rentable square footage of the Premises, subject to Tenant's delivery to Landlord of an executed counterpart of any such sublease (which shall be made expressly subject and subordinate to this Lease) within 30 days after the commencement date of the term thereof. Tenant shall obtain any required municipal approval for any such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfersubletting.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, license, assign, license or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, which shall not be unreasonably withheldthe Port in each instance. Tenant shall, shall at the time the Tenant requests the consent of Landlordthe Port, deliver to Landlord the Port such information in writing as Landlord the Port may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than ten licensee. Within twenty (1020) business days after receipt of all required information to information, the Port shall, in its sole discretion, elect one of the following: (a) to consent to such proposed Transferassignment, sublease or license or (b) to refuse such consent. The Port’s failure to provide Tenant with such written consent within the stated twenty (20) day period shall constitute the Port’s refusal to consent to the proposed assignment, sublease or license. As a condition for the Port’s consent to any assignment, encumbrance or sublease, the Port may require that the assignee, sublessee or licensee remit directly to the Port on a monthly basis, all monies due to Tenant by said assignee, sublessee or licensee (except with specified justification respect to outline good faith basis for not withholding consent unreasonablyexcess rentals otherwise due Tenant pursuant to Section 21.2). In addition, as a condition to ▇▇▇▇▇▇▇▇the Port’s consent to any Transfer assignment, sublease or license of this Lease or the Premises shall be the delivery to Landlord the Port of a true copy of the fully executed instrument of Transfer assignment, sublease or license and an agreement executed by the assignee, sublessee subtenant or other transferee licensee in form and substance reasonably satisfactory to Landlord the Port and expressly enforceable by Landlordthe Port, whereby the assignee assignee, subtenant or licensee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder hereunder. In the event of any assignment, Tenant and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Lease and consents that the Port may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Lease and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Tenant; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Tenant and of each respective assignor. Tenant agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Lease then the subtenant or licensee, at the request of the Port, will attorn to the assigned Port and the subtenant or subleased portion licensee, if the Port so requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or licensee in such circumstances only by privity of estate. Nothing herein shall be deemed to require the PremisesPort to accept such attornment. No Transfer assignment, subletting or license by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent Rent, fees or other amount due hereunder. Any purported Transfer assignment, subletting or license contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord the Port to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which subletting. Tenant shall provide written notice reimburse the Port in the sum of Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Tenant for consent to Landlord upon the assignment an assignment, subletting or transferlicense.

Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, license, assign, sublet or permit occupancy by any third party person other than Tenant of all or any part portion of the Premises (collectively, a “Transfer”), collectively "sublease") without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shallhereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) beyond those requirements which are applicable to Tenant, at unless the time proposed sublessee or assignee shall (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the lien-free completion of such improvements. If Tenant requests seeks to sublet or assign all or any portion of the consent of LandlordPremises, Tenant shall deliver to Landlord 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 in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee or subtenant includingaforementioned plans and specifications, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than if any. Within ten (10) business days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or assign all required information to elect one or any portion of the following: Premises, Landlord shall deliver to Tenant a copy of Landlord's standard form of sublease or assignment agreement (a) consent to such proposed Transferas applicable), or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease which instrument shall be the delivery to Landlord of utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall reimburse Landlord for actual legal and provisions other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting to a maximum of five thousand dollars ($5,000.00). 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 and perform all as of the obligations time of the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant hereunder within fifteen (15) business days after Landlord's receipt of Tenant's written request, 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 assigned or subleased portion proposed sublease space, or, if the proposed sublease space covers all 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 Tenant 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 assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No Transfer by assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall relieve not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted sublessee or Guarantor a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and all actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord of any obligation under proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, and any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. For purposes hereof, in the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person except as provided in Section 15.4, any change in the direct or indirect ownership of Tenant (whether pursuant to one or more transfers) which results in a change of more than fifty percent (50%) in the direct or indirect ownership of Tenant shall be deemed to be an assignment within the meaning of this Section 15 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 Tenant in this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer if any, shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions be assignable by Tenant unless expressly authorized in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferwriting by Landlord.

Prohibition. Tenant shall not assign, convey, mortgage, pledge pledge, encumber or otherwise transfer this Lease or encumber this Leaseany interest therein, in whole sublet the Premises or in part, nor sublet, license, assignany part thereof, or permit the use or occupancy by any third party other than Tenant of all the Premises or any part of the Premises (collectively, a “Transfer”)thereof by anyone other than Tenant, without the receiving Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheldwithheld or delayed. A transfer by operation of law, merger or consolidation, or a change of any partnership interest in Tenant shall, at or in the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one ownership of the following: (a) consent to such proposed Transfer, voting stock of Tenant or (b) refuse such consent with specified justification to outline good faith basis any direct or indirect parent of Tenant shall be deemed an assignment for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer purposes of this Paragraph 16. Notwithstanding the foregoing, this Lease shall may be assumed by any bank or savings and loan institution or holding company thereof which acquires Tenant or is the delivery to Landlord of surviving entity after a true copy merger or consolidation involving Tenant, provided that the acquiring entity or the entity with which Tenant is merged or consolidated must have an asset size which is the same as or larger than Tenant's asset size on the date of the fully executed instrument of Transfer and an agreement executed by the assigneeacquisition, sublessee merger or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunderconsolidation. Any purported Transfer contrary to the provisions hereof without consent transfer, encumbrance, pledge, mortgage, assignment or subletting not in compliance herewith shall be void and an Event of Default no force or effect. In the event of any assignment, subletting, transfer or occupancy by someone other than Tenant. The consent , whether or not expressly or impliedly approved by Landlord to any Transfer shall not constitute a waiver Landlord, Tenant shall, nevertheless, at all times, remain fully responsible and jointly and severally liable for the payment of the necessity rent and for such consent to any subsequent Transfercompliance with all other obligations imposed upon Tenant under the terms, provisions and covenants of this Lease. ‘The restrictions in this Section 15.1 shall not apply to any Any assignment or transfer sublease shall contain a provision whereby the assignee or subtenant agrees to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenantthe extent applicable, and for which Tenant shall provide written notice deliver to Landlord, promptly after execution, an executed copy of each assignment or sublease and an agreement of compliance by each assignee or subtenant. Any sublease shall also contain a provision that in the event of default by Tenant hereunder and a termination of this Lease by Landlord, such subtenant shall, at Landlord's option, attorn to Landlord upon as if Landlord were the assignment or transferlessor under the sublease.

Prohibition. Tenant Lessee shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, license, assign, license or permit occupancy by any third party other than Tenant Lessee of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, which the Port in each instance. Lessee shall not be unreasonably withheld. Tenant shall, at the time Tenant the Lessee requests the consent of Landlordthe Port, deliver to Landlord the Port such information in writing as Landlord the Port may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than ten licensee. Within twenty (1020) business days after receipt of all required information to information, the Port shall, in its sole discretion, elect one of the following: (a) to consent to such proposed Transferassignment, sublease or license or (b) to refuse such consent. 13.1.1. As a condition for the Port’s consent to any assignment, encumbrance or sublease, the Port may require that the assignee, sublessee or licensee remit directly to the Port on a monthly basis, all monies due to Lessee by said assignee, sublessee or licensee (except with specified justification respect to outline good faith basis for not withholding consent unreasonablyexcess rentals otherwise due Lessee pursuant to Section 13.2). In addition, as a condition to ▇▇▇▇▇▇▇▇the Port’s consent to any Transfer assignment, sublease or license of this Lease or the Premises shall be the delivery to Landlord the Port of a true copy of the fully executed instrument of Transfer assignment, sublease or license and an agreement executed by the assignee, sublessee or other transferee licensee in form and substance reasonably satisfactory to Landlord the Port and expressly enforceable by Landlordthe Port, whereby the assignee assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder Lessee hereunder. 13.1.2. In the event of any assignment, Lessee and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Lease and consents that the Port may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Lease and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Lessee; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Lessee and of each respective assignor. 13.1.3. Lessee agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Lease then the subtenant or licensee, at the request of the Port, will attorn to the assigned Port and the sublessee or subleased portion licensee, if the Port so requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or licensee in such circumstances only by privity of estate. Nothing herein shall be deemed to require the PremisesPort to accept such attornment. 13.1.4. No Transfer assignment, subletting or license by Tenant Lessee shall relieve Tenant or Guarantor Lessee of any obligation under this Lease, including TenantLessee’s obligation to pay Base Rent and Additional Rent or any other sum hereunder. Any purported Transfer assignment, subletting or license contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord the Port to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer subletting. 13.1.5. Lessee shall reimburse the Port in the sum of this Lease FIVE HUNDRED DOLLARS ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Lessee for consent to a related an assignment, subletting or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferlicense.

Prohibition. Notwithstanding any other provision of this Lease, Tenant shall not not, directly or indirectly, assign, mortgage, pledge or otherwise transfer transfer, voluntarily or encumber involuntarily, this LeaseLease or any interest herein or sublet (which term without limitation, in shall include granting of concessions, licenses, and the like) or allow any other person or entity to occupy the whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises Premises, except for Permitted Transfers (collectivelyas hereinafter defined) without, a “Transfer”)in each instance, without having first received the prior written express consent of Landlord, which consent shall not be unreasonably withheld. Tenant shall, at withheld or delayed provided that (i) the time Tenant requests proposed subtenant shall have a business reputation and use which is a Permitted Use; (ii) the consent proposed subtenant has the financial ability to fulfill all of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting its obligations under the proposed assignment or sublease; and (iii) 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. 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 name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee rent or subtenant and any other consideration to be paid in respect thereto. In any case where Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer 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 amendment, modification, or extension or by any further assignment, other transfer, or subleasing of this Lease provided that after an assignment, Tenant's obligations shall be limited to those in effect at the delivery to Landlord of a true copy time of the fully executed instrument assignment. Tenant agrees to pay to Landlord, within fifteen (15) days of Transfer billing therefor, all reasonable legal and an agreement executed other out-of-pocket expenses incurred by Landlord in connection with any request to assign or sublet. It shall be a condition of the assigneevalidity of any permitted assignment or subletting that the assignee or sublessee agree directly with Landlord, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by all Tenant obligations hereunder, including, without limitation, the terms obligation to pay all Rent and provisions of other amounts provided for under this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any covenant against further assignment or other transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfersubletting.

Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, license, assign, sublet or permit occupancy by any third party person other than Tenant of all or any part portion of the Premises (collectively, a “Transfer”), without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shallhereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) beyond those requirements which are applicable to Tenant, at unless the time proposed sublessee or assignee shall (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the lien-free completion of such improvements. If Tenant requests seeks to sublet or assign all or any portion of the consent of LandlordPremises, Tenant shall deliver to Landlord 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 in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee or subtenant includingaforementioned plans and specifications, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than if any. Within ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to Land▇▇▇▇'▇ ▇▇▇▇’s consent eceipt of a written request from Tenant that Tenant seeks to sublet or assign all or any Transfer portion of this Lease the Premises, Landlord shall deliver to Tenant a copy of Landlord's standard form of sublease or assignment agreement (as applicable), which instrument shall be the delivery to Landlord of utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall reimburse Landlord for actual legal and provisions other expenses incurred by Landlord in connection with any actual or proposed 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 and perform all as of the obligations time of Tenant hereunder the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tena▇▇, ▇▇ recapture the space described in the sublease. If such recapture notice is given, it shall serve to terminate this Lease with respect to the assigned or subleased portion of proposed sublease space, or, if the proposed sublease space covers all the Premises. No Transfer by Tenant , it shall relieve Tenant or Guarantor serve to terminate the entire term of any obligation under this Lease, including Tenant’s obligation in either case as of the Proposed Effective Date. However, no termination of this Lease with respect to pay Base 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 Tenant 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 assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and Additional for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Land▇▇▇▇'▇ ▇ccounting department may process and accept Rent hereunder. Any purported Transfer contrary to payments without verifying that such payments are being made by Tenant, a permitted sublessee or a permitted assignee in accordance with the provisions hereof without consent of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and all actions or omissions by the personnel of Landlord's accounting department shall not be void and an Event of Default by Tenant. The consent considered as acceptance by Landlord of any proposed assignee or sublessee nor shall such actions or omissions be deemed to any Transfer shall not constitute be a waiver of substitute for the necessity for such requirement that Tenant obtain Landlord's prior written consent to any subsequent Transfersuch subletting or assignment, and any such actions or omissions by the personnel of Land▇▇▇▇'▇ ▇ccounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. ‘The restrictions For purposes hereof, in the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Tenant (whether pursuant to one or more transfers) which results in a change of more than fifty percent (50%) in the direct or indirect ownership of Tenant shall be deemed to be an assignment within the meaning of this Section 15 and shall be subject to all the provisions hereof. Notwithstanding the preceding sentence, Landlord acknowledges that Tenant is contemplating a merger or sale to another entity and such merger or sale shall not be deemed an Assignment hereunder, provided the net worth and financial strength of the resulting company is not materially diminished as a result of said sale or, merger. Any and all options, first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant in this Section 15.1 Lease, if any, shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of be assignable by Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferunless expressly authorized in writing by Landlord.

Prohibition. Tenant shall not assign, mortgage, pledge assign this Lease or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by sublet any third party other than Tenant of all or any part portion of the Premises (collectively, a “Transfer”), without the prior written consent of Landlord, which consent shall not be - unreasonably withheld. withheld or delayed, provided Tenant shall, is not in default under the Lease at the time Tenant requests of such request. The parties agree that it shall be reasonable for Landlord to withhold consent if: (i) Landlord is not satisfied with the consent financial condition, creditworthiness, identity, reputation, or business character of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant includingsublessee, without limitation, (ii) the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one sublessee is an existing tenant of the following: Building, (aiii) consent the identity of or the use contemplated by the proposed assignee or sublessee would violate an exclusive use right granted by Landlord to such proposed Transferanother Tenant, or (biv) refuse such the proposed assignee or sublessee is a governmental subdivision or agency or any person or entity who enjoys diplomatic or sovereign immunity. Notwithstanding any consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to by ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease , Tenant shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer remain jointly and an agreement executed by the assigneeseverally liable (along with each approved sublessee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform who shall automatically become liable for all the obligations of Tenant hereunder with respect to the assigned or subleased that portion of the PremisesPremises so transferred), and Landlord shall have the right to enforce the provisions of this Lease directly against Tenant or any sublessee without proceeding in any way against any other party. No Transfer by In the event of an assignment, Tenant shall relieve Tenant or Guarantor of any obligation only be released from joint liability under this Lease if, at the sole discretion of Landlord, the proposed assignee: (i) is deemed creditworthy, and (ii) provides a personal guarantee for the Lease, including expressly assuming in writing and agreeing to perform all of the covenants, duties, and obligations of Tenant hereunder. Tenant’s obligation to pay Base Rent and Additional Rent hereundershall cease with such assignment only upon the satisfaction of both these conditions. Any purported Transfer contrary to No use of the provisions hereof without consent Premises different from that provided for in Paragraph 1 above shall be void permitted, and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver all other terms and provisions of the necessity for such consent Lease shall continue to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to following any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfersublease.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall, shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing statements of such proposed assignee or subtenant subtenant. If Landlord receives information from Tenant regarding a proposed assignee or sublessee and Landlord determines that Landlord needs additional information, Landlord shall promptly notify of the information that Landlord requires from Tenant. Landlord shall have not less more than ten fifteen (1015) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transferassignment, encumbrance or sublease, or (b) refuse such consent consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with specified justification respect to outline good faith basis for not withholding consent unreasonablythe portion of the Premises proposed to be subleased, as applicable. In addition, as a condition to ▇▇▇▇▇▇▇▇Landlord’s consent to any Transfer assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer assignment or subletting contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transferassignment of subletting. ‘The restrictions Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, injunction or declaratory relief. Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed Assignment or sublease. Notwithstanding anything to the contrary in this Section 15.1 and so long as Tenant provides Landlord with not less than fifteen (15) days prior written notice, no prior written consent of Landlord shall not apply to be required for any assignment or sublease with (collectively, a “Permitted Transferee”): (i) a corporation or other entity into or with which Tenant is merged, reorganized or consolidated or with an entity to which all or substantially all of Tenant’s assets are transferred, provided (x) such merger, reorganization, consolidation or transfer of this Lease assets is for a valid business purpose and not principally for the purpose of transferring the leasehold estate created hereby, and (y) the assignee or successor entity has a net worth (determined in accordance with generally accepted accounting principles consistently applied) at least equal to or in excess of the net worth of Tenant immediately prior to such merger, consolidation, reorganization or transfer and Landlord has been provided with reasonable proof thereof prior to such transaction or (ii) any entity which is a related parent, subsidiary or affiliated entity affiliate of Tenant. As used herein, so long as that related the term “affiliate” means an entity controlled by, controlling or affiliated entity under common control with Tenant. For the purposes of Tenant is under majority this Section 15.1, “control” means either direct ownership and of not less than 51% of the voting control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfersuch entity.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber Notwithstanding any other provisions of this Lease, in Tenant covenants and agrees that it will not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, licenses, and the like) the whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectivelywithout, a “Transfer”)in each instance, without having first received the prior express written consent of Landlord, which shall consent the Landlord agrees not be to unreasonably withheld. Tenant shallwithhold, at condition or delay, provided that the time Tenant requests the consent of following conditions are satisfied, all in Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting 's reasonable judgment: (a) the proposed assignee or subtenant including, without limitation, sublessee proposes office operations in the name, address, nature Premises which are consistent with the image and quality of business, ownership, financial responsibility and standing of such the Building; (b) the proposed assignee or subtenant sublessee is not a governmental organization; (c) the proposed assignee or sublessee has the financial capacity necessary to carry out its obligations under this Lease or the sublease, as the case may be; (d) the operations proposed by the assignee or sublessee will not overload the Building's systems; and (e) any proposed subletting shall not result in a division of the Premises into more than two units per floor unless Tenant assumes in writing the cost and expense to restore the Premises upon the termination of this Lease. Landlord shall have not less than respond to any request for consent within thirty (30) days (ten (10) business days in the case of a subletting of one (1) floor or less), after receipt of all required information to elect one Tenant's request for consent, and if such request contains a reminder in bold print of the following: timing for response, then if Landlord does not timely respond the consent shall be deemed granted. Any assignment of this Lease (awhich term shall include the subletting of the whole or any part of the Premises other than as permitted hereunder as set forth below) by Tenant without Landlord's express consent to such proposed Transfershall be invalid, void and of no force or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablyeffect. In addition, as a condition to any case where ▇▇▇▇▇▇▇▇’s ▇ shall consent to any Transfer such assignment or subletting, the Tenant named herein shall remain fully liable for the obligations of Tenant hereunder, including without limitation, the obligation to pay the Fixed Rent and other amounts provided under this Lease Lease. Any such request shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assigneeset forth, sublessee or other transferee in form and substance detail reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the identification of the major business terms upon which proposed assignment or subletting is to be made, including, without limitation, the rent or any other consideration to be paid in respect thereto. It shall be a condition of the validity of any such assignment that the assignee assumes and agrees directly with Landlord, in form reasonably satisfactory to Landlord, to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder hereunder, including, without limitation, the obligation to pay Fixed Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting, except as expressly permitted hereunder, but such assignment or subletting shall not relieve the Tenant named herein of any of the obligations of Tenant hereunder, and ▇▇▇▇▇▇ shall remain fully liable therefor. In no event, however, shall Tenant assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the assigned benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee's or sublessee's property by a court of competent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debt. Tenant shall, within thirty days after demand, reimburse Landlord for the reasonable out-of-pocket legal fees and expenses (not to exceed $500 in any one instance) incurred by Landlord in processing any request to assign this Lease or to sublet all or any portion of the Premises, whether or not Landlord agrees thereto, and if Tenant shall fail to reimburse Landlord, the same shall be a default in Tenant's monetary obligations under this Lease. 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 ▇▇▇▇▇▇ at a rent or other consideration which exceeds the rent payable hereunder by ▇▇▇▇▇▇, or if there is a subletting of a portion of the Premises by ▇▇▇▇▇▇ at a rent in excess of the subleased portion's pro rata share of the rent payable hereunder by ▇▇▇▇▇▇ (which shall not include any consideration given for the use of furniture, telecommunications equipment or other equipment), then Tenant shall pay to Landlord, as additional rent, forthwith upon Tenant's receipt of the consideration (or the cash equivalent thereof) therefor, 50% of any such excess, after Tenant has recouped the reasonable out-of-pocket costs and expenses which Tenant has incurred in entering into such assignment or sublet. The provisions of this paragraph shall apply to each and every assignment of this Lease and each and every subletting of all or a portion of the Premises, except to a Permitted Transferee (as defined below), in each case on the terms and conditions set forth herein. For the purposes of this Section 5.1, the term "rent" shall mean all Fixed Rent, additional rent or other payments and/or consideration payable by one party to another for the use and occupancy of all or a portion of the Premises. No Transfer The provisions of this Section 5.1 relating to the necessity of Landlord's prior consent shall not, however, be applicable to an assignment of this Lease by Tenant to (i) a subsidiary (for such period of time as the stock of such subsidiary continues to be owned by Tenant, it being agreed that except as hereinafter set forth the subsequent sale or transfer of fifty percent (50%) or more of the stock of such subsidiary shall relieve be treated as if such sale or transfer were, for all purposes, an assignment of this Lease governed by the Provisions of this Section 5.1); or (ii) controlling corporation; or (iii) corporation under common control with Tenant (an "affiliate") (but if at any time such entity ceases to be an affiliate, then except as hereinafter set forth the same shall be treated as an assignment of this Lease governed by the provisions of this Section 5.1); or Guarantor (iv) to an entity which is acquiring all of Tenant's assets whether through an acquisition of assets, merger, or consolidation (each such transferee herein a "Permitted Transferee"); provided (and it shall be a condition of the validity of any such assignment) that such Permitted Transferee agree directly with Landlord to be bound by all of the obligations of Tenant hereunder, including, without limitation, the obligation to pay the rent and other amounts provided for under this Lease, including Tenant’s obligation the covenant to pay Base Rent use the Premises only for the purposes specifically permitted under this Lease and Additional Rent the covenant against further assignment except as permitted herein; but such assignment shall not relieve Tenant herein named of any of its obligations hereunder, and Tenant shall remain fully liable therefor. Any purported Transfer contrary Notwithstanding the foregoing, should Tenant enter into a sublease of a portion (being less than 50% of the floor area) of the Premises with a subsidiary or affiliate then the "spin off" of such subsidiary or affiliate through the sale of stock thereof to a third party or the provisions hereof without consent merger or consolidation of such subsidiary or affiliate with such third party where such spin off is accomplished to further the business objectives of the Tenant and not to avoid the prohibition against subletting set forth herein shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver permitted without the necessity of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 Landlord's consent, provided that (i) as herein set forth the Tenant shall not apply to any assignment or transfer of remain obligated under this Lease notwithstanding such subletting and (ii) the sublessee shall agree directly with Landlord that its sublease is subject and subordinate to a related or affiliated entity of Tenantthis Lease in all respects and that it will attorn to Landlord, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenantat Landlord's request, and should this Lease terminate for which Tenant shall provide written notice to Landlord upon the assignment or transferany reason.

Prohibition. Tenant shall not assigncovenants and agrees that neither this Lease nor the term and estate hereby granted, mortgagenor any interest herein or therein, pledge will be assigned, mortgaged, pledged, encumbered or otherwise transfer or encumber this Leasetransferred, in whole or in partand that neither the Premises, nor sublet, license, assignany part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or permit occupancy used or occupied, by any third party anyone other than Tenant of all Tenant, or for any part of the Premises (collectivelyuse or purpose other than as stated herein, a “Transfer”)or be sublet, without the prior written consent of LandlordLandlord in each and every case, which consent shall not be unreasonably withheld, delayed or conditioned. Tenant shallNot in limitation of the foregoing, at the time Tenant requests the Tenant’s request for Landlord’s consent of Landlord, deliver to Landlord such information subletting or assignment shall be submitted in writing in advance of the proposed effective date of such proposed assignment or sublease, which request shall be accompanied by the following information (the “Required Information”): (i) the name, current address and business of the proposed assignee or subtenant; (ii) the square footage and location of the portion of the Premises proposed to be so subleased or assigned; (iii) the effective date and term of the proposed assignment or subletting; and (iv) the rent and other consideration to be paid to Tenant by such proposed assignee or subtenant. Upon Landlord’s request, Tenant also shall promptly supply Landlord with such financial statements and other information as Landlord may reasonably require respecting request, prepared in accordance with generally accepted accounting principles, not more than ninety (90) days old when delivered to Landlord, indicating the net worth, liquidity and credit worthiness of the proposed assignee or subtenant including, without limitation, in order to permit Landlord to evaluate the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignment or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablysublease. In addition, as a condition the event that Tenant intends to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee assign or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned sublease fifty percent (50%) or subleased portion more of the Premises. No Transfer by , Tenant shall relieve Tenant or Guarantor of agrees to reimburse Landlord for reasonable legal fees and any obligation under this Lease, including Tenant’s obligation to pay Base Rent other reasonable expenses and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent costs incurred by Landlord to in connection with any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any proposed assignment or transfer of this Lease subletting, not to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferexceed $1,000.00 in each instance.

Prohibition. Tenant shall not assigncovenants and agrees that neither this Lease nor the term and estate hereby granted, mortgagenor any interest herein or therein, pledge will be assigned, mortgaged, pledged, encumbered or otherwise transfer or encumber this Leasetransferred, in whole or in partand that neither the Premises, nor sublet, license, assignany part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or permit occupancy used or occupied, or utilized for desk space or for mailing privileges, by any third party anyone other than Tenant of all Tenant, or for any part of the Premises (collectivelyuse or purpose other than as stated herein, a “Transfer”)or be sublet or offered or advertised for subletting, without the prior written consent of LandlordLandlord in each and every case, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything contained herein to the contrary, Tenant shall have no right to advertise on or about the Building or the Site to assign this Lease or sublet any interest hereunder. Not in limitation of the foregoing, Tenant’s request for Landlord’s consent to subletting or assignment shall be submitted in writing no later than sixty (60) days in advance of the proposed effective date of such proposed assignment or sublease, which request shall be accompanied by the following information (the “Required Information”): (i) the name, current address and business of the proposed assignee or subtenant; (ii) the precise square footage and location of the portion of the Premises proposed to be so subleased or assigned; (iii) the effective date and term of the proposed assignment or subletting; and (iv) the rent and other consideration to be paid to Tenant by such proposed assignee or subtenant. Tenant shall, at the time Tenant requests the consent of Landlord, deliver to also shall promptly supply Landlord with such financial statements and other information in writing as Landlord may reasonably require respecting request, prepared in accordance with generally accepted accounting principles, not more than ninety (90) days old when delivered to Landlord, indicating the net worth, liquidity and credit worthiness of the proposed assignee or subtenant including, without limitation, in order to permit Landlord to evaluate the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignment or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablysublease. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and Tenant agrees to be bound by the terms reimburse Landlord for legal fees and provisions of this Lease any other reasonable expenses and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent costs incurred by Landlord to in connection with any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any proposed assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfersubletting.

Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, license, assign, sublet or permit occupancy by any third party person other than Tenant of all or any part portion of the Premises (collectively, a “Transfer”), without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shallhereby agrees that Landlord may withhold its consent to any proposed sublease or assignee if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, at unless the time proposed sublessee or assignee shall (a) first deliver plans and specifications for complying with such additional requirements ant obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the lien-free completion of such improvements. If Tenant requests seeks to sublet or assign all or any portion of the consent of LandlordPremises, Tenant shall deliver to Landlord 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 in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee or subtenant includingaforementioned plans and specifications, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than if any. Within ten (10) business days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or assign all required information to elect one or any portion of the following: Premises, Landlord shall deliver to Tenant a copy of Landlord's standard form of sublease or assignment agreement (a) consent to such proposed Transferas applicable), or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease which instrument shall be the delivery to Landlord of utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual legal and provisions other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease or assignment (1) by itself or taken together with prior sublease(s) or partial assignment(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 or partial assignments is greater than fifty percent (50%) of the period remaining in the Term of this Lease and perform all as of the obligations time of Tenant hereunder the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease with respect to the assigned proposed sublease or subleased portion assignment space, or, if the proposed sublease or assignment space covers all 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 Tenant 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 assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No Transfer by assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall relieve not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted sublessee or Guarantor a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and ail actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord of any obligation under proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, and any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights to be inferred therefrom. For purposes hereof, in the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Tenant (whether pursuant to one or more transfers) which results in a change of more than fifty percent (50%) except for sales of shares through a regulated public exchange in the direct or indirect ownership of Tenant shall be deemed to be an assignment within the meaning of this Section 15 and shall be subject to all the provisions hereof. Except for a permissible assignment to a Related Entity, any and all options, first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant in this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunderif any, shall not be assignable by Tenant unless expressly authorized in writing by Land Lord. Any purported Transfer contrary Notwithstanding anything to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenantcontrary contained herein, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide delivers to Landlord (1) at least thirty (30) days prior written notice of its intention to Landlord upon assign or sublease the assignment or transfer.Premises to any Related Entity, which notice shall set forth the name of the Related

Prohibition. Tenant shall not assignnot, mortgage, pledge directly or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)indirectly, without the prior written consent of Landlord, Landlord (which consent shall not be unreasonably withheld), assign this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant, except as provided in SECTION 9.7. Tenant shallmay hypothecate this Lease to an institutional lender upon prior notice to Landlord and without releasing Tenant of its obligations herein. In the event Tenant hypothecates this Lease to an institutional lender pursuant to this SECTION 9.1, at Landlord agrees that it will negotiate in good faith with such lender a commercially reasonable Subordination, Non-Disturbance and Attornment Agreement which is satisfactory to Landlord; all costs of such negotiation (including reasonable attorneys' fees) shall be paid by Tenant. This Lease shall not, nor shall any interest herein, be assignable as to the time interest of Tenant requests involuntarily or by operation of law without the prior written consent of Landlord. Subject to SECTION 9.7, deliver for purposes of this Lease, any of the following transfers on a cumulative basis shall constitute an assignment of this Lease, of which Tenant shall provide written notice to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitationLandlord: if Tenant is a corporation, the nametransfer of more than forty-nine percent (49%) of the stock of the corporation; if Tenant is a partnership, addressthe transfer of more than forty-nine percent (49%) of the capital or profits interest in the partnership; and if Tenant is a trust, nature the transfer of businessmore than forty-nine (49%) of the beneficial interest under the trust. However, ownershipif Tenant is a corporation with equity securities registered under Section 12 of the Securities Exchange Act of 1934, financial responsibility and standing then a transfer of such proposed assignee or subtenant and Landlord securities shall have not less than ten (10) business days after receipt be deemed an assignment of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis this Lease for not withholding consent unreasonably. In addition, as a condition to which ▇▇▇▇▇▇▇▇’s 's consent to any Transfer of this Lease shall be the delivery to Landlord of a true copy is required. Any of the fully executed instrument foregoing acts without such prior written consent of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event shall, at the option of Default by Tenant. The consent by Landlord, constitute a default that entitles Landlord to any Transfer shall not constitute a waiver of terminate this Lease. Tenant agrees that the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to instrument by which any assignment or transfer 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 a related or affiliated entity the portion of Tenant, so long the Premises subject to such sublease) as that related or affiliated entity and when performance is due after the effective date of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfersublease 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. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor subletwith the exception of an assignment or transfer to Tenant’s affiliates or subsidiaries, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”), without the prior written consent of Landlord, which shall may not be unreasonably withheld. Tenant shall, at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten twenty (1020) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent. If Landlord fails to respond to a request for consent with specified justification to outline good faith basis for not withholding within this time frame, ▇▇▇▇▇▇▇▇’s consent unreasonablywill be deemed given. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant▇▇▇▇▇▇’s obligation to pay Base Rent and Additional Rent hereunder, unless otherwise agreed by the Parties in writing. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in this Section 15.1 shall not apply to reviewing any assignment proposed Transfer. In the event Tenant will be assigning or transfer transferring any part of this Lease to a related an affiliate or affiliated entity subsidiary of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the of said assignment or transfertransfer to the Landlord at least twenty (20) business days prior to the effective date of the transfer or assignment.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant’s reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use specified in this Lease; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the Premises same to be used or occupied by anyone other than Tenant; or (collectivelyc) mortgage, a “Transfer”)pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which shall consent may not be unreasonably withheldwithheld or delayed. Tenant shallAny purported assignment, at mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablybe absolutely null and void. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary consent by Landlord to the provisions hereof without a 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 void and an Event of Default by Tenantrequired in all such instances. The No consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease sublease shall be deemed to a related or affiliated entity of Tenant, so long as that related or affiliated entity of release Tenant is under majority ownership from its obligations hereunder and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferremain fully liable for performance of all obligations under this Lease.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, assign or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)by any party other than Tenant, without the prior written consent of Landlord, which shall not be unreasonably withheldLandlord in each instance. Tenant shall, at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant subtenant; and Landlord shall have not less than ten twenty (1020) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transferassignment, encumbrance or sublease; (b) refuse such consent, provided that, unless Landlord elects to terminate this Lease as hereinafter provided, Landlord shall not unreasonably withhold such consent with specified justification so long as conditions (i) through (vi) below are satisfied; or (c) elect to outline good faith terminate this Lease or, in the case of a partial sublease (except in the case of the first (1st) sublease of all or any part of the Sublet Space (as hereinafter defined)), terminate this Lease as to the portion of the Premises proposed to be sublet. As a condition for Landlord's consent to any assignment, encumbrance or release, Landlord may require that the assignee or subtenant remit directly to Landlord on a monthly basis for not withholding consent unreasonablyall monies due to Tenant by said assignee or subtenant. In addition, as a condition to ▇▇▇▇▇▇▇▇’s Landlord's consent to any Transfer assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee subtenant or other transferee transferee, in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assignee, subtenant or transferee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder hereunder, including, without limitation, the environmental warranties and covenants set forth in Article XI. In the event that Landlord shall elect to exercise its right to terminate this Lease upon a proposed assignment, subletting or other encumbrance of this Lease by Tenant, Tenant shall have the right, within ten (10) days following receipt of written notice of Landlord's election to terminate, to elect to withdraw its request for Landlord's consent to such proposed assignment, subletting or other encumbrance, in which event Landlord's termination notice shall be null and void and this Lease shall remain in full force and effect. If Landlord does not elect to so terminate this Lease with respect to a proposed assignment or subletting, then Landlord shall not unreasonably withhold its consent to a proposed assignment or subletting provided that, in addition to all other requirements of this Article XV being satisfied: (i) The proposed subtenant or assignee is not already a tenant in the assigned Building, or subleased portion if the proposed subtenant or assignee is already a tenant in the Building, Landlord does not have space reasonably comparable in size to that covered by the proposed sublease or assignment available for lease, or scheduled to become available within three (3) months thereafter, in the Building; (ii) The stated or advertised rent that Tenant proposes to charge the proposed subtenant or assignee is not less than Tenant's Base Rent (but Tenant shall be permitted to effectively reduce such rent by the use of concessions); (iii) The subtenant or assignee is not a party with whom Landlord has had discussions within nine (9) months prior to the date of the Premisesproposed sublease or assignment concerning the possibility of such party leasing space in the Building; (iv) The proposed subtenant or assignee is a reputable party whose financial net worth, credit and financial responsibility is, considering the responsibilities involved, reasonably satisfactory to Landlord; (v) The nature and character of the proposed subtenant or assignee, its business or activities and intended use of the Premises is, in Landlord's reasonable judgment, in keeping with the standards of the Building; and (vi) All costs incurred with respect to providing reasonably appropriate means of ingress and egress from the sublet space or to separate the sublet space from the remainder of the Premises shall be borne by Tenant. No Transfer assignment or subletting by Tenant (even if such assignment or subletting is consented to by Landlord) shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer assignment or subletting contrary to the provisions hereof without Landlord's consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer subletting. Tenant shall reimburse Landlord for reasonable legal and other expenses and administrative costs incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting upon demand with interest thereon at the Interest Rate from the date of demand until paid in full. Landlord acknowledges that Tenant intends to attempt to sublease, promptly after the Commencement Date, the portion of the Premises shown on Exhibit H (the "Sublet Space"); any such sublease shall be subject to the terms and conditions of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferArticle XV.

Prohibition. Tenant shall not assign, mortgage, pledge assign this Lease or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of sublet all or any part portion of the Premises (collectively, a “Transfer”), without the prior written consent of Landlord, which consent shall not be unreasonably withheld. withheld or delayed, provided Tenant shall, is not in default under this Lease at the time Tenant requests of such request. The parties agree that it shall be reasonable for Landlord to withhold consent if Landlord is not satisfied with the consent financial condition, identity, reputation or business character of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant includingsublessee or if Landlord or its agents have shown any space in the Project to, without limitationor attempted to negotiate lease terms with, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one sublessee regarding other available space in the Project within the preceding six months of the following: (a) consent to such proposed Transferassignment or subletting. Any change in the majority ownership, interest or (b) refuse such consent with specified justification to outline good faith basis control of Tenant, if Tenant is a corporation, partnership, limited liability company or other similar type entity, shall constitute an assignment for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer purposes of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable Paragraph. Notwithstanding any consent by Landlord, whereby the Tenant and Guarantors), if any, shall remain jointly and severally liable (along with each approved assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform sublessee, which shall automatically become liable) for all the obligations of Tenant hereunder with respect to the assigned or subleased that portion of the Premises. No Transfer by Tenant Premises so transferred, and Landlord shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation be permitted to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to enforce the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of directly against Tenant, so long as that related Guarantor, if applicable, or affiliated entity any assignee or sublessee without proceeding in any way against any other party. In the event of an assignment, contemporaneously with the granting of Landlord’s consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties and obligations of Tenant is under majority ownership hereunder and control such assignee shall be jointly and severally liable therefor along with Tenant. No usage of Tenantthe Premises different from the usage provided for in Paragraph 1 above shall be permitted, and for which Tenant all other terms and provisions of this Lease shall provide written notice continue to Landlord upon the apply after such assignment or transfersublease.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use set forth in Section 4 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the Premises same to be used or occupied by anyone other than Tenant; or (collectivelyc) mortgage, a “Transfer”)pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent as to (a) and (b) shall not be unreasonably withheldwithheld and as to (c) may be given or withheld in Landlord's sole and absolute discretion. Tenant shallAny purported assignment, at mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt be absolutely null and void and of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablyno legal force and effect. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary consent by Landlord to the provisions hereof without a 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 void and an Event of Default by Tenantrequired in all such instances. The Any consent by Landlord to any Transfer assignment or 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. In the event that Landlord elects to reject any proposed sublease or assignment, the Tenant's sole and exclusive remedy shall be to seek a declaratory judgment against Landlord so as to enable Tenant to avoid a termination of this Lease. Any violation of the provisions of this Section 8.1 shall constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in default under this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferLease.

Prohibition. Except as expressly set forth below, Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, Landlord in each instance which consent shall not be unreasonably withheldwithheld or delayed. Tenant shall, shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such the following information in writing as Landlord may reasonably require respecting regarding the proposed assignee or subtenant including, without limitation, subtenant: the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and subtenant. Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transferassignment, encumbrance or sublease, (b) refuse such consent consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with specified justification respect to outline good faith basis for the portion of the Premises proposed to be subleased, as applicable; provided that Landlord may not withholding consent unreasonablyexercise its right to terminate the Lease (or lease of the applicable portion of the Premises) pursuant to Subsection 15.01(c) above in the case of a requested sublease of the Premises except in the event the cumulative total area of the Premises subleased exceeds 50% of the total area of the Premises. In addition, as a condition to ▇▇▇▇▇▇▇▇Landlord’s consent to any Transfer assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any Except as expressly set forth below, any purported Transfer assignment or subletting contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transferassignment of subletting. ‘The restrictions Tenant shall pay Landlord’s reasonable actual third party costs and attorneys’ fees incurred in this Section 15.1 shall not apply to reviewing any proposed assignment or transfer of this Lease sublease (not to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the exceed $1,000 per assignment or transfersublease).

Prohibition. Tenant shall not have the right to assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor and to sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectivelyPremises, a “Transfer”), without only with the prior written consent of Landlord, which shall will not be unreasonably withheldwithheld or conditioned. Tenant shall, shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transferassignment, encumbrance or sublease, or (b) refuse such consent consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or, in the event of a cumulative sublease of more than 50% of the Premises, elect to terminate the Lease with specified justification respect to outline good faith basis for not withholding consent unreasonablythe portion of the Premises proposed to be subleased, as applicable. In addition, as a condition to ▇▇▇▇▇▇▇▇’s Landlord's consent to any Transfer assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s 's obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer assignment or subletting contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transferassignment of subletting. ‘The restrictions Tenant shall pay Landlord’s reasonable processing costs and attorneys’ fees incurred in this Section 15.1 reviewing any proposed Assignment or sublease. Notwithstanding anything herein to the contrary, the parties agree that, in addition to other reasonable grounds for withholding consent, it shall not apply be reasonable for Landlord to withhold its consent to any such assignment or transfer sublease if in the event (a) Landlord or its affiliates has existing vacant space in Schnitzer Northcreek (“Master Project”) that could reasonably meet the needs of this Lease to a related the proposed assignee or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenantsublessee, and (b) the rent for the proposed assignment or sublease for which Tenant shall provide written notice to is requesting consent is under market rent by 10% or more, based on rates for recent lease transactions for comparable space in the Master Project and/or the Bothell/▇▇▇▇▇▇▇▇/Bellevue submarket and/or current asking rates for vacant space in the Master Project and/or the Bothell/▇▇▇▇▇▇▇▇/Bellevue market. In the event Landlord withholds consent based upon the assignment or transferrental rate being below market pursuant to the preceding sentence, Landlord shall, upon request by Tenant, provide Tenant with substantiation of such market rent determination.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular uses set forth in Section 4 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise; (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the Premises same to be used or occupied by anyone other than Tenant; or (collectivelyc) mortgage, a “Transfer”)pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which shall not consent may be unreasonably withheldgiven or withheld in Landlord's reasonable discretion. Tenant shallAny purported assignment, at mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt be absolutely null and void and of all required information to elect one of the following: (a) consent to such proposed Transfer, no legal force or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablyeffect. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary consent by Landlord to the provisions hereof without a 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 void and an Event of Default by Tenantrequired in all such instances. The Any consent by Landlord to any Transfer assignment or sublease shall not be deemed to release Tenant from its obligation hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. In the event that Landlord elects to reject any proposed sublease or assignment, the Tenant's sole and exclusive remedy shall be to seek a declaratory judgment against Landlord so as to enable Tenant to avoid a termination of this Lease. Any violation of the provisions of this Section 8.1 shall constitute a waiver default under this Lease. Notwithstanding anything to the contrary herein, Tenant, at any time and from time to time during the Lease Term shall have the right to sublet all or ay portion of the necessity for such consent Premises to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferClar▇ ▇▇▇ustries.

Prohibition. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 12 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Lease Term as the same may be realized by any transfer of said estate. Tenant shall not directly or indirectly, voluntarily or involuntarily assign, mortgage, pledge mortgage or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part portion of its interest in this Lease or in the Premises (collectively, a “Transfer”)"ASSIGNMENT") or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any portion thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shall, at the time Tenant requests the consent of Landlordand any such attempted assignment, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee subletting, mortgage or subtenant including, other encumbrance without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification shall be null and void and of no effect. The acceptance of rent by Landlord from any other person shall not be deemed to outline good faith basis for not withholding consent unreasonably. In addition, as be a condition waiver by Landlord of any provision of this Lease or to ▇▇▇▇▇▇▇▇’s be a consent to any Transfer Assignment or Sublease. If Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, any transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership which results in a change in the effective control of such entity (such as a change of the general partner or a change in the ownership of the general partner of a limited partnership), shall be deemed an Assignment of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfer.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use specified in this Lease; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the Premises same to be used or occupied by anyone other than Tenant; or (collectivelyc) mortgage, a “Transfer”)pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which shall consent may not be unreasonably withheldwithheld or delayed. Tenant shallAny purported assignment, at mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablybe absolutely null and void. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary consent by Landlord to the provisions hereof without a 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 void and an Event of Default by Tenantrequired in all such instances. The No consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease sublease shall be deemed to a related or affiliated entity of Tenant, so long as that related or affiliated entity of release Tenant is under majority ownership from its obligations hereunder and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferremain fully liable for performance of all obligations under this Lease.

Prohibition. Tenant shall not assign, mortgagesublease, pledge or otherwise transfer or encumber this LeaseLease or any interest therein, without the consent of Landlord first being obtained, which consent will not be unreasonably withheld or delayed provided that: (1) Tenant provides written notice to Landlord at least 30 days prior to such assignment or subletting setting forth the details of the proposed assignment or sublease; (2) Landlord declines to exercise its rights under Section 17.2; (3) the proposed transferee (a "Transferee") is engaged in a business and the portion of the Premises will be used for the use permitted under Article 4 of this Lease and in a manner which is in keeping with the then standards of the Building and does not conflict with any exclusive use rights granted to any other tenant of the Building, and such use will not, in whole Landlord's reasonable opinion, materially increase parking or occupancy loads; (4) the Transferee has reasonable financial worth in partlight of the responsibilities involved; (5) Tenant is not in default at the time it makes its request; (6) the Transferee is not a tenant or currently negotiating a lease with Landlord in any building owned by Landlord adjacent to the Building; and (7) the rent to be paid by the Transferee is not less than 85% of the rental rate then being offered by Landlord for similar space in the Building. Any one or more (in the aggregate) transfers of more than a twenty percent (20%) interest in the Tenant shall be deemed to be an assignment under this Lease. Any attempted assignment or sublease by Tenant in violation of the terms and covenants of this Article 17 shall be void. Notwithstanding anything contained in this Lease to the contrary, nor subletTenant may, licensewithout the prior consent of Landlord, assign, assign this Lease or permit occupancy by any third party other than Tenant of sublease all or any part of the Premises to an affiliate of Tenant or to any company into which Tenant may be merged or consolidated or that acquires substantially all of the assets of Tenant (collectively, an "Affiliated Transferee"). Any such Affiliated Transferee shall have a “Transfer”), similar right to assign this Lease without the prior written consent of Landlord; provided, which that in the event of any assignment or sublease to or from an Affiliated Transferee, Tenant shall not be unreasonably withheld. Tenant shall, at remain liable for the time Tenant requests the consent full and timely performance of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder as contemplated by Section 17.4 below. An "affiliate" of Tenant shall mean any corporation which, directly or indirectly, controls, is controlled by or is under common control with Tenant or a successor corporation to Tenant by merger, consolidation or non-bankruptcy reorganization. The word "control" in this context, including in the context of "controlled by" or "under common control with," with respect to any corporation, partnership or association shall mean the assigned possession, directly or subleased portion indirectly, of the Premises. No Transfer by Tenant shall relieve Tenant power to direct or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to cause the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver direction of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment management and policy of a particular corporation, partnership or transfer association, whether through the ownership of this Lease to a related voting securities or affiliated entity of Tenant, so long as that related by contract or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferotherwise.

Prohibition. Except as expressly set forth below, Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, Landlord in each instance which consent shall not be unreasonably withheldwithheld or delayed. Tenant shall, shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such the following information in writing as Landlord may reasonably require respecting regarding the proposed assignee or subtenant including, without limitation, subtenant: the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and subtenant. Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transferassignment, encumbrance or sublease, (b) refuse such consent consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with specified justification respect to outline good faith basis for the portion of the Premises proposed to be subleased, as applicable; provided that Landlord may not withholding consent unreasonablyexercise its right to terminate the Lease (or lease of the applicable portion of the Premises) pursuant to Subsection 15.01(c) above in the case of a requested sublease of the Premises except in the event the cumulative total area of the Premises subleased exceeds 50% of the total area of the Premises. In addition, as a condition to ▇▇▇▇▇▇▇▇Landlord’s consent to any Transfer assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any Except as expressly set forth below, any purported Transfer assignment or subletting contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transferassignment of subletting. ‘The restrictions Tenant shall pay Landlord’s reasonable actual third party costs and attorneys’ fees incurred in this Section 15.1 shall not apply to reviewing any proposed assignment or transfer of this Lease sublease (not to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the exceed $1,000 per assignment or transfersublease).

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”), without the prior written consent of Landlord, which shall not be unreasonably withheld. Tenant shall, at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten twenty (1020) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablyconsent. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferpay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed Transfer.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, which shall not consent may be unreasonably withheldwithheld or conditioned by Landlord in its commercially reasonable discretion. Tenant shall, shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten twenty (1020) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transferassignment, encumbrance or sublease, or (b) refuse such consent consent, or (c) elect to terminate this Lease, in the case of a proposed assignment, or elect to terminate the Lease with specified justification respect to outline good faith basis the portion of the Premises proposed to be subleased, as applicable. Notwithstanding the above, in the event Landlord elects to terminate or recapture the space pursuant to (c) above, Tenant may, if it so elects, by written notice to Landlord within ten (10) days after receipt of Landlord’s notice of its intent to so capture or terminate, to revoke its request for Landlord’s consent, in which event this Lease shall continue as if Tenant had not withholding consent unreasonablyrequested Landlord’s consent. In addition, as a condition to ▇▇▇▇▇▇▇▇Landlord’s consent to any Transfer assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer assignment or subletting contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transferassignment of subletting. ‘The restrictions in this Section 15.1 shall not apply Tenant’s sole remedy for Landlord’s refusal to any assignment or transfer of this Lease consent to a related proposed assignee or affiliated entity of Tenant, so long as that related or affiliated entity sublessee of Tenant is under majority ownership and control of Tenantwill be an action or proceeding for specific performance, and for which injunction or declaratory relief. Tenant shall provide written notice to Landlord upon the assignment pay Landlord’s reasonable processing costs and attorneys’ fees incurred in reviewing any proposed Assignment or transfersublease.

Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, license, assign, sublet or permit occupancy by any third party person other than Tenant of all or any part portion of the Premises (collectively, a “Transfer”), without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shallhereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed subleases or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, at unless the time proposed sublessee or assignee shall (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the lien-free completion of such improvements. If Tenant requests seeks to sublet or assign all or any portion of the consent of LandlordPremises, Tenant shall deliver to Landlord 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 in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee or subtenant includingaforementioned plans and specifications, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than if any. Within ten (10) business days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or assign all required information to elect one or any portion of the following: Premises, Landlord shall deliver to Tenant a copy of Landlord's standard form of sublease or assignment agreement (a) consent to such proposed Transferas applicable), or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease which instrument shall be the delivery to Landlord of utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual reasonable legal and provisions other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease or assignment (1) by itself or taken together with prior sublease(s) or partial assignment(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 or partial assignments is greater than fifty percent (50%) of the period remaining in the Term of this Lease and perform all as of the obligations time of Tenant hereunder the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease with respect to the assigned proposed sublease or subleased assignment space, or, if the proposed sublease or assignment space covers all 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 Tenant 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 assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease, but only with respect to the common areas of the Building, the Common Area and the portion of the PremisesPremises sublet or portion of the Lease assigned. No Transfer by assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall relieve not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted sublessee or Guarantor a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and all actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord of any obligation under proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, and any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. For purposes hereof, except as set forth in 15.4 below, in the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Tenant (whether pursuant to one or more transfers) which results in a change of more than fifty percent (50%) in the direct or indirect ownership of Tenant shall be deemed to be an assignment within the meaning of this Section 15 and shall be subject to all the provisions hereof; provided, however, this sentence shall not be applicable to the originally named Tenant hereunder so long as such originally named Tenant is a public company whose stock is traded on a nationally recognized stock exchange. Any and all options, first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant in this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer if any, shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions be assignable by Tenant unless expressly authorized in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferwriting by Landlord.

Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, license, assign, sublet or permit occupancy by any third party person other than Tenant of all or any part portion of the Premises (collectively, a “Transfer”), without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shallhereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) beyond those requirements which are applicable to Tenant, at unless the time proposed sublessee or assignee shall (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the lien-free completion of such improvements. If Tenant requests seeks to sublet or assign all or any portion of the consent of LandlordPremises, Tenant shall deliver to Landlord the following: (i) the name of the proposed assignee or sublessee; (ii) such information in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the aforementioned plans and specifications, if any or (iv) any other pertinent information regarding the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than that is reasonably requested by Landlord. Within ten (10) business days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or assign all required information to elect one or any portion of the following: (a) Premises, Landlord shall deliver to Tenant a copy of Landlord's consent to such proposed Transfersublease or assignment form (as applicable), or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease which instrument shall be the delivery to Landlord of utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual legal and provisions other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. Upon Landlord's approval of the proposed subtenant or assignee, which shall not be unreasonably delayed or withheld, Tenant shall provide Landlord with a minimum of a thirty (30) day notice indicating the proposed effective date of the sublease or assignment ("Proposed Effective Date"). 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 and perform all as of the obligations time of Tenant hereunder the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant, 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 assigned or subleased portion proposed sublease space, or, if the proposed sublease space covers all 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 Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. No Transfer termination will be considered by Landlord unless Tenant is current in all of its Lease obligations and not in default. Each permitted and approved assignee shall be 100% responsible for the obligations defined in this Lease. Each permitted assignee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's TENANT'S INITIALS: /s/ EB --- part to be performed or complied with, for the term of this Lease. Landlord shall have a right to approve the form of any sublease, which approval shall not be unreasonably withheld. No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall relieve not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted sublessee or Guarantor a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and all actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord of any obligation under proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, and any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. For purposes hereof, in the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Tenant (whether pursuant to one or more transfers) which results in a change of more than fifty percent (50%) in the direct or indirect ownership of Tenant shall be deemed to be an assignment within the meaning of this Section 15 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 Tenant in this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer if any, shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions be assignable by Tenant unless expressly authorized in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferwriting by Landlord.

Prohibition. Tenant shall not assign, mortgage, pledge assign this Lease or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by sublet any third party other than Tenant of all or any part portion of the Premises (collectively, a “Transfer”), without the prior written consent of the Landlord, which consent shall not be unreasonably withheld. withheld or delayed, provided Tenant shall, is not in default under the Lease at the time Tenant requests of such request. The parties agree that it shall be reasonable for Landlord to withhold consent if (i) Landlord is not satisfied with the consent financial condition, identity, reputation or business character of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant includingsublessee, without limitation(ii) the proposed assignee or sublessee is an existing tenant of the Building, (iii) the nameidentity of or the use contemplated by the proposed assignee or sublessee would violate an exclusive given by Landlord to another Tenant, address(iv) the proposed assignee or sublessee is a governmental subdivision or agency or any person or entity who enjoys diplomatic or sovereign immunity, nature of business, ownership, financial responsibility and standing of or if Landlord or its agents have shown any space in the Project to or attempted to negotiate lease Terms with such proposed assignee or subtenant and Landlord shall have not less than ten sublessee regarding other available space in the Project within the proceeding six (106) business days after receipt of all required information to elect one months of the following: (a) consent to such proposed Transferamendment. Any change in the majority ownership, interest or (b) refuse such consent with specified justification to outline good faith basis control of Tenant, if Tenant is a corporation, partnership, limited liability company or other similar type entity, shall constitute an assignment for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer purposes of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable Paragraph. Notwithstanding any consent by Landlord, whereby the Tenant and Guarantor(s), if any, shall remain jointly and severally liable (along with each approved assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform sublessee, which shall automatically become liable for all the obligations of Tenant hereunder with respect to the assigned or subleased that portion of the Premises. No Transfer by Tenant Premises so transferred), and Landlord shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation be permitted to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to enforce the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of directly against Tenant, so long as that related Guarantor, if applicable, or affiliated entity any assignee or sublessee without proceeding in any way against any other party. In the event of an assignment, contemporaneously with the granting of Landlord's consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties and obligations of Tenant is under majority ownership hereunder and control such assignee shall be jointly and severally liable therefore along with Tenant. No usage of Tenantthe Premises different from the usage provided for in Paragraph 1 above shall be permitted, and for which Tenant all other terms and provisions of the Lease shall provide written notice continue to Landlord upon the apply after such assignment or transfersublease.

Prohibition. Tenant shall not assign, convey, mortgage, pledge pledge, encumber or otherwise transfer this Lease or encumber this Leaseany interest therein, in whole sublet the Premises or in part, nor sublet, license, assignany part thereof, or permit the use or occupancy by any third party other than Tenant of all the Premises or any part of the Premises (collectively, a “Transfer”)thereof by anyone other than Tenant, without the receiving Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheldwithheld or delayed. A transfer by operation of law, merger or consolidation, or a change of any partnership interest in Tenant shall, at or in the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one ownership of the following: (a) consent to such proposed Transfer, voting stock of Tenant or (b) refuse such consent with specified justification to outline good faith basis any direct or indirect parent of Tenant shall be deemed an assignment for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer purposes of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunderParagraph 17. Any purported Transfer contrary to the provisions hereof without consent transfer, encumbrance, pledge, mortgage, assignment or subletting not in compliance herewith shall be void and an Event of Default no force or effect. In the event of any assignment, subletting, transfer or occupancy by someone other than Tenant. The consent , whether or not expressly or implied approved by Landlord to any Transfer shall not constitute a waiver Landlord, Tenant shall, nevertheless, at all times, remain fully responsible and jointly and severally liable for the payment of the necessity rent and for such consent to any subsequent Transfercompliance with all other obligations imposed upon Tenant under the terms, provisions and covenants of this Lease. ‘The restrictions in this Section 15.1 shall not apply to any Any assignment or transfer sublease shall contain a provision whereby the assignee or subtenant agrees to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenantthe extent applicable, and for which Tenant shall provide written notice deliver to Landlord, promptly after execution, an executed copy of each assignment or sublease and an agreement of compliance by each assignee or subtenant. Any sublease shall also contain a provision that in the event of default by Tenant hereunder and a termination of this Lease by Landlord, such subtenant shall, at Landlord's option, attorn to Landlord upon as if Landlord were the assignment lessor under the sublease. Tenant shall reimburse Landlord for all third party costs and expenses incurred by Landlord in considering each such sublease or transferassignment, regardless of whether or not Landlord consents, but in an amount not to exceed Five Hundred and No/I 00 Dollars ($500).

Prohibition. Tenant shall not assign, mortgage, pledge assign or otherwise transfer this Lease or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all sublet the Premises or any part of the Premises (collectively, a “Transfer”)thereof, without the prior written consent of first obtaining Landlord's consent, which consent shall not be unreasonably withheldwithheld or delayed. Unless Tenant shall, at the time Tenant requests the consent of Landlord, deliver proposes to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee sublease all or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one any portion of the following: Premises, or to assign this Lease, (ai) consent to such proposed Transferan Affiliate, or (bii) refuse as part of a sale, assignment or other transfer of the equity interest of Tenant or a sale, assignment or transfer of assets of Tenant in addition to the Lease and Tenant's interest in the Premises, Tenant shall give Landlord notice of its intention to enter into such consent assignment or sublease and such notice shall be deemed an offer from Tenant to Landlord whereby Landlord may (A) terminate this Lease with specified justification respect to outline good faith basis such space as Tenant proposes to sublease if the term of such sublease is for not withholding consent unreasonablythe balance of the Lease Term, upon the terms and conditions hereinafter set forth, or (B) if the proposed transaction is an assignment of this Lease, to terminate this Lease with respect to the entire Premises. In addition, as Such option may be exercised by notice from Landlord to Tenant within thirty (30) days after Landlord's receipt of Tenant's notice. If Landlord exercises this option to terminate all or a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer portion of this Lease pursuant to this Section 19.1, (x) this Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that which is 75 days after Landlord's receipt of Tenant's notice, (y) Tenant's Rents shall be the delivery apportioned, paid or refunded as of such date, and (z) Tenant, upon Landlord's request, shall enter into an amendment of this Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions hereof. If Landlord shall not exercise its right to terminate pursuant to this Section, then if such assignment or sublease shall not be consummated within nine (9) months from the giving of such notice by Tenant, Landlord's right to terminate shall be reactivated and the foregoing provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant Section 19.1 shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any future assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfersublease.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, Landlord in each instance which consent shall not be unreasonably withheldwithheld or delayed; provided, that nothing herein shall be deemed to prohibit occupancy (without any assignment or subletting) of portions of the Premises by Tenant's affiliates. Tenant shall, shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten twenty (1020) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transferassignment, encumbrance or sublease, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablyconsent, which refusal shall be on reasonable grounds. In addition, as a condition to ▇▇▇▇▇▇▇▇’s Landlord's consent to any Transfer assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s 's obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer assignment or subletting contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfersubletting.

Prohibition. Tenant shall not assigncovenants and agrees that neither this Lease nor the term and estate hereby granted, mortgagenor any interest herein or therein, pledge will be assigned, mortgaged, pledged, encumbered or otherwise transfer or encumber this Leasetransferred, in whole or in partand that neither the Premises, nor sublet, license, assignany part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or permit occupancy used or occupied, or utilized for desk space or for mailing privileges, by any third party anyone other than Tenant of all Tenant, or for any part of the Premises (collectivelyuse or purpose other than as stated herein, a “Transfer”)or be sublet or offered or advertised for subletting, without the prior written consent of LandlordLandlord in each and every case, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything contained herein to the contrary, Tenant shall have no right to advertise publicly to assign this Lease. Not in limitation of the foregoing, 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 the proposed effective date of such proposed assignment or sublease, which request shall be accompanied by the following information (the “Required Information”): (i) the name, current address and business of the proposed assignee or subtenant; (ii) the precise square footage and location of the portion of the Premises proposed to be so subleased or assigned; (iii) the effective date and term of the proposed assignment or subletting; and (iv) the rent and other consideration to be paid to Tenant by such proposed assignee or subtenant. Tenant shall, at also shall promptly supply Landlord with the time Tenant requests the consent most recent unaudited financial statements of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant includingcertified by an officer thereof and prepared in accordance with generally accepted accounting practices, without limitationalong with such other information as Landlord may reasonably request, indicating the namenet worth, address, nature liquidity and credit worthiness of business, ownership, financial responsibility and standing of such the proposed assignee or subtenant and in order to permit Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of evaluate the following: (a) consent to such proposed Transfer, assignment or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablysublease. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and Tenant agrees to be bound by the terms reimburse Landlord for legal fees and provisions of this Lease any other reasonable expenses and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent costs incurred by Landlord to in connection with any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any proposed assignment or transfer of this Lease subletting, not to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferexceed $3,000.00 in any one instance.

Prohibition. Tenant shall not assign, mortgagesublease, pledge or otherwise transfer or encumber this LeaseLease or any interest therein without the consent of Landlord first being obtained, which consent will not be unreasonably withheld or delayed provided that: (1) Tenant provides written notice to Landlord at least 10 business days prior to such assignment or subletting setting forth the details of the proposed assignment or sublease; (2) Landlord declines to exercise its rights under Section 17.2; (3) the transferee is engaged in a business and the portion of the Premises will be used for the Use permitted under this Lease and in a manner which is in keeping with the then standards of the Building and does not conflict with any exclusive use rights granted to any other tenant of the Building, and such use will not, in whole Landlord's reasonable opinion materially increase parking or occupancy loads; (4) Landlord, in partits sole discretion, nor sublet, license, assign, determines that the transferee has a sound business reputation; (5) Tenant is not in default at the time it makes its request; (6) the transferee is not a tenant or permit occupancy currently negotiating a lease with Landlord in any Building owned by any third party other Landlord adjacent to the Building (provided Landlord has space available to satisfy the space requirements of the transferee and is willing to lease such space to the proposed transferee); and (7) the rent to be paid by the transferee is not less than 85% of the rental rate then being offered by Landlord for similar space in the Building. Any attempted assignment or sublease by Tenant in violation of the terms and covenants of this Article 17 shall be void. If Landlord does not notify Tenant of the specific grounds upon which Landlord is withholding consent to a proposed assignment or subletting within 10 business days after Landlord receives Tenant's request for consent to an assignment or subletting, Landlord shall be deemed to have approved such assignment. Notwithstanding anything in this Lease to the contrary, Tenant shall have the right to assign its interest in this Lease or to sublet all or any a part of the Premises without Landlord's prior consent to a Permitted Transferee, as hereinafter defined, provided (collectively, 1) the Permitted Transferee is engaged in a “Transfer”), without business (and the prior written consent portion of Landlord, which shall the Premises will be used for) the use permitted hereunder; and (2) Tenant is not be unreasonably withheld. Tenant shall, in default at the time it makes any such sublease. In the event of an assignment or sublet to a Permitted Transferee, Tenant requests the consent shall remain liable for all of Landlordits obligations hereunder. For purposes of this Lease, deliver a "Permitted Transferee" means, any person or entity which directly or indirectly controls, is controlled by or is under common control with Tenant, or to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee any entity resulting from a merger or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee consolidation with Tenant or subtenant and Landlord shall have not less than ten (10) business days after receipt of to any person or entity which acquires all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, assets of Tenant as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease shall be the delivery to Landlord of a true copy going concern of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of business that is being conducted on the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of In order for any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of TenantPermitted Transferee to be effective, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon within ten (10) days' after such transfer setting forth the assignment or transferfacts supporting designation of the proposed assignee as a Permitted Transferee.

Prohibition. Tenant shall not, directly or indirectly, without the prior written consent of Landlord (which consent shall not assignbe unreasonably withheld or delayed), mortgageassign this Lease or any interest herein, pledge or otherwise transfer sublease the Premises or encumber this Lease, in whole or in part, nor sublet, license, assignany part thereof, or permit the use or occupancy by any third party other than Tenant of all or any part of the Premises (collectivelyby any person or entity other than Tenant. Tenant shall not, a “Transfer”)directly or indirectly, without the prior written consent of Landlord, which shall not be unreasonably withheldwithheld or delayed, pledge, mortgage or hypothecate this Lease or any interest herein. Notwithstanding the foregoing grammatical sentence, Landlord hereby consents 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, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord. For purposes of this Lease, any of the following transfers on a cumulative basis shall constitute an assignment of this Lease that requires the prior written consent of Landlord: if Tenant is a corporation, 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. Any of the foregoing acts, without such prior written consent of Landlord, shall be void and shall, at the time Tenant requests the consent option of Landlord, deliver constitute a default that entitles Landlord to terminate this Lease. Tenant agrees that the instrument by which any assignment or sublease to which Landlord such information in writing as Landlord may reasonably require respecting consents is accomplished shall expressly provide that the proposed assignee or subtenant includingwill 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 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 limitation, an instrument containing the name, address, nature of business, ownership, financial responsibility and standing of such proposed foregoing provisions shall be void. Tenant shall in all cases remain liable for the performance by any assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information such covenants. Without first obtaining Landlord's written consent, the Tenant named herein may, at any time and from time to elect one time, assign its interest under this Lease or sublet all or any part of the following: Premises to a Related Corporation (aas hereinafter defined) consent to such proposed Transfer, the Tenant named herein or a Successor Corporation (bas hereinafter defined) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In additionthe Tenant named herein (provided said Related Corporation or Successor Corporation, as the case may be, has a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease shall be the delivery to Landlord of a true copy net worth as of the fully executed instrument date of Transfer and an agreement executed by the assigneesaid assignment or transfer equal to or greater than that of Tenant, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the Tenant's obligations of Tenant hereunder with respect to the assigned or subleased portion hereunder, without release of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenantnamed herein, and for which Tenant shall provide written notice delivers to Landlord upon the assignment or transfer.Landlord

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole assign or in part, nor sublet, license, assignany manner transfer this Lease or any estate or interest therein, or permit occupancy by any third party other than Tenant of all sublet the Premises or any part thereof or grant any license, concession or other right of occupancy of any portion of the Premises (collectively, a “Transfer”), without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed in connection with any assignment of this Lease or subletting of the Premises. In this regard, Tenant shallfurther acknowledges and agrees that Landlord's acceptance of Rent from an assignee or subtenant shall not be deemed to constitute Landlord's consent to such assignment or sublease (in fact, at Tenant acknowledges that the time Tenant requests Rent payment process is such that Landlord will not likely even be aware of the party from whom Rent are received). In determining whether or not to grant its consent of Landlordto a proposed assignment or subletting, deliver to Landlord such information in writing as Landlord may reasonably require respecting take into consideration factors such as the existing uses in the Project, existing use restrictions affecting the Project, the creditworthiness, credit history, reputation and net worth of the proposed transferee, environmental risk, the effect that the operations of such proposed transferee will have on other tenants, whether or not the proposed transferee is a governmental agency or instrumentality thereof, any limitations imposed by the Internal Revenue Code and the regulations promulgated thereunder relating to real estate investment trusts; and any or all other reasonable objective or subjective factors typically taken into account for similar subleases. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or sublease if (i) the proposed assignee’s or sublessee’s anticipated use of the Premises involves the generation, storage, use, treatment or disposal of Hazardous Materials that are materially different than authorized hereunder for Tenant in type, quantity, or use; (ii) the proposed assignee or subtenant includingsublessee has been required by any prior landlord, without limitationlender, or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property if the name, address, nature contamination resulted from such assignee’s or sublessee’s actions or use of business, ownership, financial responsibility and standing of such the property in question; or (iii) the proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt sublessee is subject to an enforcement order issued by any governmental authority in connection with the use, storage, management, treatment or disposal of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablyHazardous Materials. In addition, as Landlord shall also be entitled to charge Tenant a condition $750.00 fee for processing Tenant's request, plus any attorneys' fees and costs incurred by Landlord (not to ▇▇▇▇▇▇▇▇’s consent to any Transfer exceed $1,500.00), regardless of this Lease shall be the delivery to whether or not Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premisesgrants its consent. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent Consent by Landlord to any Transfer one or more assignments or sublettings shall not constitute operate as a waiver of the necessity for such consent Landlord's rights as to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership assignments and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfersublettings.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, Landlord in each instance which consent shall not be unreasonably withheldwithheld or delayed; provided, that nothing herein shall be deemed to prohibit occupancy (without any assignment or subletting) of portions of the Premises by Tenant's affiliates. Tenant shall, shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility condition and standing reputation of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transferassignment, encumbrance or sublease, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablyconsent, which refusal shall be on reasonable grounds. In addition, as a condition to ▇▇▇▇▇▇▇▇’s Landlord's consent to any Transfer assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s 's obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary hereunder or be deemed to allow a release of the LC or Bond pursuant to Section 17.26 until such time as allowed to be terminated or released pursuant to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this said Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfer17.

Prohibition. (a) Tenant shall not assigncovenants and agrees that neither this Lease nor the term and estate hereby granted, mortgageor any interest herein or therein, pledge will be assigned, mortgaged, pledged, encumbered or otherwise transfer transferred (including without limitation transfers by operation of law) and that neither the Premises nor the Building nor any part thereof will be encumbered in any manner by reason of any act or encumber this Leaseomission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or be sublet (which term, without limitation, shall include granting of concessions, licenses, and the like) in whole or in part, nor subletwithout, licensein each instance, assign, or permit occupancy by any third party other than Tenant of all or any part of having first received the Premises (collectively, a “Transfer”), without the prior express written consent of Landlord, which shall consent may not be unreasonably withheldwithheld in Landlord's sole discretion. Tenant shall, at It shall be a condition of the time Tenant requests validity of any assignment that the consent of assignee agrees directly with Landlord, deliver by written instrument in form satisfactory to Landlord such information in writing as Landlord may reasonably require respecting Landlord, to be bound by all the proposed assignee or subtenant obligations of Tenant hereunder, including, without limitation, the name, address, nature of business, ownership, financial responsibility covenant against further assignment and standing of such proposed assignee subletting. No assignment or subtenant subletting shall relieve Tenant from its obligations hereunder and Landlord Tenant shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or remain fully and primarily liable therefor. (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of If this Lease shall be assigned, or if the delivery Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to Landlord of a true copy of the fully executed instrument of Transfer time, collect rent and an agreement executed by other charges from the assignee, sublessee subtenant or occupant, and apply the net amount collected to the rent and other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlordcharges herein reserved, whereby the assignee assumes and agrees to but no such assignment, subletting, occupancy or collection shall be bound by the terms and provisions deemed a waiver of this Lease and perform all covenant, or the obligations acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant hereunder with respect to from the assigned or subleased portion of the Premises. No Transfer further performance by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent its obligations hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to an assignment or subletting shall in no way be construed to relieve Tenant or any Transfer shall not constitute a waiver successor from obtaining the express consent in writing of the necessity for such consent Landlord to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any further assignment or transfer of this Lease to a related subletting. (c) In connection with any proposed assignment or affiliated entity of Tenantsubletting, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice Landlord with such information as to the proposed assignee or sublessee and as to the proposed business arrangement between the proposed assignee or sublessee and Tenant as Landlord upon the may reasonably request. Furthermore, Tenant agrees to promptly reimburse Landlord for any reasonable attorney's fees incurred in connection with any proposed assignment or transfer.subletting. ARTICLE VII RESPONSIBILITY FOR REPAIRS AND CONDITION OF PREMISES, TENANT'S AGREEMENT & UTILITIES AND UTILITY COSTS

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, assign or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)by any party other than Tenant, without the prior written consent of Landlord, which shall not be unreasonably withheldLandlord in each instance. Tenant shall, at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant subtenant; and Landlord shall have not less than ten twenty (1020) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transferassignment, encumbrance or sublease; (b) refuse such consent, which refusal shall be in Landlord's sole discretion; or (c) elect to terminate this Lease or, in the case of a partial sublease, terminate this Lease as to the portion of the Premises proposed to be sublet. As a condition for Landlord's consent with specified justification to outline good faith any assignment, encumbrance or release, Landlord may require that the assignee or subtenant remit directly to Landlord on a monthly basis for not withholding consent unreasonablyall monies due to Tenant by said assignee or subtenant. In addition, as a condition to ▇▇▇▇▇▇▇▇’s Landlord's consent to any Transfer assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee subtenant or other transferee transferee, in form and substance reasonably reasonable satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assignee, subtenant or transferee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder hereunder, including, without limitation, the environmental warranties and covenants set forth in Article XI. In the event that Landlord shall elect to exercise its right to terminate this Lease upon a proposed assignment, subletting or other encumbrance of this Lease by Tenant, Tenant shall have the right, within ten (10) days following receipt-of written notice of Landlord's election to terminate, to elect to withdraw its request for Landlord's consent to such proposed assignment, subletting or other encumbrance, in which event Landlord's termination notice shall be null and void and this Lease shall remain in full force and effect. If Landlord does not elect to so terminate this Lease with respect to a proposed assignment or subletting, then Landlord shall not unreasonably withhold its consent to a proposed assignment or subletting provided that, in addition to all other requirements of this Article XV being satisfied: (i) The proposed subtenant or assignee is not already a tenant in the assigned Building; (ii) The stated or subleased portion advertised rent that Tenant proposes to charge the proposed subtenant or assignee is not less than Tenant's Base Rent; (iii) The subtenant or assignee is not a party with whom Landlord has had discussions within nine (9) months prior to the date of the Premisesproposed sublease or assignment concerning the possibility of such party leasing space in the Building; (iv) The proposed subtenant or assignee is a reputable party whose financial net worth, credit and financial responsibility is, considering the responsibilities involved, reasonably satisfactory to Landlord; (v) The nature and character of the proposed subtenant or assignee, its business or activities and intended use of the Premises is, in Landlord's reasonable judgment, in keeping with the standards of the Building; and (vi) All costs incurred with respect to providing reasonably appropriate means of ingress and egress from the sublet space or to separate the sublet space from the remainder of the Premises shall be borne by Tenant. No Transfer assignment or subletting by Tenant (even if such assignment or subletting is consented to by Landlord) shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer assignment or subletting contrary to the provisions hereof without Landlord's consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which subletting. Tenant shall provide written notice reimburse Landlord for reasonable legal and other expenses and administrative costs incurred by Landlord in connection with any request by Tenant for consent to Landlord upon the assignment or transfersubletting upon demand with interest thereon at the Interest Rate from the date of demand until paid in full.

Prohibition. Tenant shall not assign, mortgage, hypothecate, encumber, otherwise pledge this Lease or otherwise transfer or encumber this LeaseTenant's interest hereunder, in whole or in part, nor subletwhether voluntarily or involuntarily or by operation of law, licensewithout first obtaining the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant shall not assign, grant any license or concession, or otherwise transfer this Lease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet or permit occupancy by any third party person other than Tenant of all or any part portion of the Premises without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord reserves the right to refuse to give its consent (collectivelyand Tenant agrees that it shall not be deemed unreasonable for Landlord to so refuse to give its consent) to an assignment or sublease if the operating experience or public or business reputation or net worth or available cash of the proposed new tenant is unacceptable to Landlord, in Landlord's reasonable opinion.. If Tenant seeks to sublet or assign all or any portion of the Premises, Tenant shall deliver to Landlord 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) the terms and provisions of the proposed assignment or sublease; and (iii) such information as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or assign all or any portion of the Premises, Landlord shall notify Tenant of its decision, and if the assignment or sublease is approved, deliver to Tenant a copy of Landlord's standard form of sublease or assignment agreement (as applicable), which instrument shall be utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual legal and other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. Each permitted assignee or sublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a “Transfer”)permitted sublessee or a permitted assignee in accordance with the provisions of this Lease. Although such payments may be processed and accepted by such accounting department personnel, any and all actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord of any proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, and any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. Any and all options, first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant in this Lease, if Notwithstanding the foregoing, Tenant may, without the prior written consent of Landlord, which shall not be unreasonably withheld. Tenant shall, at the time Tenant requests the consent of Landlord, deliver assign this Lease to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent the parent of Tenant or to a wholly-owned subsidiary of Tenant or of such proposed Transferparent, or (b) refuse any limited liability company or corporation into which or with which Tenant may be merged or consolidated, provided that the net worth of such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In additionparent, subsidiary or affiliate, or the net worth of the resulting entity under (b), as the case may be, shall have a condition net worth at least equal to ▇▇▇▇▇▇▇▇’s consent to any Transfer the greater of (i) the net worth of Tenant on the date of this Lease or (ii) the net worth of Tenant immediately prior to such assignment. Transfer of stock in Tenant shall not be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and deemed an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions assignment of this Lease and perform all the obligations of Tenant hereunder if such transfer is made pursuant to or in connection with respect to the assigned or subleased portion an initial public offering of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity stock of Tenant, so long as that related or affiliated entity the further transfers of such publicly sold stock. 1. In no event shall Tenant is under majority ownership or any lender to Tenant cause to be recorded any financing statements, UCC filings or their equivalents in connection with this Lease which affect or otherwise impair title to Landlord's fixtures and control of Tenant, and for which Tenant shall provide written notice to Landlord upon Landlord's real or personal property located on the assignment or transferPremises.

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, assign or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)by any party other than Tenant, without the prior written consent of Landlord, which shall not be unreasonably withheldLandlord in each instance. Tenant shall, at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant subtenant; and Landlord shall have not less than ten twenty (1020) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transferassignment, encumbrance or sublease; (b) refuse such consent, which refusal shall be in Landlord's sole discretion; or (c) elect to terminate this Lease or, in the case of a partial sublease, terminate this Lease as to the portion of the Premises proposed to be sublet. As a condition for Landlord's consent with specified justification to outline good faith any assignment, encumbrance or release, Landlord may require that the assignee or subtenant remit directly to Landlord on a monthly basis for not withholding consent unreasonablyall monies due to Tenant by said assignee or subtenant. In addition, as a condition to ▇▇▇▇▇▇▇▇’s Landlord's consent to any Transfer assignment, sublease or encumbrance of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer assignment, transfer or encumbrance and an agreement executed by the assignee, sublessee subtenant or other transferee transferee, in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assignee, subtenant or transferee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder hereunder, including, without limitation, the environmental warranties and covenants set forth in Article XI. If Landlord does not elect to terminate this Lease with respect to a proposed assignment or subletting, then Landlord shall not unreasonably withhold its consent to a proposed assignment or subletting provided that, in addition to all other requirements of this Article XV being satisfied: (i) The proposed subtenant or assignee is not already a tenant in the assigned Project; (ii) The proposed subtenant or subleased portion assignee is not a governmental or quasigovernrnental entity or agency; (iii) The stated or advertised rent that Tenant proposes to charge the proposed subtenant or assignee is not less than Tenant's Base Rent (but Tenant shall be permitted to effectively reduce such rent by the use of concessions); (iv) The subtenant or assignee is not a party with whom Landlord has had discussions within nine (9) months prior to the date of the Premisesproposed sublease or assignment concerning the possibility of such party leasing space in the Project; (v) The proposed subtenant or assignee is a reputable party whose financial net worth, credit and financial responsibility is, considering the responsibilities involved, reasonably satisfactory to Landlord; (vi) The nature and character of the proposed subtenant or assignee, its business or activities and intended use of the Premises is, in Landlord's reasonable judgment, in keeping with the standards of the Project; and (vii) All costs incurred with respect to providing reasonably appropriate means of ingress and egress from the sublet space or to separate the sublet space from the remainder of the Premises shall be borne by Tenant. No Transfer assignment or subletting by Tenant (even if such assignment or subletting is consented to by Landlord) shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer assignment or subletting contrary to the provisions hereof without Landlord's consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which subletting. Tenant shall provide written notice reimburse Landlord for legal and other expenses and administrative costs incurred by Landlord in connection with any request by Tenant for consent to Landlord upon the assignment or transfersubletting upon demand with interest thereon at the Interest Rate from the date of demand until paid in full.

Prohibition. Tenant shall not assign, mortgage, pledge directly or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)indirectly, without the prior written consent of Landlord, Landlord (which consent shall not be unreasonably withheld), assign this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant, except as provided in SECTION 9.7. Tenant shallmay hypothecate this Lease to an institutional lender upon prior notice to Landlord and without releasing Tenant of its obligations herein. In the event Tenant hypothecates this Lease to an institutional lender pursuant to this SECTION 9.1, at Landlord agrees that it will negotiate in good faith with such lender a commercially reasonable Subordination, Non-Disturbance and Attornment Agreement which is satisfactory to Landlord; all costs of such negotiation (including reasonable attorneys' fees) shall be paid by Tenant. This Lease shall not, nor shall any interest herein, be assignable as to the time interest of Tenant requests involuntarily or by operation of law without the prior written consent of Landlord. Subject to SECTION 9.7, deliver for purposes of this Lease, any of the following transfers on a cumulative basis shall constitute an assignment of this Lease, of which Tenant shall provide written notice to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitationLandlord; if Tenant is a corporation, the nametransfer of more than forty-nine percent (49%) of the stock of the corporation; if Tenant is a partnership, addressthe transfer of more than forty-nine percent (49%) of the capital or profits interest in the partnership; and if Tenant is a trust, nature the transfer of businessmore than forty-nine (49%) of the beneficial interest under the trust. However, ownershipif Tenant is a corporation with equity securities registered under Section 12 of the Securities Exchange Act of 1934, financial responsibility and standing then a transfer of such proposed assignee or subtenant and Landlord securities shall have not less than ten (10) business days after receipt be deemed an assignment of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis this Lease for not withholding consent unreasonably. In addition, as a condition to which ▇▇▇▇▇▇▇▇’s 's consent to any Transfer of this Lease shall be the delivery to Landlord of a true copy is required. Any of the fully executed instrument foregoing acts without such prior written consent of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event shall, at the option of Default by Tenant. The consent by Landlord, constitute a default that entitles Landlord to any Transfer shall not constitute a waiver of terminate this Lease. Tenant agrees that the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to instrument by which any assignment or transfer 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 a related or affiliated entity the portion of Tenant, so long the Premises subject to such sublease) as that related or affiliated entity and when performance is due after the effective date of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfersublease 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. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant’s reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in Section 4.1 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the Premises same to be used or occupied by anyone other than Tenant; or (collectivelyc) mortgage, a “Transfer”)pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which shall not consent may be unreasonably withheldgiven or withheld in Landlord’s sole discretion. Tenant shallAny purported assignment, at mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablybe absolutely null and void. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary consent by Landlord to the provisions hereof without a 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 void and an Event of Default by Tenantrequired in all such instances. The No consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease sublease shall be deemed to a related or affiliated entity of Tenant, so long as that related or affiliated entity of release Tenant is under majority ownership from its obligations hereunder and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferremain fully liable for performance of all obligations under this Lease.

Prohibition. Tenant Lessee shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, license, assign, license or permit occupancy by any third party other than Tenant Lessee of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, which the Port in each instance. Lessee shall not be unreasonably withheld. Tenant shall, at the time Tenant the Lessee requests the consent of Landlordthe Port, deliver to Landlord the Port such information in writing as Landlord the Port may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than ten licensee. Within twenty (1020) business days after receipt of all required information to information, the Port shall, in its sole discretion, elect one of the following: (a) to consent to such proposed Transferassignment, sublease or license or (b) to refuse such consent. 13.1.1 As a condition for the Port’s consent to any assignment, encumbrance or sublease, the Port may require that the assignee, sublessee or licensee remit directly to the Port on a monthly basis, all monies due to Lessee by said assignee, sublessee or licensee (except with specified justification respect to outline good faith basis for not withholding consent unreasonablyexcess rentals otherwise due Lessee pursuant to Section 13.2). In addition, as a condition to ▇▇▇▇▇▇▇▇the Port’s consent to any Transfer assignment, sublease or license of this Lease or the Premises shall be the delivery to Landlord the Port of a true copy of the fully executed instrument of Transfer assignment, sublease or license and an agreement executed by the assignee, sublessee or other transferee licensee in form and substance reasonably satisfactory to Landlord the Port and expressly enforceable by Landlordthe Port, whereby the assignee assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder Lessee hereunder. 13.1.2 In the event of any assignment, ▇▇▇▇▇▇ and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Lease and consents that the Port may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Lease and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Lessee; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Lessee and of each respective assignor. 13.1.3 Lessee agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Lease then the subtenant or licensee, at the request of the Port, will attorn to the assigned Port and the sublessee or subleased portion licensee, if the Port so requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or licensee in such circumstances only by privity of estate. Nothing herein shall be deemed to require the Premises. Port to accept such attornment. 13.1.4 No Transfer assignment, subletting or license by Tenant Lessee shall relieve Tenant or Guarantor Lessee of any obligation under this Lease, including Tenant▇▇▇▇▇▇’s obligation to pay Base Rent and Additional Rent or any other sum hereunder. Any purported Transfer assignment, subletting or license contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord the Port to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer subletting. 13.1.5 Lessee shall reimburse the Port in the sum of this Lease Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by ▇▇▇▇▇▇ for consent to a related an assignment, subletting or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferlicense.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use described in Section 4.1 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the Premises same to be used or occupied by anyone other than Tenant; or (collectivelyc) mortgage, a “Transfer”)pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld delayed or conditioned. Tenant shallAny purported assignment, at mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablybe absolutely null and void. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary consent by Landlord to the provisions hereof without a 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 void and an Event of Default by Tenantrequired in all such instances. The No consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease sublease shall be deemed to a related or affiliated entity of Tenant, so long as that related or affiliated entity of release Tenant is under majority ownership from its obligations hereunder and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferremain fully liable for performance of all obligations under this Lease.

Prohibition. Tenant shall not, without the prior written consent of Landlord (which consent shall not be unreasonably withheld, conditioned or delayed), assign this Lease or any interest herein or sublease the Premises or any part thereof, or permit the use or occupancy of the Premises by any person or entity other than Tenant, except as provided in Section 9.7. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”), 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 assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord (which consent shall not be unreasonably withheld, conditioned or delayed). For purposes of this Lease, any of the following transfers on a cumulative basis shall constitute an assignment of this Lease that requires the prior written consent of Landlord: if Tenant is a corporation, 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 securities registered under Section 12 of the Securities Exchange Act of 1934, then a transfer of such securities shall not be deemed an assignment of this Lease 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 time Tenant requests the consent option of Landlord, deliver constitute a default that entitles Landlord to terminate this Lease. Tenant agrees that the instrument by which any assignment or sublease to which Landlord such information in writing as Landlord may reasonably require respecting consents is accomplished shall expressly provide that the proposed assignee or subtenant includingwill 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. Any purported assignment or sublease without limitation, an instrument containing the name, address, nature of business, ownership, financial responsibility and standing of such proposed foregoing provisions shall be void. Tenant shall in all cases remain liable for the performance by any assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfercovenants.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use set forth in SECTION 3 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, Lease in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all : (b) sublet the Premises or any part of thereof, or allow the Premises same to be used or occupied by anyone other than Tenant; or (collectivelyc) mortgage, a “Transfer”)pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each 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. 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 are not be unreasonably withheld. Tenant shall, at in keeping with the time Tenant requests standards of Landlord for the consent Building and may have a material adverse affect on the existing structural or physical condition of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the Premises; (ii) the proposed assignee or subtenant including, without limitation, has an Unacceptable Business Reputation (as hereinafter defined); (iii) the name, address, nature financial worth of business, ownership, financial responsibility and standing of such the proposed assignee or subtenant and is insufficient to 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 has received a proposal from or submitted a proposal to within ninety (90) days prior to the date of Tenant's request to assign or sublet. For purposes of this Lease, Unacceptable Business Reputation shall have not less than ten (10) business days after receipt of all required information to elect one mean any of the following: (ax) consent to such proposed Transferthe conduct 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 (by) refuse a business whose equity owners, officers or principal employees have committed serious criminal or unlawful acts, or have been subject to media publicity regarding criminal investigations, workplace violations or other unlawful acts or behavior that could be reasonably expected to draw negative attention to 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 with specified justification of Landlord (other than to outline good faith basis for not withholding consent unreasonablya Permitted Transferee) shall be absolutely null and void. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary consent by Landlord to the provisions hereof without a 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 void and an Event of Default by Tenantrequired in all such instances. The Any consent by Landlord to any Transfer assignment or sublease shall not constitute 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 waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 merger, consolidation, stock transfer or asset sale shall not apply to any be considered an assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide requires Landlord's prior written notice to Landlord upon the assignment or transferconsent.

Prohibition. Tenant shall not assigncovenants and agrees that, mortgageexcept as permitted herein, pledge neither this Lease nor the estate hereby granted, nor any interest herein or therein, will be assigned (collaterally, conditionally or otherwise), mortgaged, pledged, encumbered or otherwise transfer transferred, whether voluntarily, involuntarily, by operation of law or encumber this Leaseotherwise, and that neither the Premises nor the Property, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or be sublet (which term, without limitation, shall include granting of concessions, licenses, use and occupancy agreements and the like) in whole or in part, nor subletwithout in each case, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”), without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed provided that any such assignee or subtenant agrees directly with Landlord, by written instrument in form satisfactory to Landlord in its reasonable discretion, to be bound by all obligations of Tenant under this Lease (with respect only to the subleased premises in the case of a sublease), including without limitation, the covenant limiting assignment and subletting and containing such other provisions as are consistent with this Lease. Tenant shallfurther agrees that notwithstanding any assignment or sublet of any or all of Tenant’s interest in this Lease (irrespective of whether or not Landlord’s consent is required therefor), at 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 Landlord to a particular assignment, sublease or occupancy or other act, from time to time, for which Landlord’s consent is required pursuant to this ARTICLE 8, and any provision of this Lease which permits an assignment, sublease or occupancy or other act without Landlord’s consent shall not in any way diminish the prohibition stated in this Section 8.1 as to any such further assignment, sublease or occupancy or other act or the continuing liability of the original named Tenant requests or of any assignee from time to time. Assignment of the Lease or a sublease of all or a portion of the Premises to a parent, affiliate, or subsidiary of Tenant shall be permitted hereunder without the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed . Any assignee or subtenant includingshall be obligated to enter into a written instrument in form satisfactory to Landlord in its reasonable discretion agreeing to be bound by all obligations of Tenant under this Lease (with respect only to the subleased premises in the case of a sublease), including without limitation, the name, address, nature of business, ownership, financial responsibility covenant against further assignment and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfersubletting.

Prohibition. Tenant shall not assignnot, mortgage, pledge directly or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)indirectly, without the prior written consent of Landlord, which shall not be unreasonably withheldassign this Lease or any interest herein or sublease the 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, pledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord. For purposes of this Lease, any of the following transfers on a cumulative basis shall constitute an assignment of this Lease that requires the prior written consent of Landlord: if Tenant is a corporation, 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; if Tenant is a limited liability company, the transfer of more than forty-nine percent (49%) of the membership interests in the limited liability company or a change in the manager of the limited liability company, if any; and if Tenant is a trust, the transfer of more than forty-nine percent (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 time Tenant requests the consent option of Landlord, deliver constitute a default that entitles Landlord to terminate this Lease. Notwithstanding anything herein to the contrary contained in this Lease, the transfer of shares of Tenant (if Tenant is a corporation) for purposes of this section 9.1 shall not include that sale of shares by persons other than those deemed "insiders" within the meaning of the Securities Exchange Act of 1934, as amended, which sale is effected through the "over-the counter- market" or through any recognized stock exchange. Tenant agrees that the instrument by which any assignment or sublease to which Landlord such information in writing as Landlord may reasonably require respecting consents is accomplished shall expressly provide that the proposed assignee or subtenant includingwill 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 limitation, an instrument containing the name, address, nature of business, ownership, financial responsibility and standing of such proposed foregoing provisions shall be void. Tenant shall in all cases remain liable for the performance by any assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfercovenants.

Prohibition. Except as expressly set forth herein with respect to a Related Entity, Tenant shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer or encumber this LeaseLease (collectively, "assignment"), in whole or in part, whether voluntarily or involuntarily or by operation of law, nor sublet, license, assign, sublet or permit occupancy by any third party person other than Tenant of all or any part portion of the Premises (collectively, a “Transfer”), without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed. Tenant shallhereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, at unless the time proposed sublessee or assignee shall (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the lien-free completion of such improvements. If Tenant requests seeks to sublet or assign all or any portion of the consent of LandlordPremises, Tenant shall deliver to Landlord 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 in writing as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require respecting require; and (iii) the proposed assignee or subtenant includingaforementioned plans and specifications, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than if any. Within ten (10) business days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or assign all required information to elect one or any portion of the following: Premises, Landlord shall deliver to Tenant a copy of Landlord's standard form of sublease or assignment agreement (aas applicable) consent or a form provided by Tenant and reasonably acceptable to such proposed TransferLandlord, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer of this Lease which instrument shall be the delivery to Landlord of utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual and provisions reasonable legal and other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease or assignment (1) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises excluding Tenant's initial potential sublease of all or a portion of the first floor of the Premises or a sublease or assignment to a Related Entity (2) is for a term which by itself or taken together with prior or other subleases or partial assignments is greater than fifty percent (50%) of the period remaining in the Term of this Lease and perform all as of the obligations time of Tenant hereunder the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease with respect to the assigned proposed sublease or subleased portion of assignment space, or, if the proposed sublease or assignment space covers all the Premises. No Transfer by Tenant , it shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation serve to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to terminate the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer 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 Tenant 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, including without limitation, a related Related Entity, shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or affiliated entity complied with, for the term of this Lease. No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall not be released from performing any of the terms, covenants and conditions of this Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, so long as that related a permitted sublessee or affiliated entity a permitted assignee in accordance with the provisions of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transfer.this Lease. Although

Prohibition. Tenant shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, license, assign, license or permit occupancy by any third party other than Tenant of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, which shall not be unreasonably withheldLandlord in each instance. Tenant shall, shall at the time the Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than ten licensee. Within twenty (1020) business days after receipt of all required information to information, Landlord shall, in its sole discretion, elect one of the following: : (a) to consent to such proposed Transferassignment, sublease or license or (b) to refuse such consent. 14.1.1. As a condition for Landlord’s consent to any assignment, encumbrance or sublease, Landlord may require that the assignee, sublessee or licensee remit directly to Landlord on a monthly basis, all monies due to Tenant by said assignee, sublessee or licensee (except with specified justification respect to outline good faith basis for not withholding consent unreasonablyexcess rentals otherwise due Tenant pursuant to Section 14.2). In addition, as a condition to ▇▇▇▇▇▇▇▇Landlord’s consent to any Transfer assignment, sublease or license of this Lease or the Premises shall be the delivery to Landlord of a true copy of the fully executed instrument of Transfer assignment, sublease or license and an agreement executed by the assignee, sublessee or other transferee licensee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder hereunder. 14.1.2. In the event of any assignment, Tenant and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Lease and consents that Landlord may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Lease and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Tenant; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Tenant and of each respective assignor. 14.1.3. Tenant agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Lease then the subtenant or licensee, at the request of Landlord, will attorn to Landlord and the sublessee or licensee, if Landlord so requests, shall continue in effect with Landlord, but Landlord shall be bound to the assigned subtenant or subleased portion licensee in such circumstances only by privity of the Premisesestate. Nothing herein shall be deemed to require Landlord to accept such attornment. 14.1.4. No Transfer assignment, subletting or license by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent or any other sum hereunder. Any purported Transfer assignment, subletting or license contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which subletting. 14.1.5. Tenant shall provide written notice reimburse Landlord in the sum of FIVE HUNDRED DOLLARS ($500.00) plus any reasonable professionals’ fees and expenses incurred by Landlord in connection with any request by Tenant for consent to Landlord upon the assignment an assignment, subletting or transferlicense.

Prohibition. Tenant acknowledges that this Lease and the Rent due ----------- under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness and upon the continued operation of the Premises by Tenant for the particular use set forth in Section 4 above; therefore, Tenant shall not assignnot, mortgagewhether voluntarily, pledge or by operation of law, or otherwise: (a) assign or otherwise transfer or encumber this Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by any third party other than Tenant of all ; (b) sublet the Premises or any part of thereof, or allow the Premises same to be used or occupied by anyone other than Tenant; or (collectivelyc) mortgage, a “Transfer”)pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed. Tenant shallAny purported assignment, at mortgage, transfer, pledge or sublease made without the time Tenant requests the prior written consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, or (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonablybe absolutely null and void. In addition, as a condition to ▇▇▇▇▇▇▇▇’s consent to any Transfer No assignment of this Lease shall be effective and valid unless and until the delivery assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee's assumption of a true copy of the fully executed instrument of Transfer and an agreement executed by the assignee, sublessee or other transferee in form and substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect Any consent by Landlord to the assigned a particular assignment, sublease or subleased portion of the Premises. No Transfer by Tenant mortgage shall relieve Tenant not constitute consent or Guarantor approval of any obligation under this Leasesubsequent assignment, including Tenant’s obligation to pay Base Rent sublease or mortgage, and Additional Rent hereunderLandlord's written approval shall be required in all such instances. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord to any Transfer assignment or sublease shall not constitute a waiver of the necessity for such consent be deemed to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer of this Lease to a related or affiliated entity of Tenant, so long as that related or affiliated entity of release Tenant is under majority ownership from its obligations hereunder and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferremain fully liable for performance of all obligations under this Lease.

Prohibition. Tenant Lessee shall not assign, mortgage, pledge or otherwise transfer or encumber this Leasenot, in whole or in part, nor assign, sublet, license, assign, license or permit occupancy by any third party other than Tenant Lessee of all or any part of the Premises (collectively, a “Transfer”)Premises, without the prior written consent of Landlord, which the Port in each instance. Lessee shall not be unreasonably withheld. Tenant shall, at the time Tenant the Lessee requests the consent of Landlordthe Port, deliver to Landlord the Port such information in writing as Landlord the Port may reasonably require respecting the proposed assignee assignee, subtenant or subtenant licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee assignee, subtenant or subtenant and Landlord shall have not less than ten licensee. Within twenty (1020) business days after receipt of all required information to information, the Port shall, in its sole discretion, elect one of the following: (a) to consent to such proposed Transferassignment, sublease or license or (b) to refuse such consent. 13.1.1. As a condition for the Port’s consent to any assignment, encumbrance or sublease, the Port may require that the assignee, sublessee or licensee remit directly to the Port on a monthly basis, all monies due to Lessee by said assignee, sublessee or licensee (except with specified justification respect to outline good faith basis for not withholding consent unreasonablyexcess rentals otherwise due Lessee pursuant to Section 13.2). In addition, as a condition to ▇▇▇▇▇▇▇▇the Port’s consent to any Transfer assignment, sublease or license of this Lease or the Premises shall be the delivery to Landlord the Port of a true copy of the fully executed instrument of Transfer assignment, sublease or license and an agreement executed by the assignee, sublessee or other transferee licensee in form and substance reasonably satisfactory to Landlord the Port and expressly enforceable by Landlordthe Port, whereby the assignee assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder Lessee hereunder. 13.1.2. In the event of any assignment, Lessee and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Lease and consents that the Port may in each and every instance deal with respect the tenant in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Lease and modify the same, and in general deal with the tenant then in possession without notice to or consent of any assignor, including Lessee; and any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the consent of Lessee and of each respective assignor. 13.1.3. Lessee agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Lease then the subtenant or licensee, at the request of the Port, will attorn to the assigned Port and the sublessee or subleased portion licensee, if the Port so requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or licensee in such circumstances only by privity of estate. Nothing herein shall be deemed to require the PremisesPort to accept such attornment. 13.1.4. No Transfer assignment, subletting or license by Tenant ▇▇▇▇▇▇ shall relieve Tenant or Guarantor Lessee of any obligation under this Lease, including Tenant▇▇▇▇▇▇’s obligation to pay Base Rent and Additional Rent or any other sum hereunder. Any purported Transfer assignment, subletting or license contrary to the provisions hereof without consent shall be void and an Event of Default by Tenantvoid. The consent by Landlord the Port to any Transfer assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. ‘The restrictions in this Section 15.1 shall not apply to any assignment or transfer subletting. 13.1.5. Lessee shall reimburse the Port in the sum of this Lease Five Hundred Dollars ($500.00) plus any reasonable plus any reasonable third party professionals’ fees and expenses incurred by the Port in connection with professionals’ fees and expenses incurred by the Port in connection withfor [tht22]any request by Lessee for consent to a related an assignment, subletting or affiliated entity of Tenant, so long as that related or affiliated entity of Tenant is under majority ownership and control of Tenant, and for which Tenant shall provide written notice to Landlord upon the assignment or transferlicense.