Common use of Sublease and Assignment Clause in Contracts

Sublease and Assignment. Except as otherwise permitted by Section 11.2 and Section 11.3 below, Tenant shall not assign this Lease, or allow it to be assigned, in whole or in part, by operation of law or otherwise or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be occupied by any person or business entity, or any combination thereof, other than Tenant, without the prior written consent of Landlord, approval and consent not to be unreasonably withheld as spelled out below in Section 11.2. Notwithstanding anything to the contrary contained herein, Tenant may, without the prior written consent of Landlord, assign this Lease or sublet the premises or any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean (i) any entity which controls or is controlled by or is under common control with Tenant, or (ii) any entity not less than fifty (50%) of whose outstanding stock shall, at the time, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed. No assignee or subtenant of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Any assignment made by Tenant shall contain a covenant of assumption by the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be paid by Tenant within thirty (30) days of receipt of an invoice from Landlord.

Sublease and Assignment. Except as otherwise permitted by Section 11.2 and Section 11.3 belowNeither Tenant, Tenant nor Tenant’s legal representatives or successors shall not mortgage, encumber, assign or transfer this Leaselease or sublease, or allow it to be assigned, in whole use or in part, by operation of law occupy or otherwise or mortgage or pledge permit the same, or sublet the Premises demised premises or any part thereof or permit the Premises to be used or occupied by any person or business entity, or any combination thereof, other than Tenantothers, without the prior written consent of LandlordLandlord in each instance, approval and which consent shall not to be unreasonably withheld as spelled out below or delayed in Section 11.2accordance with the express terms and conditions of this Article. Notwithstanding anything to Any such mortgage, encumbrance, sublease or assignment or permission without such consent shall be voidable, at the contrary contained hereinoption of Landlord and, Tenant may, without at the prior written consent option of Landlord, assign shall terminate this Lease or sublet lease. If the demised premises or any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean (i) be occupied by any entity which controls or is controlled by or is under common control with party other than Tenant, without Landlord’s consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy or (ii) any entity not less than fifty (50%) collection shall be deemed a waiver of whose outstanding stock shall, at the time, be owned by conditions of this Article or the acceptance of the occupant as Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean Subtenant or a release of Tenant from the possession further performance by assignee of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease obligations on the part of Tenant to be performedunder this lease. No assignee sublease, or subtenant of the Premises or any portion thereof assignment may assign or sublet the Premises or any portion thereof. Any assignment made by become effective unless and until Tenant shall contain a covenant of assumption by the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by has given Landlord in connection with any assignment or sublease proposed by Tenant will be paid by Tenant within at least thirty (30) days prior written notice of receipt such proposed bonafide sublease or assignment, such notice to be received by Landlord at least thirty (30) days prior to the proposed commencement date of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an invoice from Landlordindividual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assingment the proposed commencement and termination date of such proposed sublease or assingment: and whether all or portion of the leased premises is proposed to be subleased under such proposed sublease.

Sublease and Assignment. Except as otherwise permitted by Section 11.2 and Section 11.3 below, Tenant Sublessee shall not have the right to sublease or assign this LeaseSublease or any part thereof, or allow it suffer or permit the Sublet Premises or any part thereof to be assigned, in whole or in partoccupied by others, by operation of law or otherwise or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be occupied by any person or business entity, or any combination thereof, other than Tenant, without the prior written consent of Sublessor and Landlord, approval and consent not . Any attempt by Sublessee to be unreasonably withheld as spelled out below sublease or assign its interests under the Sublease in Section 11.2. Notwithstanding anything to the contrary contained herein, Tenant may, contravention of this Sublease without the such prior written consent shall be void, of Landlordno effect, and constitute an Event of Default hereunder. Any required consent of Sublessor shall not be unreasonably withheld, conditioned or delayed. If Sublessee should desire to assign this Lease Sublease or sublet sublease the premises Sublet Premises or any part thereof portion thereof, Sublessee shall give Sublessor written notice of such desire to make such assignment or effect such sublease. At the time of giving such notice, Sublessee shall provide Sublessor with a copy of the proposed assignment or sublease document, and such information as Sublessor and Landlord may reasonably request concerning the proposed assignee or sublessee to assist Sublessor and Landlord in making an Affiliate informed judgment regarding the financial condition, reputation, operation, and general desirability of Tenantthe proposed assignee or sublessee. The term “Affiliate” Sublessor shall mean then have a period of twenty (i20) days following receipt of such notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, in the event of any entity which controls approved assignment or is controlled by subletting, the rights of any such assignee or is under common control with Tenantsublessee of Sublessee herein shall be subject to all of the terms, conditions, and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (ii) “Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs in connection with any entity such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, sublease, or other transaction shall not less than be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent (50%) of whose outstanding stock shall, at the time, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession of the power to direct or cause the direction of the management and policies of all such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed. No assignee or subtenant of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Any assignment made by Tenant shall contain a covenant of assumption by the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be paid by Tenant excess Rent within thirty ten (3010) days of following receipt of an invoice thereof by Sublessee from Landlordsuch sublessee, assignee, licensee, or other transferee, as the case might be, as Additional Rent.

Sublease and Assignment. Except as otherwise permitted by Section 11.2 and Section 11.3 belowset forth in Rider 6 attached hereto, Tenant shall not assign this Lease, or allow it to be assigned, in whole or in part, by operation of law or otherwise (it being agreed that for purposes of this Lease, assignment shall include, without limitation, the transfer of a majority interest of stock, partnership or other forms of ownership interests, merger or dissolution) or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be occupied by any person firm, person, partnership or business entity, corporation or any combination thereof, other than Tenant, without the prior written consent of Landlord, approval and which consent to a sublease or assignment (other than a collateral assignment) shall not to be unreasonably withheld withheld, conditioned or delayed so long as spelled out below Landlord does not elect to terminate this Lease as provided in Section 11.211.201(b) below. Notwithstanding anything In no event shall any assignment or sublease ever release Tenant from any obligation or liability hereunder. Without limiting Landlord’s consent rights and as a condition to the contrary contained hereinobtaining Landlord’s consent, Tenant may, without the prior written consent of Landlord, assign this Lease or sublet the premises or any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean (i) any entity which controls or is controlled by or is each assignee must assume all obligations under common control with Tenant, or this Lease and (ii) any entity not less than fifty (50%) of whose outstanding stock shalleach sublessee must confirm that its sublease is subject and subordinate to this Lease. In addition, each assignee and sublessee shall agree to cause the Premises to comply at the time, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession all times with all requirements of the power to direct Disability Acts (as amended), including, but not limited to, obligations arising out of or cause associated with such assignee’s or subtenant’s use of or activities or business operations conducted within the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performedPremises. No assignee or subtenant sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord’s rights as to any subsequent assignments and/or sublettings. Tenant shall deliver to Landlord a copy of each assignment or sublease entered into by Tenant promptly after the execution thereof, whether or not Landlord’s consent is required in connection therewith. Any assignment made by Tenant shall be in recordable form and shall contain a covenant of assumption by the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be the responsibility of Tenant and will be paid by Tenant within thirty five (305) days of receipt of an invoice from Landlord. In addition, Tenant will pay to Landlord an administrative overhead fee of $500.00 in consideration for Landlord’s review of any requested assignment or sublease.

Sublease and Assignment. Except as otherwise permitted by Section 11.2 provided below and Section 11.3 belowas provided in Rider 2 to the Lease, Tenant shall not assign this Lease, or allow it to be assigned, in whole or in part, by operation of law or otherwise (it being agreed that for purposes of this Lease, assignment shall include, without limitation, the transfer of a majority interest of stock, PARTNERSHIP or other forms of ownership interests, merger or dissolution) or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be occupied by any person firm, person, partnership or business entity, corporation or any combination thereof, other than Tenant, without the prior written consent of Landlord. In no event shall any assignment or sublease ever release Tenant from any obligation or liability hereunder. Without limiting Landlord's consent rights and as a condition to obtaining Landlord's consent, approval and consent not to be unreasonably withheld as spelled out below in Section 11.2. Notwithstanding anything to the contrary contained herein, Tenant may, without the prior written consent of Landlord, assign this Lease or sublet the premises or any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean (i) any entity which controls or is controlled by or is each assignee must assume all obligations under common control with Tenant, or this Lease and (ii) any entity not less than fifty (50%) of whose outstanding stock shalleach sublessee must confirm that its sublease is subject and subordinate to this Lease. In addition, each assignee and sublessee shall agree to cause the Premises to comply at the time, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession all times with all requirements of the power to direct Disability Acts (as amended), including, but not limited to, obligations arising out of or cause associated with such assignee's or subtenant's use of or activities or business operations conducted within the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein Premises to the contrary, extent Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in would be required to so comply under this Lease on the part of Tenant to be performedLease. No assignee or subtenant sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's rights as to any subsequent assignments and/or sublettings. Tenant shall deliver to Landlord a copy of each assignment or sublease entered into by Tenant promptly after the execution thereof, whether or not Landlord's consent is required in connection therewith. Any assignment made by Tenant shall contain a be in RECORDABLE FORM AND SHALL CONTAIN A covenant of assumption by the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by Landlord in connection INCURRED BY LANDLORD IN CONNECTION with any assignment or sublease proposed by Tenant will be the responsibility of Tenant and will be paid by Tenant within thirty five (305) days of receipt of an invoice from Landlord. In addition, Tenant will pay to Landlord an administrative overhead fee of $500.00 in consideration for Landlord's review of any requested assignment or sublease.

Sublease and Assignment. Except as otherwise permitted by Section 11.2 and Section 11.3 belowNeither Tenant, Tenant nor Tenant's legal representatives or successors shall not mortgage, encumber, assign or transfer this Leaselease or sublease, or allow it to be assigned, in whole use or in part, by operation of law occupy or otherwise or mortgage or pledge permit the same, or sublet the Premises demised premises or any part thereof or permit the Premises to be used or occupied by any person or business entity, or any combination thereof, other than Tenantothers, without the prior written consent of LandlordLandlord in each instance, approval and which consent shall not to be unreasonably withheld as spelled out below or delayed in Section 11.2accordance with the express terms and conditions of this Article. Notwithstanding anything to Any such mortgage, encumbrance, sublease or assignment or permission without such consent shall be voidable, at the contrary contained hereinoption of Landlord and, Tenant may, without at the prior written consent option of Landlord, assign shall terminate this Lease or sublet lease. If the demised premises or any part thereof be occupied by any party other than Tenant, without Landlord's consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy or collection shall be deemed a waiver of the conditions of this Article or the acceptance of the occupant as Assignee or Subtenant or a release of Tenant from the further performance by Tenant of the obligations on the part of Tenant under this lease. No sublease or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) days prior written notice of such proposed bonafide sublease or assignment, such notice to be received by Landlord at least thirty (30) days prior to the proposed commencement date of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an Affiliate individual, partnership, corporation or the like; the present business address of Tenantthe proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assignment; the proposed commencement and termination date of such proposed sublease or assignment: and whether all or portion of the leased premises is proposed to be subleased under such proposed sublease. Tenant may sublease or assign all or a portion of the demised premises only upon the obtaining of Landlord's written consent and subject to the following express conditions: A. That Tenant does not sublease or assign to more than a reasonable number of transferees which number shall be subject to Landlord's approval; B. That each transferee shall be subject to the prior written approval of Landlord which approval shall not be unreasonably withheld, conditioned or delayed, but without limiting the generality of the foregoing, it shall be reasonable for Landlord to deny such approval if: (1) The use to be made of the demised premises by the proposed transferee is (a) not generally consistent with the character and nature of all other tenancies in the Building or with Landlord's leasing policy, or (b) a use which conflicts with any so called "exclusive" then in favor of another tenant of the Building or of any of Landlord's other Buildings which are in the same complex as the Building, or (c) any use which is the same as that stated in any percentage lease to another tenant of the Building or any of Landlord's other Buildings which are in the same complex as the Building or (d) a use which would be prohibited by any other portion of this lease (including but not limited to any rules and regulations then in effect): or (2) The character, moral stability, reputation and financial responsibility of the proposed transferee is not reasonably satisfactory to Landlord or in any event not at least equal to those which were possessed by Tenant as of the date of execution of this lease; C. That in no event shall the term “Affiliate” of such sublease or assignment be for a longer period than the unexpired term of this lease; D. That each sublease or assignment shall mean expressly provide that it is subject and subordinate to this lease; E. That Tenant shall pay to Landlord, Landlord's then standard processing fee, which as of the date of execution of this Lease is currently the sum of $1,000,000; F. That the proposed transferee shall execute an agreement on Landlord's then standard form pursuant to which it shall agree to perform faithfully and be bound by all of the terms, covenants, conditions, provisions and agreements of this lease for the period covered by the sublease or assignment to the extent of the space subleased; G. That an executed duplicate original of each sublease or assignment and assumption agreement in a form acceptable to Landlord, together with all sums due, shall be delivered to Landlord within five (5) days after the execution thereof and any such sublease or assignment shall not be binding upon Landlord until the delivery of the foregoing to Landlord and the execution and delivery of Landlord's consent thereto and; H. That Landlord shall have the right upon written demand to require the transferee to pay the rent under the sublease or assignment directly to the Landlord and/or to require Tenant to pay to Landlord a sum equal to (i) any entity which controls or is controlled by or is under common control with Tenant, or (ii) any entity not less than fifty per cent (50%) of whose outstanding stock shallany rent or other consideration paid to Tenant by any transferee which is in excess of the rent then being paid by Tenant to Landlord (to the extent of, at and as apportionable to space sought to be subleased) pursuant to the timeterms of this lease, after reduction for the reasonable and necessary direct costs actually incurred by Tenant to obtain the sublease or assignment, such as e.g., any brokerage fee and remodeling costs, but with no reduction for any indirect costs, such as e.g., rent and expenses paid by Tenant while the space sought to be owned subleased or assigned is vacant, and (ii) fifty per cent (50%) of any other profit or gain realized by Tenant from any such subleasing. All sums payable hereunder by Tenant shall be paid to landlord as additional rent immediately upon receipt thereof by Tenant. Any such rent, profit, gain or other consideration, or sum equal to same, as set forth herein, not so paid to Landlord as herein required, shall be and is deemed to be held and retained by Tenant in trust for the sole benefit of Landlord, and, whether actually held or retained by Tenant or Tenant’s parent corporationnot, shall be and is deemed to be held and retained by Tenant in trust for the sole benefit of Landlord, and whether actually held or retained by Tenant or not, shall be chargeable to Tenant and payable to Landlord upon demand. For purposes hereof, “control” Any failure or refusal by Tenant to pay Landlord same shall mean the possession constitute a default and material breach of the power terms, covenants and conditions of this lease subjecting Tenant to direct all the rights and remedies of Landlord under this lease and applicable law. The consent by Landlord to a sublease or cause assignment shall not in any way be construed to relieve Tenant or the direction transferee from obtaining the express consent in writing of Landlord to any further transfer. Any further transfer shall require the written consent of Tenant and any previous transferee except that Tenant and any transferee hereunder expressly waive their right to consent to any further transfer of the management and policies premises on their behalf by Landlord. The consent by Landlord to a sublease or assignment shall not in any way be construed to release Tenant from any liability whether past, present or future under this lease or to release Tenant from any liability under this lease because of such corporation, whether through the ownership Landlord's failure to give notice of voting securities default under or by contract or otherwise and ownership in respect to any of the liabilitiesterms, lossescovenants, profits and tax benefits for such entityconditions, provisions or agreements of this lease. Notwithstanding any subletting the consent of Landlord to an assignment or assignment by Tenant hereunder or any provision herein to the contrarysublease, Tenant shall remain fully liable for the performance payment of all bills rendered by Landlord for the covenantsrent and other charges incurred by the transferee for services and materials supplied to the demised premises. If Tenant is a corporation which, agreements, terms, provisions and conditions contained in this Lease on under the part of Tenant to be performed. No assignee then current guidelines published by the Commissioner or subtenant Corporations of the Premises State of California, is not deemed a public corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation of any portion thereof may assign stock or sublet interest in such corporation, association or partnership in excess of twenty-five (25%) percent shall be deemed a proposed transfer within the Premises or any portion thereofmeaning of this Article, including the requirement of obtaining Landlord's prior written consent. Any assignment made by Tenant shall contain a covenant of assumption by the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be paid by Tenant within thirty (30) days of receipt of an invoice from LandlordLANDLORD HEREBY CONSENTS TO THE ASSIGNMENT, SUBLETTING, OR TRANSFER OF THIS LEASE BY TENANT TO ANY CORPORATION RESULTING FROM A CONSOLIDATION, OR TO THE SURVIVING CORPORATION IN CASE OF A MERGER, TO WHICH CONSOLIDATION OR MERGER TENANT SHALL BE A PARTY, OR TO ANY BANK ACQUIRING ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF TENANT, OR TO ANY CORPORATION RESULTING FROM A REORGANIZATION OF TENANT.

Sublease and Assignment. Except as otherwise permitted by Section 11.2 and Section 11.3 below, Tenant shall not assign this Lease, or allow it to be assigned, in whole or in part, by operation of law Law or otherwise (it being agreed that for purposes of this Lease, assignment shall include, without limitation, the transfer of a majority interest of stock, partnership or other forms of ownership interests, merger or dissolution) or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Renaissance Tower/ Priority Fulfillment Services, Inc. Premises to be occupied by any person firm, person, partnership or business entity, corporation or any combination thereof, other than Tenant, without the prior written consent of LandlordLandlord (which consent shall not be unreasonably withheld, approval and consent conditioned or delayed in accordance with Section 11.2 below). Notwithstanding the foregoing, if any permitted assignee of Tenant is a public corporation, the transfer of a majority interest of the stock of such assignee shall not be deemed to be unreasonably withheld as spelled out below in Section 11.2. Notwithstanding anything to the contrary contained herein, Tenant may, without the prior written consent an assignment of Landlord, assign this Lease or sublet the premises and shall not require Landlord’s consent or any part thereof notification to an Affiliate of Tenant. The term “Affiliate” shall mean (i) any entity which controls or is controlled by or is under common control with Tenant, or (ii) any entity not less than fifty (50%) of whose outstanding stock shall, at the time, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entityLandlord. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed, including without limitation, Tenant’s obligation to pay Basic Rent and Additional Rent during the entire Term. No assignee Tenant shall deliver to Landlord a copy of each assignment or subtenant sublease entered into by Tenant promptly after the execution thereof, whether or not Landlord’s consent is required in connection therewith. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of the Premises or Landlord’s rights as to any portion thereof may assign or sublet the Premises or any portion thereofsubsequent assignments and/or sublettings. Any assignment made by Tenant shall be in recordable form and shall contain a covenant of assumption of obligations accruing thereafter by the assignee running to Landlord. All reasonable actual, reasonable, out-of-pocket legal fees and expenses not to exceed $1500.00 incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be the responsibility of Tenant and will be paid by Tenant within thirty (30) days of receipt of an invoice from Landlord; provided, however, that in no event shall Tenant be required to pay any such legal fees in connection with a single assignment or sublease transaction which are in excess of $1,500. In addition, in consideration for Landlord’s review of any requested assignment or sublease, Tenant will pay to Landlord an administrative overhead fee of $1,000.00 at the time of such request.

Sublease and Assignment. Except as otherwise permitted by Section 11.2 and Section 11.3 below, Tenant shall not assign this Lease, or allow it to be assigned, in whole or in part, by operation of law or otherwise (it being agreed that for purposes of this Lease, assignment shall include, without limitation, the transfer of a majority interest of stock, partnership or other forms of ownership interests of Tenant (a “Change of Control”) or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be occupied by any person firm, person, partnership or business entity, corporation or any combination thereof, other than Tenant, Tenant without the prior written consent of Landlord, approval and Landlord which consent shall not to be unreasonably withheld as spelled out below in Section 11.2withheld. Notwithstanding anything to the contrary contained herein, In no event shall any assignment or sublease ever release Tenant may, without the prior written consent of Landlord, assign this Lease from any obligation or sublet the premises or any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean (i) any entity which controls or is controlled by or is under common control with Tenant, or (ii) any entity not less than fifty (50%) of whose outstanding stock shall, at the time, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performedliability hereunder. No assignee or subtenant sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Any assignment made Consent by Tenant Landlord to one or more assignments or sublettings shall contain not operate as a covenant waiver of assumption by the assignee running Landlord’s rights as to Landlord. any subsequent assignments and/or sublettings All reasonable legal fees and expenses not to exceed $1500.00 incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be the responsibility of Tenant and will be paid by Tenant within thirty twenty (3020) days of receipt of an invoice from Landlord. In addition, Tenant will pay to Landlord an administrative overhead fee of $500 plus reasonable attorneys cost not to exceed $1,500.00, in consideration for Landlord’s review of any requested assignment or sublease. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent and without constituting an assignment or sublease hereunder, (i) engage in a Change of Control or (ii) sublet the Premises or assign this Lease to (a) an entity controlling, controlled by or under common control with Tenant, (b) an entity related to Tenant by merger, consolidation or reorganization, or (c) a purchaser of a substantial portion of Tenant’s assets; provided, however, that, as a result of any of the foregoing transactions (including a Change of Control), the Tenant under this Lease (including any assignee resulting from any such transaction) must then have sufficient credit to perform all remaining obligations of Tenant under this Lease.

Sublease and Assignment. Except as otherwise permitted by Section 11.2 This Lease is personal to Tenant, and Section 11.3 below, Tenant shall may not assign this Lease, or allow it to be assigned, in whole or in part, by operation of law or otherwise or mortgage or pledge the same, or sublet the Premises all or any part portion thereof or permit the Premises to be occupied by any other person or business entity, persons to occupy the leased premises or any combination thereof, other than Tenant, portion thereof without the prior written consent of Landlord, approval and which consent shall not unreasonably be withheld. The interest of Tenant or such assignee cannot be sold, assigned, transferred, seized, or taken by operation of law or under or by virtue of any execution or other process, attachment, or proceeding instituted against Tenant, or under or by virtue of any bankruptcy or insolvency proceeding had in regard to be unreasonably withheld as spelled out below Tenant, or in Section 11.2any XV SUBORDINATION ------------- 1. Notwithstanding anything to the contrary contained herein, Tenant may, without the prior written consent Upon request of Landlord, assign Tenant will subordinate its rights hereunder to the lien of any first mortgage (which shall for purposes of this Lease be deemed to include a Deed of Trust) now or sublet hereafter in force against the land and buildings of which the leased premises are a part or upon any building hereafter placed upon the land of which the leased premises is a part, and to all advances made or hereafter to be made upon the security thereof. This Article shall be self-operative, and no further instrument of subordination shall be required from Tenant. Tenant hereby constitutes Landlord as its attorney in fact to execute any subordination agreement required by Landlord's mortgagee on Tenant's behalf. Nothing contained in this Article shall require Tenant to agree to any subsequent modification in the term of this Lease, nor shall any mortgagee succeeding to Landlord's interest have any greater rights hereunder than Landlord. 2. Upon the request by Landlord, Tenant agrees to provide an Estoppel Certificate to Landlord's mortgagee, in substantially similar form to Exhibit "E", attached hereto, but amended, as necessary, to reflect the facts as of the date each such Estoppel Certificate is requested. 1. The following events shall be deemed to be events of default by Tenant under this Lease: (a) If Tenant shall fail to pay any installments of the rent, or any other charge designated herein to be paid, on the date that same is due, and such failure shall continue for a period of Ten (10) days after written notice from Landlord. (b) If Tenant shall fail to comply with any term, condition, or covenant of this Lease, other than the payment of rent, and shall not cure such failure within Thirty (30) days after written notice thereof to Tenant; or if such failure cannot reasonably be cured within the said Thirty (30) days and Tenant shall not have commenced to cure such failure within Thirty (30) days after written notice thereof to Tenant; or if such failure cannot reasonably be cured within the said Thirty (30) days and Tenant shall not with reasonable diligence and good faith proceed in the curing of such failure. (c) If Tenant shall become insolvent, or shall make a transfer in fraud of creditors, or shall make an assignment for the benefit of creditors, or if any petition under any section or chapter of the National Bankruptcy Act shall be filed to subject Tenant's affairs to the same, or if a receiver or trustee shall be appointed for all or substantially all of the assets of Tenant. 2. Upon the occurrence of any of the foregoing events of default, Landlord shall, without any notice of demand whatsoever, have the option to: (a) Terminate this Lease upon written notice to Tenant, in which event this Lease and the term thereby demised shall expire and terminate on the date specified in such notice; and all rights of Tenant under this Lease shall on such date expire and terminate. Upon such expiration Tenant shall immediately quit and peacefully surrender the premises and building to Landlord, and, if Tenant fails to do so, Landlord may enter upon and take possession of the leased premises and building and expel or remove Tenant, and any other person who may be occupying said premises, or any part thereof, and Tenant agrees to pay to Landlord, on demand, the amount of all loss and damage which Landlord may suffer by reason of such termination, whether through inability to relet the premises on satisfactory terms or otherwise. (b) Enter upon and take possession of the leased premises and expel or remove Tenant and any other person who may be occupying said premises or any part thereof thereof, and relet the premises and receive rent therefor; and Tenant agrees to an Affiliate pay to Landlord, on demand, any deficiency that may arise by reason of such reletting. No (c) Enter upon the leased premises and do whatever Tenant is obligated to do under the terms of this Lease, and Tenant agrees to reimburse Landlord, on demand, for expenses which Landlord may incur in thus effecting compliance with Tenant's obligations under this Lease. 3. Landlord may pursue any of the foregoing remedies singly or cumulatively and, in addition, any other remedies provided by law; nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord hereunder, nor shall any termination and cancellation include a cancellation of Tenant's obligations hereunder for any deficiency upon reletting subsequent to said termination or cancellation, such obligations being independent covenants surviving said termination or cancellation. The term “Affiliate” shall mean (i) In the event of any entity which controls such expiration or is controlled by termination, whether or is under common control with Tenantnot the leased premises or buildings, or (ii) any entity not less than fifty (50%) of whose outstanding stock shallpart thereof, at the time, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contraryhave been relet, Tenant shall remain fully liable for pay to Landlord the performance of entire rent and all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant other charges required to be performed. No assignee or subtenant of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Any assignment made by Tenant shall contain a covenant of assumption by the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be paid by Tenant within thirty up to the time of such expiration or termination of this Lease, and thereafter Tenant, until the end of what would have been the term of this Lease in the absence of such expiration or termination, shall be liable to Landlord, and shall pay to Landlord, as and for liquidation and agreed current damages for Tenant's default: (30a) The amount of fixed rent, percentage rent and other charges which would be payable under this Lease by Tenant if this Lease were still in effect, less: (b) The net proceeds of any reletting, after deducting all of Landlord's reasonable expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, alteration costs, and expenses of preparation for such reletting. 4. For purposes of this Article, the amount of the percentage rent that would be payable under this Lease by Tenant if this Lease were still in effect shall be computed for the twelve (12) consecutive months which produced the highest percentage rent of the twenty-four (24) month period (or any lesser period if the termination requiring this computation takes place less than twenty-four (24) months after the commencement date) next preceding the month in which the occurrence requiring such computation takes place. Tenant shall pay such current damages (hereinafter called "deficiency") to Landlord monthly on the days on which rent would have been payable under this Lease if the term of receipt this Lease were still in effect, and Landlord shall be entitled to recover from Tenant each monthly deficiency as the same shall arise. 5. At any time after such expiration or termination whether or not Landlord shall have collected any deficiencies as aforesaid, Landlord, at its option, shall be entitled to recover from Tenant, and Tenant shall pay to Landlord, on demand, as and for liquidated and agreed final damages for Tenant's default, an amount equal to the difference between the rent reserved hereunder (including percentage rent determined as herein provided) for the unexpired portion of an invoice from Landlordthe term demised (as of the date of such demand) and the then fair and reasonable rental value of the leased premises and building 6. If Tenant shall default in its covenant to pay the rental as provided for herein, Landlord shall have a lien for such sums upon the personal property of Tenant located upon the leased premises and may enter the same and take possession of said personal property and sell it at public or private sale, and apply the proceeds thereof, after deducting the expenses of said sale, upon the monies due to Landlord prompting the same. Any public or private sale shall be held in a commercially reasonable manner.

Sublease and Assignment. Except as otherwise permitted by Section 11.2 and Section 11.3 below, Tenant shall not assign this Lease, or allow it to be assigned, in whole or in part, by operation of law or otherwise (it being agreed that for purposes of this Lease, assignment shall include, without limitation the transfer of a majority interest of stock, partnership or other forms of ownership interests, merger or dissolution) or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be occupied by any person firm, person, partnership or business entity, corporation or any combination thereof, other than Tenant, without the prior written consent of Landlord, approval and . which consent shall not to be unreasonably withheld as spelled out below or delayed. Tenant agrees that Landlord's failure to consent shall not be deemed reasonable if, in Section 11.2. Notwithstanding anything to the contrary contained hereinLandlord's opinion, Tenant may, without the prior written consent of Landlord, assign this Lease or sublet the premises or any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean among other things: (i) Tenant is in default under this Lease; (ii) the proposed sublease or assignment would tend to result in the violation of any entity which controls applicable law, ordinance or regulation; (iii) the nature of the business of any assignee, sublessee or transferee (a) is controlled inconsistent with any other tenant leases now or hereafter entered into by or is under common control with TenantLandlord containing provisions against Landlord leasing space in the Building for certain uses, or (iib) may have an adverse impact upon the manner in which the Building is operated or with the reputation of the Building; (iv) the character of the assignee, sublessee or transferee may have any adverse impact upon the reputation of the Building; (v) the sublessee, assignee or transferee is not sufficiently financially responsible to perform its obligations under the proposed sublease or assignment; (vi) the assignee, sublessee or transferee (a) is a tenant or occupant in the Building, (b) is a governmental entity; or (c) is any entity not less than fifty (50%) of whose outstanding stock shallwith whom Landlord is currently negotiating for space in the Building, at the time, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession even though in any of the power to direct foregoing circumstances (1) through (vi) the potential assignee, sublessee or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities transferee may have a good credit rating. In no event shall any assignment or by contract sublease ever release Tenant from any obligation or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performedliability hereunder. No assignee or subtenant sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Any assignment made Consent by Tenant Landlord to one or more assignments or sublettings shall contain not operate as a covenant waiver of assumption by the assignee running Landlord's rights as to Landlordany subsequent assignments and/or sublettings. All reasonable legal fees and expenses not to exceed $1500.00 incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be the responsibility of Tenant and will be paid by Tenant within thirty twenty (3020) days of receipt of an invoice from Landlord. In addition, Tenant will pay to Landlord an administrative overhead fee of not more than $500.00 in consideration for Landlord's review of any requested assignment or sublease.

Sublease and Assignment. Except as otherwise permitted by Section 11.2 and Section 11.3 below, Tenant Subtenant shall not assign this Lease, Sublease or allow it to be assigned, in whole or in part, by operation of law or otherwise or mortgage or pledge the same, or sublet the Premises further sublease all or any part thereof or permit portion of the Sublease Premises to be occupied by any person or business entity, or any combination thereof, other than Tenant, without the prior written consent of Sublandlord (which consent shall not be unreasonably withheld, conditioned, or delayed) and Prime Landlord. Subtenant shall not pledge its interest hereunder, approval and consent not allow liens to be unreasonably withheld as spelled out below in Section 11.2placed on such interest, or suffer this Sublease or any portion thereof to be attached or taken upon execution. Notwithstanding anything If consent is once given by Sublandlord to the contrary contained hereinassignment of this Sublease or the further sublease of the Sublease Premises or any interest therein, Tenant maySublandlord shall not be barred from subsequently refusing to consent to any further assignment or sublease, in its commercially reasonable discretion. Any attempt to sell, assign, or sublet without the consent of Sublandlord and Prime Landlord shall be deemed a default by Subtenant. If any assignment, subl ease, or other transfer obligates the transferee to pay to Subtenant amounts in excess of the Rent due under this Sublease (whether by increased rent, a lump sum payment, payment for the sale, transfer or lease of Subtenant’s fixtures or improvements, or any other form), then Subtenant shall pay to Sublandlord fifty percent (50%) of any such excess, after deduction for the actual, out-of-pocket costs of subleasing or assignment, solely limited to costs of marketing, brokerage commissions, and costs of improvements to the Sublease Premises associated with such subleasing or assignment, as Additional Rent, within seven (7) business days after receipt thereof by Subtenant. This Sublease shall not be assigned by operation of law. A transfer of the controlling stock in Subtenant or a change in the entity structure of Subtenant shall be deemed an assignment of this Sublease, requiring the prior written consent of Landlord, assign this Lease or sublet the premises or any part thereof to an Affiliate of TenantSublandlord. The term “Affiliate” shall mean (i) any entity which controls or is controlled by or is under common control with Tenant, or (ii) any entity not less than fifty (50%) of whose outstanding stock shall, at the time, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed. No assignee or subtenant of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Any assignment made by Tenant shall contain a covenant of assumption by the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by Landlord in In connection with any assignment occurring pursuant to the foregoing sentence, Subl andlord shall use its commercially reasonable efforts to provide or sublease proposed by Tenant will be paid by Tenant deny such consent within thirty three (303) business days of receipt of an invoice from Landlordany such request to assign provided to Sublandlord by Subtenant, pursuant to this Sublease. Subtenant shall reimburse Sublandlord for all reasonable costs, including reasonable attorney’s fees, incurred by Sublandlord in connection with the review, approval, and preparation of documentation related to any requested assignment, sublease, or transfer by Subtenant.

Sublease and Assignment. Except as otherwise permitted by Section 11.2 and Section 11.3 below, Tenant Sublessee shall not have the right to sublease or assign this LeaseSublease or any part thereof, or allow it suffer or permit the Sublet Premises or any part thereof to be assigned, in whole or in partoccupied by others, by operation of law or otherwise or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be occupied by any person or business entity, or any combination thereof, other than Tenantotherwise, without the prior written consent of Sublessor and Landlord, approval and consent not . Any attempt by Sublessee to be unreasonably withheld as spelled out below in Section 11.2. Notwithstanding anything to sublease or assign its interests under the contrary contained herein, Tenant may, Sublease without the such prior written consent shall be void, of no effect, and constitute an Event of Default hereunder. The consent of Sublessor shall not be unreasonably withheld, conditioned or delayed and Sublessor shall cooperate with Sublessee in pursuing Landlord, ’s consent. If Sublessee should desire to assign this Lease Sublease or sublet sublease the premises or any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean (i) any entity which controls or is controlled by or is under common control with Tenant, or (ii) any entity not less than fifty (50%) of whose outstanding stock shall, at the time, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed. No assignee or subtenant of the Premises or any portion thereof may assign or sublet the Sublet Premises or any portion thereof, Sublessee shall give Sublessor written notice of such desire to make such assignment or effect such sublease. Any assignment made by Tenant At the time of giving such notice, Sublessee shall contain provide Sublessor with a covenant copy of assumption by the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by Landlord in connection with any proposed assignment or sublease document, and such information as Sublessor and Landlord may reasonably request concerning the proposed by Tenant will be paid by Tenant within assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of thirty (30) days of following receipt of an invoice such notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to all of the terms, conditions, and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from Landlordsuch assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Sublessee from further performance by Sublessee of covenants undertaken to be performed by Sublessee herein. Further, Sublessee shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s reasonable costs in connection with any such assignment or subletting, including, without limitation, reasonable attorneys fees, but in no event will such costs exceed $1,000.00 per assignment or sublet. Consent by Sublessor to a particular assignment, sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor one hundred percent (100%) of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, or other transferee, as the case might be, as Additional Rent.

Sublease and Assignment. Except as otherwise permitted by From and after January 1, 2010, the first two (2) paragraphs of Section 11.2 11 of the Lease shall be deleted in their entirety and Section 11.3 below, Tenant shall replaced with the following: “Lessee may not assign or otherwise transfer this Lease, or allow it to be assignedsublet (including permitting occupancy or use by another party) the Demised Premises, in whole or in part, by operation of law or otherwise or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be occupied by any person or business entity, or any combination thereof, other than Tenant, without the giving Lessor ten (10) business days’ prior written consent notice of Landlord, approval and consent not Lessee’s intention to be unreasonably withheld as spelled out below in Section 11.2. Notwithstanding anything to the contrary contained herein, Tenant may, without the prior written consent of Landlord, assign this Lease or sublet the premises all or any part thereof of the Demised Premises. In the event Lessee seeks permission to sublease all or a part of the Demised Premises, the notice shall identify the proposed sublease term, including the proposed effective date thereof. In the event Lessee seeks permission to sublease a part of the Demised Premises, the notice shall also identify the area of the Demised Premises Lessee seeks to sublease. Within ten (10) business days after receipt of said notice of intent to assign or sublease, Lessor shall have the option: (1) if the proposed transaction is an Affiliate assignment of Tenant. The term “Affiliate” shall mean this Lease that requires Lessor’s consent hereunder (i) any entity which controls Lessor acknowledging that an assignment to a subsidiary, affiliate or is controlled by or is under common control successor does not require Lessor’s consent), to terminate this Lease with Tenantrespect to the entire Demised Premises, or (ii2) any entity if the proposed transaction is a sublease that requires Lessor’s consent hereunder (Lessor acknowledging that a sublease to a subsidiary, affiliate or successor does not less require Lessor’s consent) (a) of more than fifty sixty percent (5060%) of whose outstanding stock shall, the rentable square footage of the Demised Premises measured as of the date hereof (inclusive of any then subleased space at the timeDemised Premises and any proposed sublease space), be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession (b) for a term exceeding ninety-five percent (95%) of the power then remaining Lease Term (without regard to direct or cause any then unexercised extension options under this Lease, but considering all extension options granted under the direction proposed sublease), to terminate this Lease with respect to the portion of the management Demised Premises that Lessee proposes to sublease (the “Partial Space”). Such right to terminate may be exercised by notice from Lessor to Lessee within ten (10) business days after delivery of Lessee’s notice. If Lessor elects to terminate all or a portion of this Lease, (a) this Lease shall end and policies of such corporation, whether through the ownership of voting securities expire with respect to all or by contract or otherwise and ownership a portion of the liabilitiesPremises, lossesas the case may be, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed. No assignee or subtenant of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Any assignment made by Tenant shall contain a covenant of assumption by the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by Landlord in connection with any date that such assignment or sublease proposed by Tenant will was to commence, (b) all rent shall be apportioned, paid by Tenant within thirty or refunded as of such date, except that Lessee shall be responsible for any amounts billed thereafter pursuant to an annual true-up statement from Lessor, (30c) days Lessee, upon Lessor’s request, shall enter into an amendment of receipt of an invoice from Landlordthis Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (d) Lessor shall be free to lease the Demised Premises (or any applicable part thereof terminated) to Lessee’s prospective assignee or subtenant.

Sublease and Assignment. Except Subject to the Incorporation Provisions, Article 15 of the Original Master Lease, as otherwise permitted amended by Section 11.2 1(i) of the Master Amendment, is hereby incorporated by reference and shall govern any such assignment or subletting, except as set forth in this Section 11.3 below, Tenant 9.16. Sub-Subtenant shall not assign this Lease, voluntarily or allow it to be assigned, in whole or in partinvoluntarily, by operation of law or otherwise or otherwise, assign, sublet, mortgage or pledge the same, otherwise encumber all or sublet any portion of its interest in this Sub-Sublease or in the Premises or any part thereof or permit the Premises to be occupied by any person or business entity, or any combination thereof, other than Tenant, without obtaining the prior written consent of Sub-Sublandlord, Sublandlord and Master Landlord with respect thereto. So long as Master Landlord’s consent and Sublandlord’s Consent is obtained, Sub-Sublandlord shall -25- 3▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. SUB-SUBLEASE – ASSEMBLY BIOSCIENCES not unreasonably withhold, condition, or delay its consent to any proposed assignment or sublease; provided, however, that Sub-Sublandlord, Sublandlord or Master Landlord, approval and as the case may be, may require as a condition of granting any such consent not to be unreasonably withheld as spelled out below in Section 11.2. Notwithstanding anything to the contrary contained herein, Tenant may, without the prior written consent of Landlord, assign this Lease or sublet the premises or any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean that (i) any entity which controls or is controlled by or is under common control with Tenantthe proposed transferee demonstrate that its financial resources and tangible net worth are at least equal to Sub-Subtenant’s financial resources and tangible net worth as of the Effective Date, or (ii) any entity not less than fifty (50%) of whose outstanding stock shall, at the time, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession nature of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed. No assignee or subtenant transferee’s proposed use of the Premises and the transferee’s reputation shall be reasonably satisfactory to Sub-Sublandlord and (iii) Sub-Subtenant reaffirms, in form satisfactory to Sub-Sublandlord, its continuing liability under this Sub-Sublease. Notwithstanding the foregoing, Sub-Sublandlord confirms that Sub-Subtenant is entitled to complete a Permitted Transfer (as defined in Section 15.1 of the Original Master Lease) without Sub-Sublandlord’s consent, but with prior or any portion thereof may assign or sublet the Premises or any portion thereofconcurrent notice by Sub-Subtenant to Sub-Sublandlord (a “Sub-Subtenant Permitted Transfer”). Any assignment made assignment, subletting, mortgage or other encumbrance attempted by Tenant Sub-Subtenant to which Sub-Sublandlord, Sublandlord and/or Master Landlord has not consented in writing pursuant to the provisions hereof (unless such consent is not required) shall contain a covenant be null and void and of assumption by no effect. Sub-Sublandlord hereby agrees to reimburse Sublandlord at its own expense for any fees due to the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by Sublandlord under the Sublease or the Master Landlord under the Master Lease in connection with any assignment or sublease proposed by Tenant will be paid by Tenant within thirty (30) days the subletting of receipt of an invoice from Landlordthe Premises to Sub-Subtenant.

Sublease and Assignment. Except as otherwise permitted by Section 11.2 and Section 11.3 below, (A) Tenant shall not assign this Lease, or allow it have the right to be assigned, in whole or in part, by operation of law or otherwise or mortgage or pledge sublease the same, or sublet the Leased Premises or any part thereof or permit to assign any or all of its rights hereunder without Landlord's prior written consent. If Tenant desires to enter into a sublease or assignment, then Tenant will immediately deliver to Landlord a request for consent to such sublease or assignment, accompanied by the Premises name and address of the proposed subleasee or assignee, the terms of the proposed sublease or assignment, and a financial statement of the proposed subleasee or assignee. Without limiting the circumstances under which Landlord may withhold its consent to a proposed sublease or assignment, Landlord shall have the right to withhold its consent if (i) a default or any event or circumstance that, with notice or time to cure, will result in a default shall have occurred and be occupied by any person continuing, (ii) the proposed subleasee or business entityassignee does not have net worth that is the same as or equal to the net worth of Tenant as of the execution date of this Lease, or any combination thereof, other than Tenant, without (iii) the prior written consent of Landlord, approval and consent proposed sublease or assignment does not require the subleasee or assignee to be unreasonably withheld use the Leased Premises for the same purposes as spelled out below are required in Section 11.2. Notwithstanding anything to the contrary contained herein, Tenant may, without the prior written consent of Landlord, assign this Lease or sublet is otherwise not on the premises same terms and conditions as this Lease. If Landlord consents to any such sublease or any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean assignment, then (i) if the rent and other consideration to be paid by the subleasee or assignee for the sublease or assignment is more than the rent payable hereunder, then Tenant shall pay Landlord one-half of all rent or other consideration payable by the subleasee or assignee that is in excess of the rent payable hereunder promptly upon receiving such excess amounts from the subleasee or assignee, (ii) the subleasee or assignee shall execute an agreement in form and substance satisfactory to Landlord (such agreement may be part of the sublease or assignment) in which such subleasee or assignee agrees that it will be jointly and severally bound to Landlord for the full performance of all of Tenant's obligations under this Lease and that upon notice from Landlord, the subleasee or assignee will pay the rent due under such sublease or assignment directly to Landlord, (iii) Tenant shall deliver to Landlord the a fully executed original of the aforesaid agreement and a fully executed original of the sublease or assignment, if different from the aforesaid agreement, prior to the commencement of the sublease or assignment. For purposes of the indemnity and other provisions of this Lease, a subleasee or assignee will be considered to be an "invitee" of Tenant. (B) Without limiting the generality of the prohibition on sublease and assignment set out above, a sublease or assignment will have occurred if at any entity which controls time during the term, (i) in the case of a tenant that is a corporation, the person or is controlled by persons that own a majority of the shares of any class of stock of the tenant at the time of the execution of this Lease and their heirs or is under common control with Tenant, legatees cease to own a majority of such shares; or (ii) any in the case of a tenant that is a partnership or other entity (other than a natural person), the person or persons that own a majority of the total interest in the profits, income, capital, or principal of the entity at the time of the execution of this Lease and their heirs or legatees cease to own a majority interest; or (iii) in the case of a tenant that is not less than fifty a natural person, the person or persons having management of the tenant at the time of the execution of this Lease cease to have management authority. (50%C) Any sublease or assignment to which Landlord has not consented or that is otherwise not in accordance with the provisions of whose outstanding stock shallthis Lease shall be void, and will, at the timeLandlord's option, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entityconstitute a default hereunder. Notwithstanding any subletting sublease or assignment by assignment, Landlord's consent thereto, or Landlord's acceptance of rent from any subleasee or assignee, neither the undersigned Tenant hereunder nor any guarantor shall be released from any of its obligations under this Lease or any provision herein to guaranty, but the contrary, undersigned Tenant shall remain fully primarily liable for the performance of all the covenantsduties and obligations hereunder, agreementspast, termspresent, provisions and conditions contained in this Lease on the part of Tenant to be performed. No assignee or subtenant of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Any assignment made by Tenant shall contain a covenant of assumption by the assignee running to Landlord. All reasonable legal fees future, each guarantor will remain jointly and expenses not to exceed $1500.00 incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be paid by Tenant within thirty (30) days of receipt of an invoice from Landlordseverally bound under its guaranty.

Sublease and Assignment. Except as otherwise permitted by Section 11.2 and Section 11.3 belowNeither Tenant, Tenant nor Tenant's legal representatives or successors shall not mortgage, encumber, assign or transfer this Leaselease or sublease, or allow it to be assigned, in whole use or in part, by operation of law occupy or otherwise or mortgage or pledge permit the same, or sublet the Premises demised premises or any part thereof or permit the Premises to be used or occupied by any person or business entity, or any combination thereof, other than Tenantothers, without the prior written consent of LandlordLandlord in each instance, approval and which consent shall not to be unreasonably withheld as spelled out below or delayed in Section 11.2accordance with the express terms and conditions of this Article. Notwithstanding anything to Any such mortgage, encumbrance, sublease or assignment or permission without such consent shall be voidable, at the contrary contained hereinoption of Landlord and, Tenant may, without at the prior written consent option of Landlord, assign shall terminate this Lease or sublet lease. If the demised premises or any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean (i) be occupied by any entity which controls or is controlled by or is under common control with party other than Tenant, without Landlord's consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy or (ii) any entity not less than fifty (50%) collection shall be deemed a waiver of whose outstanding stock shall, at the time, be owned conditions of this Article or the acceptance of the occupant as Assignee or Subtenant or a release of Tenant from the further performance by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease obligations on the part of Tenant to be performedunder this lease. No assignee sublease or subtenant of the Premises or any portion thereof assignment may assign or sublet the Premises or any portion thereof. Any assignment made by become effective unless and until Tenant shall contain a covenant of assumption by the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by has given Landlord in connection with any assignment or sublease proposed by Tenant will be paid by Tenant within at least thirty (30) days prior written notice of receipt such proposed bonafide sublease or assignment, such notice to be received by Landlord at least thirty (30) days prior to the proposed commencement date of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an invoice from individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assignment; the proposed commencement and termination date of such proposed sublease or assignment: and whether all or portion of the leased premises is proposed to be subleased under such proposed sublease. Tenant may sublease or assign all or a portion of the demised premises only upon the obtaining of Landlord.'s written consent and subject to the following express conditions: A. That Tenant does not sublease or assign to more than a reasonable number of transferees which number shall be subject to Landlord's approval; B. That each transferee shall be subject to the prior written approval of Landlord which approval shall not be unreasonably withheld, conditioned or delayed, but without limiting the generality of the foregoing, it shall be reasonable for Landlord to deny such approval if: (1) The use to be made of the demised premises by the proposed transferee is (a) not generally consistent with the character and nature of all other tenancies in the Building or with Landlord's leasing policy, or (b) a use which conflicts with any so called "exclusive" then in favor of another tenant of the Building or of any of Landlord's other Buildings which are in the same complex as the Building, or (c) any use which is the same as that stated in any percentage lease to another tenant of the Building or any of Landlord's other Buildings which are in the same complex as the Building or (d) a use which would be prohibited by any other portion of this lease (including but not limited to any rules and regulations then in effect): or (2) The character, moral stability, reputation and financial responsibility of the proposed transferee is not reasonably satisfactory to Landlord or in any event not at least equal to those which were possessed by Tenant as of the date of execution of this lease; C. That in no event shall the term of such sublease or assignment be for a longer period than the unexpired term of this lease; D. That each sublease or assignment shall expressly provide that it is subject and subordinate to this lease; E. That Tenant shall pay to Landlord, Landlord's then standard processing fee, which as of the date of execution of this Lease is currently the sum of $1,000,000; F. That the proposed transferee shall execute an agreement on Landlord's then standard form pursuant to which it shall agree to perform faithfully and be bound by all of the terms, covenants, conditions, provisions and agreements of this lease for the period covered by the sublease or assignment to the extent of the space subleased; G. That an executed duplicate original of each sublease or assignment and assumption agreement in a form acceptable to Landlord, together with all sums due, shall be delivered to Landlord within five

Sublease and Assignment. Except Subject to the Incorporation Provisions, Article 15, as otherwise permitted amended by Section 11.2 1(i) of the Master Amendment, is hereby incorporated by reference and shall govern any such assignment or subletting, except as set forth in this Section 11.3 below, Tenant 9.16. Subtenant shall not assign this Lease, voluntarily or allow it to be assigned, in whole or in partinvoluntarily, by operation of law or otherwise or otherwise, assign, sublet, mortgage or pledge the same, otherwise encumber all or sublet any portion of its interest in this Sublease or in the Premises or any part thereof or permit the Premises to be occupied by any person or business entity, or any combination thereof, other than Tenant, without obtaining the prior written consent of Sublandlord and Master Landlord with respect thereto. So long as Master Landlord’s consent is obtained, Sublandlord shall not unreasonably withhold, condition, or delay its consent to any proposed assignment or sublease; provided, however, that Sublandlord or Master Landlord, approval and as the case may be, may require as a condition of granting any such consent not to be unreasonably withheld as spelled out below in Section 11.2. Notwithstanding anything to the contrary contained herein, Tenant may, without the prior written consent of Landlord, assign this Lease or sublet the premises or any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean that (i) any entity which controls or is controlled by or is under common control with Tenantthe proposed transferee demonstrate that its financial resources and tangible net worth are at least equal to Subtenant’s financial resources and tangible net worth as of the Effective Date, or (ii) any entity not less than fifty (50%) of whose outstanding stock shall, at the time, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession nature of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed. No assignee or subtenant transferee’s proposed use of the Premises and the transferee’s reputation shall be reasonably satisfactory to Sublandlord and (ii) Subtenant reaffirms, in form satisfactory to Sublandlord, its continuing liability under this Sublease. Notwithstanding the foregoing, Sublandlord confirms that Subtenant is entitled to complete a Permitted Transfer (as defined in Section 15.1 of the Original Master Lease) without Sublandlord’s consent, but with prior or concurrent notice by Subtenant to Sublandlord (a “Subtenant Permitted Transfer”). It is acknowledged, however, that, unless and to the extent agreed otherwise in the Consent or other separate agreement between Subtenant and Master Landlord, Subtenant shall be required to obtain Master Landlord’s consent to any portion thereof may assign or sublet the Premises or any portion thereofSubtenant Permitted Transfer. Any assignment made assignment, subletting, mortgage or other encumbrance attempted by Tenant Subtenant to which Sublandlord and/or Master Landlord has not consented in writing pursuant to the provisions hereof (unless such consent is not required) shall contain a covenant be null and void and of assumption by no effect. Sublandlord hereby agrees to reimburse Master Landlord at its own expense for any fees due to Master Landlord under the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by Landlord Master Lease in connection with any assignment or sublease proposed by Tenant will be paid by Tenant within thirty (30) days the subletting of receipt of an invoice from Landlordthe Premises to Subtenant.

Sublease and Assignment. Except as (a) Neither Tenant nor any of its permitted assigns or sublessees shall assign or sublet this Lease or any portion of the Demised Premises without Landlord’s consent, which may be withheld by Landlord for any reason. For purposes of this paragraph, any transfer by sale, encumbrance or otherwise permitted by Section 11.2 of a majority of Tenant’s issued and Section 11.3 belowoutstanding stock (if Tenant is a corporation), or any lawful levy or sale on execution or other legal process, or any assignment or sale in bankruptcy or insolvency or under any compulsory procedure, shall be deemed an assignment within the meaning of this Lease. (b) Notwithstanding the preceding paragraph, Tenant shall have the right to sublet any unused portion of the Demised Premises, not assign to exceed 3,000 square feet, to a subtenant approved and accepted in writing by Landlord, whose approval and acceptance shall not be unreasonably withheld. Prior to approval and acceptance of any permitted subtenant, the subtenant shall be required to acknowledge and agree to abide by the Tenant’s obligations under this Lease, shall provide an insurance policy meeting the requirements of paragraph 17 of this Lease, shall use the Demised Premises for the same or allow it to be assigned, in whole or in part, by operation of law or otherwise or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be occupied by any person or business entity, or any combination thereof, other than similar purpose as Tenant, without and shall enter into a written agreement with Tenant for the prior written consent use of that portion of the Demised Premises. No sublease approved by Landlord shall relieve Tenant of any of its obligations to Landlord under this Lease. Tenant may engage a broker to assist with finding a subtenant for a portion of the Demised Premises, and Tenant may post a sign in a place and design reasonably acceptable to Landlord, approval and consent not to be unreasonably withheld as spelled out below in Section 11.2. Notwithstanding anything to advertising that a portion of the contrary contained hereinDemised Premises is available for sublease. (c) If Tenant shall sublease or assign its rights hereunder, Tenant may, without the prior written consent of Landlord, assign this Lease or sublet the premises or any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean (i) any entity which controls or is controlled by or is under common control with Tenant, or (ii) any entity not less than pay Landlord fifty percent (50%) of whose outstanding stock shall, at any profit Tenant receives from the time, be owned by Tenant or sublease. Tenant’s parent corporation. For purposes hereof, “control” profit shall mean be measured by subtracting the possession amount of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed. No assignee or subtenant of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Any assignment made by Tenant shall contain a covenant of assumption by the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be Rent paid by Tenant within thirty hereunder, calculated based upon its rate of rent per square foot, from the amount of rent received by Tenant under any sublease or assignment, calculated upon the rate of rent received per square foot by Tenant; provided, however, that Tenant may deduct any cost of Tenant’s legal fees (30) days not exceeding $1,000), brokerage fees (not exceeding market rates for any brokerage services, or improvements made on behalf of receipt of an invoice from Landlordany subtenant or assignee.

Sublease and Assignment. Except Subject to the Incorporation Provisions, Article 15, as otherwise permitted amended by Section 11.2 1(i) of the Master Amendment, is hereby incorporated by reference and shall govern any such assignment or subletting, except as set forth in this Section 11.3 below, Tenant 9.16. Subtenant shall not assign this Lease, voluntarily or allow it to be assigned, in whole or in partinvoluntarily, by operation of law or otherwise or otherwise, assign, sublet, mortgage or pledge the same, otherwise encumber all or sublet any portion of its interest in this Sublease or in the Premises or any part thereof or permit the Premises to be occupied by any person or business entity, or any combination thereof, other than Tenant, without obtaining the prior written consent of Sublandlord and Master Landlord with respect thereto. So long as Master Landlord’s consent is obtained, Sublandlord shall not unreasonably withhold, condition, or delay its consent to any proposed assignment or sublease; provided, however, that Sublandlord or Master Landlord, approval and as the case may be, may require as a condition of granting any such consent not to be unreasonably withheld as spelled out below in Section 11.2. Notwithstanding anything to the contrary contained herein, Tenant may, without the prior written consent of Landlord, assign this Lease or sublet the premises or any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean that (i) any entity which controls or is controlled by or is under common control with Tenantthe proposed transferee demonstrate that its financial resources and tangible net worth are at least equal to Subtenant’s financial resources and tangible net worth as of the Effective Date, or (ii) any entity not less than fifty (50%) of whose outstanding stock shall, at the time, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession nature of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed. No assignee or subtenant transferee’s proposed use of the Premises and the transferee’s reputation shall be reasonably satisfactory to Sublandlord and (iii) Subtenant reaffirms, in form satisfactory to Sublandlord, its continuing liability under the Sublease. Notwithstanding the foregoing, Sublandlord confirms that Subtenant is entitled to complete a Permitted Transfer (as defined in Section 15.1 of the Original Master Lease) without Sublandlord’s consent, but with prior or concurrent notice by Subtenant to Sublandlord (a “Subtenant Permitted Transfer”). It is acknowledged, however, that, unless and to the extent agreed otherwise in the Consent (defined below) or other separate agreement between Subtenant and Master Landlord, Subtenant shall be required to obtain Master Landlord’s consent to any portion thereof may assign or sublet the Premises or any portion thereofSubtenant Permitted Transfer. Any assignment made assignment, subletting, mortgage or other encumbrance attempted by Tenant Subtenant to which Sublandlord and/or Master Landlord has not consented in writing pursuant to the provisions hereof (unless such consent is not required) shall contain a covenant be null and void and of assumption by the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be paid by Tenant within thirty (30) days of receipt of an invoice from Landlordno effect.

Sublease and Assignment. Except as otherwise permitted by Section 11.2 and Section 11.3 below, Tenant Subtenant shall not assign this Lease, or allow it to be assigned, in whole or in partnot, by operation of law or otherwise otherwise, assign, sell, mortgage, pledge, hypothecate, encumber or mortgage in any manner Transfer (as defined in Section 10 of the Master Lease) this Sublease or pledge the sameany interest therein, or sublet the Subleased Premises or any part or parts thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, without the written consent of both Sublandlord and Overlandlord. In connection with any proposed assignment or subletting of the Subleased Premises, or any portion thereof, by Subtenant, at least thirty (30) days prior to the effective date of the proposed assignment and subletting, Subtenant shall provide Overlandlord and Sublandlord with written notice of Subtenant’s intent to assign or sublet, which notice shall be accompanied by all information required by, and otherwise comply with, the requirements set forth in Section 10 of the Master Lease. Sublandlord shall have the right to withhold its consent to Transfer for any reason or no reason. For the avoidance of doubt, Subtenant acknowledges that Overlandlord’s consent shall be deemed to be reasonably withheld for any reason, including, without limitation those set forth in Section 10 of the Master Lease and that Overlandlord has a recapture right as described in the Master Lease. Whether or not Overlandlord or Sublandlord consents to a proposed assignment or sublease, Subtenant shall be responsible for paying Overlandlord’s processing and investigation costs and attorneys’ fees incurred in connection with the proposed consent. Neither the consent of Sublandlord or Overlandlord to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Subtenant of the requirement of obtaining the consent of Sublandlord and Overlandlord to any further assignment or subletting or to the making of any assignment, subletting, concession or license for all or any part of the Subleased Premises. Any assignee or subtenant approved by Overlandlord and Sublandlord shall execute an agreement reasonably acceptable to Overlandlord and Sublandlord pursuant to which such assignee or subtenant agrees to be bound by the terms of this Sublease. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Subtenant named herein and any other person(s) who at any time was or were Subtenant shall remain fully liable on this Sublease, and if this Sublease shall be amended or modified, the original Subtenant named herein and any other person(s) who at any time was or were Subtenant shall remain fully liable on this Sublease as so amended or modified. Any violation of any provision of this Sublease by any assignee, subtenant or other occupant shall be deemed a violation by the original Subtenant named herein, the then Subtenant and any other person(s) who at any time was or were Subtenant, it being the intention and meaning that the original Subtenant named herein, the then Subtenant and any other person(s) who at any time was or were Subtenant shall all be liable to Sublandlord for any and all acts and omissions of any and all assignees, subtenants and other occupants of the Subleased Premises. If this Sublease shall be assigned or if the Subleased Premises or any part thereof shall be sublet or permit the Premises to be occupied by any person or business entitypersons other than the original Subtenant named herein, Sublandlord may collect rent from any such assignee and/or any subtenants or occupants, and apply the net amounts collected to the Monthly Fixed Rent and Additional Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of this Section, or any combination thereofthe acceptance of the assignee, other than Tenant, without the prior written consent of Landlord, approval and consent not to be unreasonably withheld subtenant or occupant as spelled out below in Section 11.2. Notwithstanding anything to the contrary contained herein, Tenant may, without the prior written consent of Landlord, assign this Lease or sublet the premises or any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean (i) any entity which controls or is controlled by or is under common control with TenantSubtenant, or (ii) a release of any entity not less than fifty (50%) of whose outstanding stock shall, at person from the time, be owned further performance by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession such person of the power obligations of Subtenant under this Sublease. Any Transfer made, or purported to direct have been made, in violation of this Section 15 or cause the direction Section 20 of the management Master Lease, shall be null and policies void and of such corporation, whether through the ownership of voting securities no force or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed. No assignee or subtenant of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Any assignment made by Tenant shall contain a covenant of assumption by the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be paid by Tenant within thirty (30) days of receipt of an invoice from Landlordeffect.

Sublease and Assignment. Except Subject to the Incorporation Provisions, Article 15, as otherwise permitted amended by Section 11.2 l(i) of the Master Amendment, is hereby incorporated by reference and shall govern any such assignment or subletting, except as set forth in this Section 11.3 below, Tenant 9.16. Subtenant shall not assign this Lease, voluntarily or allow it to be assigned, in whole or in partinvoluntarily, by operation of law or otherwise or otherwise, assign, sublet, mortgage or pledge the same, otherwise encumber all or sublet any portion of its interest in this Sublease or in the Premises or any part thereof or permit the Premises to be occupied by any person or business entity, or any combination thereof, other than Tenant, without obtaining the prior written consent of Sublandlord and Master Landlord with respect thereto. So long as Master Landlord’s consent is obtained, Sublandlord shall not unreasonably withhold, condition, or delay its consent to any proposed assignment or sublease; provided, however, that Sublandlord or Master Landlord, approval and as the case may be, may require as a condition of granting any such consent not to be unreasonably withheld as spelled out below in Section 11.2. Notwithstanding anything to the contrary contained herein, Tenant may, without the prior written consent of Landlord, assign this Lease or sublet the premises or any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean that (i) any entity which controls or is controlled by or is under common control with Tenantthe proposed transferee demonstrate that its financial resources and tangible net worth are at least equal to Subtenant’s financial resources and tangible net worth as of the Effective Date, or (ii) any entity not less than fifty (50%) of whose outstanding stock shall, at the time, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession nature of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed. No assignee or subtenant transferee’s proposed use of the Premises and the transferee’s reputation shall be reasonably satisfactory to Sublandlord and (ii) Subtenant reaffirms, in form satisfactory to Sublandlord, its continuing liability under this Sublease. Notwithstanding the foregoing, Sublandlord confirms that Subtenant is entitled to complete a Permitted Transfer (as defined in Section 15.1 of the Original Master Lease) without Sublandlord’s consent, but with prior or concurrent notice by Subtenant to Sublandlord (a “Subtenant Permitted Transfer”). It is acknowledged, however, that, unless and to the extent agreed otherwise in the Consent or other separate agreement between Subtenant and Master Landlord, Subtenant shall be required to obtain Master Landlord’s consent to any portion thereof may assign or sublet the Premises or any portion thereofSubtenant Permitted Transfer. Any assignment made assignment, subletting, mortgage or other encumbrance attempted by Tenant Subtenant to which Sublandlord and/or Master Landlord has not consented in writing pursuant to the provisions hereof (unless such consent is not required) shall contain a covenant be null and void and of assumption by no effect. Sublandlord hereby agrees to reimburse Master Landlord at its own expense for any fees due to Master Landlord under the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by Landlord Master Lease in connection with any assignment or sublease proposed by Tenant will be paid by Tenant within thirty (30) days the subletting of receipt of an invoice from Landlordthe Premises to Subtenant.

Sublease and Assignment. Except as otherwise permitted by Section 11.2 and Section 11.3 below, Tenant shall not assign this Lease, or allow it to be assigned, in whole or in part, by operation of law or otherwise (it being agreed that for purposes of this Lease, assignment shall include, without limitation, a change in the controlling interest of Tenant, except as otherwise expressly permitted in this Section 11.1) or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be occupied by any person firm, person, partnership or business entity, corporation or any combination thereof, other than Tenant, without the prior written consent of Landlord, approval and consent not to be unreasonably withheld as spelled out below in Section 11.2. Notwithstanding anything to the contrary contained herein, Tenant may, without the prior written consent of Landlord, assign this Lease or sublet the premises or any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean (i) any entity which controls or is controlled by or is under common control with Tenant, or (ii) any entity not less than fifty (50%) of whose outstanding stock shall, at the time, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, including, but not limited to the last sentence of this Section 11.1, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed, including without limitation, Tenant’s obligation to pay Basic Rent and Additional Rent during the entire Term. Tenant shall deliver to Landlord a copy of each assignment or sublease entered into by Tenant promptly after the execution thereof, whether or not Landlord’s consent is required in connection therewith. No assignee or subtenant sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord’s rights as to any subsequent assignments and/or sublettings. Any assignment made by Tenant shall be in recordable form and shall contain a covenant of assumption by the assignee running to Landlord. All reasonable legal fees and expenses fees, not to exceed $1500.00 1,500.00, and expenses incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be the responsibility of Tenant and will be paid by Tenant within thirty (30) days of receipt of an invoice from Landlord. Notwithstanding any provision of this Lease to the contrary, Tenant may assign or sublease the Premises without Landlord’s consent to an entity controlling, controlled by, or under common control with, Tenant, to the surviving corporation in a merger or other corporate reorganization in which Tenant is involved, or to a purchaser of all or substantially all of the assets of Tenant (collectively, “Tenant Affiliate”). A public offering, issuance or distribution of Tenant’s stock (including distributions pursuant to an employee benefit program), in any amount, shall not constitute an assignment for purposes of this Lease.

Sublease and Assignment. Except as otherwise permitted by Section 11.2 and Section 11.3 below, Tenant shall not sublease, sublet or assign the Demised Premises or the Property or any portion thereof except by written permission and consent of Landlord which approval or disapproval shall be in Landlord’s reasonable discretion, references elsewhere contained herein to assignees notwithstanding. Any consent by Landlord once shall not constitute a waiver of the requirement for its consent to any future subletting or assignment of this Lease. Any such subleasing or assignment, even with the approval of the Landlord, shall not relieve the Tenant from liability for payment of the rental and any other monies due Landlord herein provided for or allow it from the obligation to keep and be bound by the terms, conditions and covenants of this Lease. The acceptance of rent from any other person shall not be deemed to be assigneda waiver of any of the provisions of this Lease or a consent to the assignment or subletting of the Demised Premises. In the event Tenant shall desire to sublet the Demised Premises or the Property, in whole or in part, by operation of law or otherwise assign Tenant’s interest under this Lease, in whole or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be occupied by any person or business entity, or any combination thereof, other than Tenant, without the prior written consent of Landlord, approval and consent not to be unreasonably withheld as spelled out below in Section 11.2. Notwithstanding anything to the contrary contained hereinpart, Tenant may, without the prior written consent of Landlord, assign this Lease or sublet the premises or any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean (i) any entity which controls or is controlled by or is under common control with Tenant, or (ii) any entity give Landlord not less than fifty (50%) of whose outstanding stock shall, at the time, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed. No assignee or subtenant of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Any assignment made by Tenant shall contain a covenant of assumption by the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be paid by Tenant within thirty (30) days prior written notice. Such notice shall set forth all pertinent business terms of receipt the proposed assignment or subletting as well as the name and address of an invoice from the proposed assignee or sublessee, information as to financial condition of such assignee or sublessee and proposed use which assignee or sublessee desires to make of the Demised Premises or the Property. Such notice shall bear the signature of the proposed lessee or assignee attesting to its accuracy. Tenant shall in addition, at Landlord’s request, furnish such other information as Landlord may reasonably request concerning such proposed assignment or subletting. Tenant shall reimburse Landlord for Landlord’s reasonable costs of obtaining mortgagee approval of such request, and Landlord’s reasonable legal fees and costs, and all other reasonable out-of-pocket costs incurred by Landlord, plus a reasonable administrative fee to Landlord.

Sublease and Assignment. Except as otherwise permitted by Section 11.2 and Section 11.3 below, Tenant shall not Lessee will be provided the continuing right to assign this Lease, or allow it to be assigned, its interest in whole or in part, by operation of law or otherwise or mortgage or pledge the same, Lease or sublet the Premises or any part thereof or permit the Premises to be occupied by any person or business entityall of, or any combination thereofportion of, other than Tenantthe Premises at any time during the primary Lease term and renewal terms, without the prior written consent of Landlordwith Lessor's approval, approval and consent not to be unreasonably withheld as spelled out below in Section 11.2or delayed if proposed assignee or sublessee is of good financial responsibility. A consent to any third party assignment or subletting shall not be deemed to be a consent to any subsequent assignment or subletting, and shall not release Lessee from any obligations pursuant to the provisions of this Lease unless agreed to by Lessor. Notwithstanding anything to the contrary contained hereinin this Lease, Tenant may, without the prior written consent of Landlord, Lessee may assign this Lease or sublet the premises or Premises upon notice to Lessor but without Lessor's consent to any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean PAC-WEST Entity (as hereinafter defined), provided that (i) an instrument is executed by the assignee and/or subtenant whereby such transferee assumes all obligations of Lessee under this Lease, and such instrument is delivered to Lessor on or prior to the effective date of such transaction. The foregoing right to assign or sublease to any Pac- West Entity shall be effective for so long as such assignee or subtenant remains a Pac-West Entity. As used in this Lease, the term Pac-West Entities means Pac- West Telecomm, its successor by merger, acquisition (whether structured as a stock acquisition or the acquisition of substantially all of the assets of a party) or consolidation, and any corporation or other entity which controls or controls, is controlled by or is under common under, control with TenantLessee, its successor by merger, acquisition or (ii) any entity not less than fifty (50%) consolidation. As used herein, control of whose outstanding stock shalla person means the possession, at the timedirectly or indirectly, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession of the power to direct or cause the direction of the that persons' management and policies of such corporationpolicies, whether through the ownership of voting securities or otherwise. The sale or transfer of stock by contract Lessee or otherwise and ownership by any shareholder of it shall not constitute an assignment of the liabilitiesterms of this Lease. As between Lessor and Lessee, losses, profits any rights and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein liabilities with respect to the contraryCustomers or Customers Equipment shall be the sole responsibility of Lessee. Lessor shall have no right to recapture the Premises in the event of an assignment or sublease, Tenant shall remain fully liable for provided the performance of all rent is paid on the covenants, agreements, terms, provisions terms and conditions of this lease, other than Lessor's normal rights and remedies as provided herein. The rights of Lessee contained in this Lease on Section 8.1 shall inure to the part benefit of Tenant to be performedall future assignees and subtenants. No assignee or subtenant of Where the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Any assignment made by Tenant shall contain a covenant of assumption by the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by Landlord in connection with any assignment or sublease proposed is made to other than a PAC-WEST entity, Lessee and Lessor shall share equally in any profits over and above the then existing base rate and triple net charges, from assignments or subleasing after Lessee has first deducted costs of subletting and the remaining straight line amortization of any tenant improvements and equipment which have been paid for by Tenant will be paid by Tenant within thirty (30) days of receipt of an invoice from LandlordLessee which the subtenant utilizes.

Sublease and Assignment. Except (a) LESSEE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT AND SECURED PARTY, (i) SUBLEASE, ASSIGN, PLEDGE, HYPOTHECATE OR IN ANY OTHER WAY TRANSFER THIS LEASE, THE EQUIPMENT OR ANY PART THEREOF, OR ANY INTEREST THEREIN, OR (ii) PERMIT THE EQUIPMENT OR ANY PART THEREOF TO BE USED BY ANYONE OTHER THAN LESSEE OR LESSEES EMPLOYEES; except only that so long as otherwise permitted by Section 11.2 and Section 11.3 below, Tenant no Event of Default hereunder has (1) the sublease shall not assign contain any provisions which would or the performance of which would, with notice or lapse of time or both or neither, result in any Event of Default under this LeaseMaster Lease Agreement; (2) the sublease shall contain a provision expressly subordinating the sublease to Lessor's rights under this Master Lease Agreement, or allow it a provision by which the sublessee agrees, jointly and severally with Lessee, to be assignedbound by and perform Lessee's obligations under this Master Lease Agreement, and a provision prohibiting any transfer, and any further subleasing except on conditions identical to the provisions of this Section 11; (3), such sublease shall be assigned to Lessor as security for the assignment (including a consent of the sublessee) in whole form and substance satisfactory to Lessor; (4) such subleasing shall not in any way adversely affect any federal, state or other tax benefits of the Lessor or Secured Party; (5) all such Uniform Commercial Code financing statements and other instruments necessary or appropriate to perfect or record Lessor's or Secured Party's interest in partthe sublease, the payments due thereunder and the Equipment shall have been duly executed and filed or recorded; (6) the identity of the sublessee and form of sublease shall have been approved by Lessor and Secured Party, which approval shall not be unreasonably withheld. No such permitted sublease shall relieve Lessee of any of its obligations hereunder. Any assignment, sublease, pledge hypothecation or transfer for which consent is required hereby and which is made without such consent shall be void. The consent of Lessor or Secured Party to any of the foregoing applies only to the specific instance in which given, and shall not be deemed a consent to any subsequent like act by Lessee or any other person. Subject to the foregoing, this Master Lease Agreement inures to the benefit of, and is binding upon, the successors and assigns of the parties hereto. Lessee's interest herein shall not be assigned by operation of law law. Notwithstanding the foregoing, Lessee shall be entitled to assign or otherwise transfer this Master Lease Agreement, the Equipment, and its interests in this Master Lease Agreement and the Equipment in connection with a sale of all or mortgage or pledge the samesubstantially all of its assets to, or sublet a consolidation of Lessee with, or a merger of Lessee into, any corporation, so long as such corporation assumes the Premises obligations of Lessee under this Master Lease Agreement and immediately following such sale, consolidation, or merger, is, in the opinion of Lessor, no less credit-worthy than Lessee immediately prior to such sale, consolidation or merger. Lessor and any direct or remote assignee of any right, title and interest of Lessor hereunder shall have the right at any time or from time to time to assign to any third party all or any part thereof of its right, title and interest in and to this Master Lease Agreement or permit the Premises to be occupied Equipment. Lessee acknowledges that any assignment or transfer by any person Lessor permitted under this lease shall not materially change Lessee's duties or business entity, obligations under this Master Lease Agreement or any combination thereof, other than Tenant, without materially increase the prior written consent of Landlord, approval burdens or risks imposed upon Lessee. (b) Lessor may obtain financing through financial institutions and consent not to be unreasonably withheld as spelled out below secure such financial institutions ("Secured Party") by granting a security interest in Section 11.2. Notwithstanding anything to the contrary contained herein, Tenant may, without the prior written consent of Landlord, assign this Lease or sublet the premises lien on all or any part thereof to an Affiliate of Tenant. The term “Affiliate” shall mean (i) Lessor's interest in the Equipment, the applicable Schedule, any entity which controls or is controlled by or is under common control with Tenantcollateral therefor, or (ii) any entity not less than fifty (50%) of whose outstanding stock shall, at the time, be owned by Tenant or Tenant’s parent corporation. For purposes hereof, “control” shall mean the possession of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed. No assignee or subtenant of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Any assignment made by Tenant shall contain a covenant of assumption by the assignee running to Landlord. All reasonable legal fees and expenses not to exceed $1500.00 incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be paid by Tenant within thirty (30) days of receipt of an invoice from Landlord.and