Common use of Sublease and Assignment Clause in Contracts

Sublease and Assignment. Sublessee shall not have the right to sublease or assign this Sublease or any part thereof, or suffer or permit the Sublet Premises or any part thereof to be occupied by others, by operation of law or otherwise without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written consent shall be void, of no 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 Sublease or sublease the Sublet Premises or any 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 informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of twenty (20) 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 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 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 (“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 such assignment of subletting, including, without limitation, attorneys fees. 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 fifty percent (50%) 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. Sublessee Except as otherwise permitted by Section 11.2 and Section 11.3 below, Tenant shall not have the right to sublease or assign this Sublease or any part thereofLease, or suffer or permit the Sublet Premises or any part thereof allow it to be occupied by othersassigned, 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 Sublessor Landlord, approval and Landlordconsent not to be unreasonably withheld as spelled out below in Section 11.2. Any attempt by Sublessee Notwithstanding anything to sublease or assign its interests under the Sublease in contravention of this Sublease contrary contained herein, Tenant may, without such the prior written consent shall be voidof Landlord, of no 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 Sublease Lease or sublease sublet the Sublet 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, Sublessee . Any assignment made by Tenant shall give Sublessor written notice contain a covenant of such desire assumption by the assignee running to make such assignment or effect such subleaseLandlord. At the time of giving such notice, Sublessee shall provide Sublessor with a copy of the proposed assignment or sublease document, All reasonable legal fees and such information as Sublessor and expenses not to exceed $1500.00 incurred by Landlord may reasonably request concerning the proposed 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 twenty (20) 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 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 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 (“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 such assignment of subletting, including, without limitation, attorneys fees. Consent or sublease proposed by Sublessor to a particular assignment, sublease, or other transaction shall not Tenant will be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee paid 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 Tenant within thirty (50%) of all such excess Rent within ten (1030) days following of receipt thereof by Sublessee of an invoice from such sublessee, assignee, licensee, or other transferee, as the case might be, as Additional RentLandlord.

Sublease and Assignment. Sublessee Except as otherwise permitted herein and by Section 11.2 and Section 11.3 below, Tenant shall not have the right to sublease or assign this Sublease or any part thereofLease, or suffer or permit the Sublet Premises or any part thereof allow it to be occupied by othersassigned, 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 individual or business entity, or any combination thereof, other than Tenant, without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written , which consent shall be void, of no 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 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 this Sublease or sublease sublet the Sublet Premises or any portion thereof, Sublessee . Any assignment made by Tenant shall give Sublessor written notice contain a covenant of such desire assumption by the assignee running to make such assignment or effect such subleaseLandlord. At the time of giving such notice, Sublessee shall provide Sublessor with a copy of the proposed assignment or sublease document, All reasonable legal fees and such information as Sublessor and expenses incurred by Landlord may reasonably request concerning the proposed 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 twenty (20) 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 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 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 (“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 such assignment of subletting, including, without limitation, attorneys fees. Consent or sublease proposed by Sublessor to a particular assignment, sublease, or other transaction shall not Tenant will be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee paid 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 Tenant within thirty (50%) of all such excess Rent within ten (1030) days following of receipt thereof by Sublessee of an invoice from such sublessee, assignee, licensee, or other transferee, as the case might be, as Additional RentLandlord.

Sublease and Assignment. Sublessee Neither Tenant, nor Tenant’s legal representatives or successors shall not have the right to sublease mortgage, encumber, assign or assign transfer this Sublease lease or any part thereofsublease, or suffer use or occupy or permit the Sublet Premises demised premises or any part thereof to be used or occupied by others, by operation of law or otherwise without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease Landlord in contravention of this Sublease without such prior written each instance, which consent shall be void, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor shall not be unreasonably withheldwithheld or delayed in accordance with the express terms and conditions of this Article. Any such mortgage, conditioned encumbrance, sublease or delayedassignment or permission without such consent shall be voidable, at the option of Landlord and, at the option of Landlord, shall terminate this lease. If Sublessee should desire to assign this Sublease or sublease the Sublet Premises demised premises or any portion thereofpart thereof be occupied by any party other than Tenant, Sublessee 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 give Sublessor be deemed a waiver of the conditions of this Article or the acceptance of the occupant as Tenant or Subtenant or a release of Tenant from the further performance by assignee 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 desire proposed bonafide sublease or assignment, such notice to make be received by Landlord at least thirty (30) days prior to the proposed commencement date of such assignment proposed sublease or effect such subleaseassignment. At Said notice shall state and include the time of giving such notice, Sublessee shall provide Sublessor with a copy following: the name of the proposed assignment or sublease document, and such information as Sublessor and Landlord may reasonably request concerning transferee; the proposed assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability status of the proposed assignee transferee either as, an individual, partnership, corporation or sublessee. Sublessor shall then have the like; the present business address of the proposed transferee; a period present financial statement of twenty (20) days following receipt 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 notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to proposed sublease or assign its interest in the Sublease. Sublessor assingment: and Sublessee agree that, in the event of any approved assignment whether all or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to all portion 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 (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken leased premises is proposed to be performed by Sublessee herein. Sublessee and/or subleased under 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 such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, proposed 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 fifty percent (50%) 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. Sublessee Except as otherwise permitted herein and by this Article 11 and Rider 7 attached hereto, Tenant shall not have the right to sublease or assign this Sublease or any part thereofLease, or suffer or permit the Sublet Premises or any part thereof allow it to be occupied by othersassigned, 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 Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written consent shall be void, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor The foregoing sentence shall not apply to nor shall such terms and conditions limit the activities of Tenant or an affiliate of Tenant with respect to the following matters: (a) an initial or subsequent public offering or distribution or equity or debt securities by Tenant or an affiliate of Tenant, and/or (b) the sale of equity or convertible debt securities of Tenant or an affiliate in any transaction. 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 Name: Alkami Technology Building Name: Granite Park Three Tenant to be unreasonably withheldperformed. No assignee, conditioned other than pursuant to a Permitted Transfer, or delayed. If Sublessee should desire to subtenant of the Premises or any portion thereof may assign this Sublease or sublease sublet the Sublet Premises or any portion thereof. Any assignment made by Tenant shall contain a covenant of assumption by the assignee running to Landlord. All reasonable, Sublessee shall give Sublessor written notice actual out 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, pocket legal fees and such information as Sublessor and expenses incurred by Landlord may reasonably request concerning the proposed 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 twenty (20) 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 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 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 (“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 such assignment of sublettingor sublease proposed by Xxxxxx, including, without limitation, attorneys fees. Consent by Sublessor up to a particular assignmentmaximum of $5,000.00, sublease, or other transaction shall not will be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee paid 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 Tenant within thirty (50%) of all such excess Rent within ten (1030) days following of receipt thereof by Sublessee of an invoice from such sublessee, assignee, licensee, or other transferee, as the case might be, as Additional RentLandlord.

Sublease and Assignment. Sublessee Tenant shall not have the right to sublease sublease, sublet or assign this Sublease the Demised Premises or the Property or any part thereof, or suffer or permit the Sublet Premises or any part portion thereof to be occupied except by others, by operation of law or otherwise without the prior written permission and consent of Sublessor and Landlord which approval or disapproval shall be in Landlord’s reasonable discretion, references elsewhere contained herein to assignees notwithstanding. Any attempt consent by Sublessee Landlord once shall not constitute a waiver of the requirement for its consent to sublease any future subletting or assign its interests under the Sublease in contravention assignment of this Sublease without such prior written consent shall be void, of no effect, and constitute an Event of Default hereunderLease. Any required consent such subleasing or assignment, even with the approval of Sublessor the Landlord, shall not relieve the Tenant from liability for payment of the rental and any other monies due Landlord herein provided for or 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 unreasonably withheld, conditioned deemed to be a waiver of any of the provisions of this Lease or delayeda consent to the assignment or subletting of the Demised Premises. If Sublessee should In the event Tenant shall desire to assign this Sublease or sublease sublet the Sublet Demised Premises or any portion thereofthe Property, Sublessee in whole or in part, or assign Tenant’s interest under this Lease, in whole or in part, Tenant shall give Sublessor Landlord not less than thirty (30) days prior written notice. Such 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 set forth all pertinent business terms of the proposed assignment or sublease document, subletting as well as the name and such information as Sublessor and Landlord may reasonably request concerning the proposed assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability address of the proposed assignee or sublessee. Sublessor shall then have a period , information as to financial condition of twenty (20) 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 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 such assignee or sublessee and apply proposed use which assignee or sublessee desires to make of the amount so collected Demised Premises or the Property. Such notice shall bear the signature of the proposed lessee or assignee attesting to the Rent herein reservedits accuracy. No Tenant shall in addition, at Landlord’s request, furnish such consent to or recognition of any other information as Landlord may reasonably request concerning such proposed assignment or subletting subletting. Tenant shall constitute 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 release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken reasonable administrative fee 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 such assignment of subletting, including, without limitation, attorneys fees. 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 fifty percent (50%) 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 RentLandlord.

Sublease and Assignment. Sublessee Lessee shall not have the no right to assign or sublease this Outlease. Lessee shall neither transfer, or assign this Sublease Outlease or any part thereofof its rights hereunder, or suffer or permit nor sublet the Sublet Premises or any part thereof to be occupied by othersor any property thereon nor grant any interest, by operation of law privilege or otherwise without the prior written consent of Sublessor and Landlordlicense whatsoever in connection with this Outlease. Any attempt by Sublessee to transfer, assignment, or sublease or assign its interests under the Sublease in contravention violation of this Sublease without such prior written consent clause shall be void, of no effect, and constitute an Event of Default hereunderunder Paragraph 18. Any required Notwithstanding the foregoing, Lessee may request prior written consent from Lessor to transfer, assign, or sublease the Outlease to any subsidiary or affiliate of Sublessor Lessee, and Lessor’s consent shall not be unreasonably withheld, conditioned provided Lessee at all times remains liable for the performance of all obligations under this Outlease. The term “affiliate” shall include any corporation or delayed. If Sublessee should desire to assign this Sublease other entity that controls, is controlled by, or sublease the Sublet Premises or any portion thereof, Sublessee shall give Sublessor written notice of such desire to make such assignment or effect such subleaseis under common control with Lessee. At the time of giving such noticeLessee’s request for consent to an assign or sublease the Outlease to an affiliate, Sublessee Lessee shall provide Sublessor with Lessor documentation supporting its request including financial information which shall include, but is not limited to, three years of tax returns, audited financial statements, a copy of the proposed assignment or sublease documentfor Lessor’s review, and such information as Sublessor and Landlord may any additional documentation reasonably request concerning requested by Lessor to verify the proposed assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability status of the proposed assignee or sublessee. Sublessor shall then have a period of twenty (20) 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 In the event of any approved the Lessor consents to the subleasing or 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 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 SublesseeOutlease, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken to be performed by Sublessee herein. Sublessee and/or such Guarantor Lessee 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 such assignment of subletting, including, without limitation, attorneys fees. 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 (i) pay Sublessor fifty percent rent and (50%ii) of perform 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.covenants under this Outlease. Outlease Agreement Revised 10.19. 2016 XXX

Sublease and Assignment. Sublessee From and after January 1, 2010, the first two (2) paragraphs of Section 11 of the Lease shall be deleted in their entirety and replaced with the following: “Lessee may not have assign or otherwise transfer this Lease, or sublet (including permitting occupancy or use by another party) the right to sublease or assign this Sublease Demised Premises, or any part thereof, without giving Lessor ten (10) business days’ prior written notice of Lessee’s intention to assign this Lease or suffer or permit the Sublet Premises sublet all or any part thereof to be occupied by others, by operation of law or otherwise without the prior written consent of Sublessor and LandlordDemised Premises. Any attempt by Sublessee 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 its interests under or sublease, Lessor shall have the Sublease in contravention option: (1) if the proposed transaction is an assignment of this Sublease without such prior written Lease that requires Lessor’s consent shall be voidhereunder (Lessor acknowledging that an assignment to a subsidiary, of no effectaffiliate or successor does not require Lessor’s consent), and constitute an Event of Default hereunder. Any required consent of Sublessor shall not be unreasonably withheldto terminate this Lease with respect to the entire Demised Premises, conditioned or delayed. If Sublessee should desire to assign this Sublease or sublease the Sublet Premises or any 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 (2) if the proposed assignment or transaction is a 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 informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of twenty (20) 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 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 such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such that requires Lessor’s consent to or recognition of any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“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 such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor Lessor acknowledging that a sublease to a particular assignmentsubsidiary, sublease, affiliate or other transaction shall successor does 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 fifty require Lessor’s consent) (a) of more than sixty percent (5060%) of the rentable square footage of the Demised Premises measured as of the date hereof (inclusive of any then subleased space at the Demised Premises and any proposed sublease space), or (b) for a term exceeding ninety-five percent (95%) of the then remaining Lease Term (without regard to any then unexercised extension options under this Lease, but considering all such excess Rent extension options granted under the proposed sublease), to terminate this Lease with respect to the portion of the 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 following receipt thereof by Sublessee from such sublesseeafter delivery of Lessee’s notice. If Lessor elects to terminate all or a portion of this Lease, assignee, licensee, (a) this Lease shall end and expire with respect to all or other transfereea portion of the Premises, as the case might may be, on the date that such assignment or sublease was to commence, (b) all rent shall be apportioned, paid or refunded as Additional Rentof such date, except that Lessee shall be responsible for any amounts billed thereafter pursuant to an annual true-up statement from Lessor, (c) Lessee, upon Lessor’s request, shall enter into an amendment of this Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to 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. Sublessee shall not have the right to sublease or assign this Sublease or any part thereof(a) LESSEE SHALL NOT, or suffer or permit the Sublet Premises or any part thereof to be occupied by othersWITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR AND SECURED PARTY WHICH MAY BE GRANTED OR WITHHELD IN THEIR SOLE DISCRETION, by operation of law or otherwise without the prior written consent of Sublessor and Landlord(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 LESSEE'S EMPLOYEES. Any attempt by Sublessee to sublease assignment, sublease, pledge, hypothecation or assign its interests under the Sublease in contravention of this Sublease transfer for which consent is required hereby and which is made without such prior written consent shall be void, . The consent of no effectLessor or Secured Party to any of the foregoing applies only to the specific instance in which given, 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 Sublease or sublease the Sublet Premises or any 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 informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of twenty (20) 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 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 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 (“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 such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, sublease, or other transaction shall not be deemed a consent to any subsequent like act by Lessee or any other person. Subject to the foregoing, this Lease 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. Notwithstanding the foregoing, Lessee shall be entitled to assign or subsequent transaction. If any Rent payable to Sublessee by any sublesseetransfer this Lease, assignee, licenseethe Equipment and its interests in this Lease and the Equipment in connection with a sale of all or substantially all of its assets to, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent (50%) a consolidation of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licenseeLessee with, or other transfereea merger of Lessee into, any corporation, so long as Lessee provides Lessor with 45 days prior written notice and such corporation assumes the case might beobligations of Lessee under this Lease and Lessee provides written evidence satisfactory to Lessor that immediately following such sale, as Additional Rentconsolidation or merger such corporation 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 of its right, title and interest in and to this Lease or the Equipment.

Sublease and Assignment. Sublessee Subtenant shall not have the right to sublease or assign this Sublease or any part thereof, or suffer or permit the Sublet Premises further sublease all or any part thereof to be occupied by others, by operation portion of law or otherwise the Sublease Premises without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written Sublandlord (which consent shall be void, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor shall not be unreasonably withheld, conditioned conditioned, or delayed) and Prime Landlord. If Sublessee should desire Subtenant shall not pledge its interest hereunder, allow liens to assign be placed on such interest, or suffer this Sublease or any portion thereof to be attached or taken upon execution. If consent is once given by Sublandlord to the assignment of this Sublease or the further sublease of the Sublet Sublease Premises or any portion thereofinterest therein, Sublessee Sublandlord shall give Sublessor written notice of such desire not be barred from subsequently refusing to make such consent to any further assignment or effect such sublease, in its commercially reasonable discretion. At Any attempt to sell, assign, or sublet without the time consent of giving such noticeSublandlord and Prime Landlord shall be deemed a default by Subtenant. If any assignment, Sublessee shall provide Sublessor with a copy subl ease, or other transfer obligates the transferee to pay to Subtenant amounts in excess 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 informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of twenty (20) 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 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 Rent due under this Sublease and (whether by increased rent, a lump sum payment, payment for the Lease. Sublessor may collect Rent directly from such assignee sale, transfer or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to lease of Subtenant’s fixtures or recognition of any such assignment or subletting shall constitute a release of Sublesseeimprovements, or any guarantor of Sublessee’s performance hereunder (“Guarantor”other form), 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 then Subtenant shall pay all of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys fees. 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 Sublandlord fifty percent (50%) of all any such excess Rent within ten (10) days following receipt thereof by Sublessee from 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 sublessee, assignee, licensee, subleasing or other transferee, as the case might beassignment, 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 Sublandlord. In connection with any assignment occurring pursuant to the foregoing sentence, Subl andlord shall use its commercially reasonable efforts to provide or deny such consent within three (3) business days of receipt of any 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. Sublessee Tenant shall not have the right to sublease or assign this Sublease or any part thereofLease, or suffer or permit the Sublet Premises or any part thereof allow it to be occupied by othersassigned, 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 firm, person, partnership or corporation or any combination thereof, other than Tenant, without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written Landlord which consent shall be void, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor shall not be unreasonably withheld, conditioned withheld or delayed. If Sublessee should desire to assign this Sublease In no event shall any assignment or sublease ever release Tenant from any obligation or liability hereunder. No assignee or sublessee of the Sublet Premises or any portion thereof may assign or sublet the Premises or any portion thereof, Sublessee . Consent by Landlord to one or more assignments or sublettings shall give Sublessor written notice not operate as a waiver of such desire Landlord's rights as to make such assignment or effect such subleaseany subsequent assignments and/or sublettings. At the time of giving such notice, Sublessee shall provide Sublessor All reasonable legal fees and expenses incurred by Landlord in connection with a copy of the proposed any assignment or sublease document, proposed by Tenant will be the responsibility of Tenant and such information as Sublessor and Landlord may reasonably request concerning the proposed 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 will be paid by Tenant within twenty (20) days following of receipt of such notice and such information within which an invoice from Landlord. In addition, Tenant will pay to notify Sublessee Landlord an administrative overhead fee of not less than $500.00 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 consideration for Landlord's review of any approved requested 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 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 (“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 such assignment of subletting, including, without limitation, attorneys fees. 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 fifty percent (50%) 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. Sublessee Tenant shall not have the right to sublease or assign this Sublease or any part thereofLease, or suffer allow it to be assigned, in whole or permit in part, by operation of Law or otherwise (it being agreed that for purposes of this Lease, assignment shall include, without limitation, the Sublet 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 othersany firm, by operation of law person, partnership or otherwise corporation or any combination thereof, other than Tenant, without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written Landlord (which consent shall be void, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor shall not be unreasonably withheld, conditioned or delayeddelayed in accordance with Section 11.2 below). If Sublessee should desire 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 assign be an assignment of this Sublease or sublease the Sublet Premises Lease and shall not require Landlord’s consent or any portion thereofnotification to Landlord. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Sublessee Tenant shall give Sublessor written notice remain fully liable for the performance of such desire all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to make such assignment or effect such subleasebe performed, including without limitation, Tenant’s obligation to pay Basic Rent and Additional Rent during the entire Term. At the time of giving such notice, Sublessee Tenant shall provide Sublessor with deliver to Landlord a copy of the proposed each assignment or sublease documententered into by Tenant promptly after the execution thereof, and such information 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 Sublessor and Landlord may reasonably request concerning the proposed assignee or sublessee a waiver of Landlord’s rights as to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublesseeany subsequent assignments and/or sublettings. Sublessor shall then have a period of twenty (20) 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 approved Any assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein made by Tenant shall be subject in recordable form and shall contain a covenant of assumption of obligations accruing thereafter by the assignee running to all of the termsLandlord. All actual, conditionsreasonable, out-of-pocket legal fees 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 (“Guarantor”), from further performance expenses incurred 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 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 subletting$1,500. In addition, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, in consideration for Landlord’s review of any requested assignment or sublease, or other transaction shall not be deemed a consent Tenant will pay to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds Landlord an administrative overhead fee of $1,000.00 at the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent (50%) time 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 Rentrequest.

Sublease and Assignment. Sublessee Subtenant shall not have the right to sublease or assign this Sublease or any part thereof, or suffer or permit the Sublet Premises or any part thereof to be occupied by othersnot, by operation of law or otherwise, assign, sell, mortgage, pledge, hypothecate, encumber or in any manner Transfer (as defined in Section 10 of the Master Lease) this Sublease or any 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 prior written consent of Sublessor both Sublandlord and LandlordOverlandlord. Any attempt by Sublessee to sublease In connection with any proposed assignment or assign its interests under subletting of the Sublease in contravention of this Sublease without such prior written consent shall be voidSubleased Premises, of no 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 Sublease or sublease the Sublet Premises or any portion thereof, Sublessee shall give Sublessor written notice of such desire by Subtenant, at least thirty (30) days prior to make such assignment or effect such sublease. At the time of giving such notice, Sublessee shall provide Sublessor with a copy effective date of the proposed assignment and subletting, Subtenant shall provide Overlandlord and Sublandlord with written notice of Subtenant’s intent to assign or sublease documentsublet, which notice shall be accompanied by all information required by, and such information 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 Sublessor 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 Landlord may reasonably request concerning 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 sublessee subtenant approved by Overlandlord and Sublandlord shall execute an agreement reasonably acceptable to assist Sublessor Overlandlord 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 twenty (20) days following receipt of such notice and such information within Sublandlord pursuant to 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 subtenant agrees to be subject to all of bound by the terms, conditions, and provisions terms of this Sublease and the LeaseSublease. 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 Notwithstanding any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“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 such assignment of subletting, including, without limitation, attorneys feesany 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. Consent Any violation of any provision of this Sublease by Sublessor to a particular assignmentany assignee, sublease, subtenant or other transaction occupant shall not be deemed a consent to violation by the original Subtenant named herein, the then Subtenant and any other person(s) who at any time was or subsequent transactionwere 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 Rent payable to Sublessee part thereof shall be sublet or occupied by any sublesseeperson or persons 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 the acceptance of the assignee, licenseesubtenant or occupant as Subtenant, or other transferee exceeds a release of any person from the Rent reserved hereinfurther performance by such person of the obligations of Subtenant under this Sublease. Any Transfer made, then Sublessee or purported to have been made, in violation of this Section 15 or Section 20 of the Master Lease, shall be bound null and obligated to pay Sublessor fifty percent (50%) void and of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, no force or other transferee, as the case might be, as Additional Renteffect.

Sublease and Assignment. Sublessee Tenant shall not have sublet the right to sublease or assign this Sublease entire Lawn or any part of Lawn, nor shall Tenant assign this Agreement to anyone else without first obtaining Xxxxxxxx’s written permission. Prospective sublessees or assignees must submit an application to Landlord and must agree to credit, background, reference, and employment verification as well as the obligation to pay a non-refundable dollars ($ ) application fee. Permission to sublease will be determined by the sole discretion of Landlord. Alterations and Improvements. Tenant shall make no alterations, decorations, additions, or improvements in or to the Lawn without Landlord’s prior written consent, and then only by contractor or mechanics, or other approved by Landlord. All alterations, additions, or improvements upon the Lawn, made by either Party, shall become the property of Landlord and shall remain upon, and be surrendered with said Xxxx, as a part thereof, at the end of the term hereof. Tenant acknowledges that it will be responsible for and pay any damage done by rain, wind, hail, tornadoes, etc., if this damage is caused by allowing stoppage and/or overflow or suffer or permit the Sublet Premises water and/or sewage pipes, etc. or any part thereof damage caused while Tenant has occupancy. Entry. Landlord shall have the complete right to be occupied by othersenter upon the Lawn at reasonable hours to inspect the same, by operation make necessary repairs, supply services, or show it to prospective tenants, purchasers, workmen, or contractors. Whenever practicable, a two- day notice of law or otherwise without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee ’s intent to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written consent enter shall be void, given to Tenant. Condition of no effect, and constitute an Event of Default hereunderthe Lawn. Any required consent of Sublessor shall not be unreasonably withheld, conditioned or delayedTenant hereby acknowledges that the said Xxxx is in good condition. If Sublessee should desire there is anything about the condition of the Lawn that is not good, Xxxxxx agrees to assign this Sublease or sublease report it to Landlord within three (3) days of taking possession of the Sublet Premises or Lawn. Xxxxxx agrees that failure to file any portion thereof, Sublessee shall give Sublessor written notice of such desire to make such assignment or effect such sublease. At defects will be legally binding proof that the Lawn is in good condition at the time of giving such noticeoccupancy. Tenant responsibility. Good housekeeping is expected of everyone. Xxxxxx agrees to keep the Lawn clean and in a sanitary condition. Xxxxxx agrees not to permit any deterioration or destruction to occur while they are occupying the Lawn. Parking. Tenant and guests may park only in designated areas and not on the grass. Tenant shall keep driveways free of oil and grease. Lights, Sublessee Filters, Fuses, Etc. Tenant shall provide Sublessor replace burned-out electrical light bulbs and blown fuses. Tenant shall use light bulbs with a copy higher wattage than is allowed in any light fixture is a fire hazard and is strictly prohibited. Xxxxxx agrees to leave working light bulbs in all light fixtures at the end 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 informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of twenty (20) 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 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 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 (“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 such assignment of subletting, including, without limitation, attorneys fees. 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 fifty percent (50%) 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 Renttenancy.

Sublease and Assignment. Sublessee Tenant shall not have the right to sublease or assign this Sublease or any part thereofLease, or suffer or permit the Sublet Premises or any part thereof allow it to be occupied by othersassigned, 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 firm, person, partnership or corporation or any combination thereof, other than Tenant, without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written which consent shall be void, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor shall not be unreasonably withheld, conditioned withheld or delayed. If Sublessee should desire Tenant agrees that Landlord's failure to assign consent shall not be deemed reasonable if, in Landlord's opinion, among other things: (i) Tenant is in default under this Sublease Lease; (ii) the proposed sublease or assignment would tend to result in the violation of any applicable law, ordinance or regulation; (iii) the nature of the business of any assignee, sublessee or transferee (a) is inconsistent with any other tenant leases now or hereafter entered into by Landlord containing provisions against Landlord leasing space in the Building for certain uses, or (b) 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 with whom Landlord is currently negotiating for space in the Building, even though in any of the foregoing circumstances (1) through (vi) the potential assignee, sublessee or transferee may have a good credit rating. In no event shall any assignment or sublease ever release Tenant from any obligation or liability hereunder. No assignee or sublessee of the Sublet Premises or any portion thereof may assign or sublet the Premises or any portion thereof, Sublessee . Consent by Landlord to one or more assignments or sublettings shall give Sublessor written notice not operate as a waiver of such desire Landlord's rights as to make such assignment or effect such subleaseany subsequent assignments and/or sublettings. At the time of giving such notice, Sublessee shall provide Sublessor All reasonable legal fees and expenses incurred by Landlord in connection with a copy of the proposed any assignment or sublease document, proposed by Tenant will be the responsibility of Tenant and such information as Sublessor and Landlord may reasonably request concerning the proposed 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 will be paid by Tenant within twenty (20) days following of receipt of such notice and such information within which an invoice from Landlord. In addition, Tenant will pay to notify Sublessee Landlord an administrative overhead fee of not more than $500.00 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 consideration for Landlord's review of any approved requested 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 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 (“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 such assignment of subletting, including, without limitation, attorneys fees. 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 fifty percent (50%) 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. Sublessee Tenant shall not have the right to sublease or assign this Sublease Lease and/or sublease all or any part thereofportion of the Premises without Landlord's prior written consent, such consent not to be unreasonably conditioned, delayed, or suffer or permit withheld. Concurrently with any request for Landlord's consent Tenant shall pay to Landlord the Sublet Premises or any part thereof to be occupied by others, by operation sum of law or otherwise without the prior written consent $750.00 for Landlord's review and processing of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written consent shall be void, of no effectrequest, and constitute an Event of Default hereunder. Any required consent of Sublessor Landlord shall not be unreasonably withheld, conditioned or delayed. If Sublessee should desire obligated to assign this Sublease or sublease the Sublet Premises or any portion thereof, Sublessee shall give Sublessor written notice of review such desire request prior to make such assignment or effect such sublease. At the time of giving such notice, Sublessee shall provide Sublessor with a copy its receipt of the proposed assignment foregoing fee. Notwithstanding the foregoing, however, a change in the ownership 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 informed judgment regarding the financial condition, reputation, operation, and general desirability control of the proposed assignee or sublesseeTenant shall not be deemed an assignment of this Lease for the purposes of this paragraph. Sublessor shall then have a period of twenty (20) 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 thatIn addition, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject Tenant elects 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 (“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 such assignment of subletting, including, without limitation, attorneys fees. 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 sell fifty percent (50%) or more of all its assets, it shall have the right to assign this Lease in connection with such excess Rent within ten sale without the consent of the Landlord. Further, Landlord agrees to consent to Tenant's assignment of this Lease in the event (10i) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, the proposed new tenant is financially as strong or other transfereestronger than Tenant, as determined in Landlord's reasonably exercised discretion, and (ii) Landlord is reasonably satisfied with the case might begood business reputation of such proposed new tenant. In the event of a permitted subletting or an assignment of this Lease, as Additional RentTenant shall not be released from liability hereunder. Consent by Landlord to an assignment or subletting shall not be deemed consent to any further assignment or subletting; the restrictions set forth in this paragraph 10 shall apply to any assignee or sublessee of Tenant.

Sublease and Assignment. Sublessee Neither Tenant, nor Tenant's legal representatives or successors shall not have the right to sublease mortgage, encumber, assign or assign transfer this Sublease lease or any part thereofsublease, or suffer use or occupy or permit the Sublet Premises demised premises or any part thereof to be used or occupied by others, by operation of law or otherwise without the prior written consent of Sublessor Landlord in each instance, which consent shall not be unreasonably withheld or delayed in accordance with the express terms and Landlordconditions of this Article. Any attempt such mortgage, encumbrance, sublease or assignment or permission without such consent shall be voidable, at the option of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by Sublessee 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 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 its interests under all or a portion of the Sublease in contravention demised premises only upon the obtaining of this Sublease without such 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 consent shall be void, approval of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor Landlord which approval shall not be unreasonably withheld, conditioned or delayed. If Sublessee should desire , but without limiting the generality of the foregoing, it shall be reasonable for Landlord to assign this Sublease 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 sublease with Landlord's leasing policy, or (b) a use which conflicts with any so called "exclusive" then in favor of another tenant of the Sublet Premises 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 thereofof this lease (including but not limited to any rules and regulations then in effect): or (2) The character, Sublessee shall give Sublessor written notice of such desire to make such assignment or effect such sublease. At the time of giving such noticemoral stability, Sublessee shall provide Sublessor with a copy 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 sublease documentassignment shall expressly provide that it is subject and subordinate to this lease; E. That Tenant shall pay to Landlord, and such information Landlord's then standard processing fee, which as Sublessor and Landlord may reasonably request concerning of the date of execution of this Lease is currently the sum of $1,000,000; F. That the proposed assignee or sublessee transferee shall execute an agreement on Landlord's then standard form pursuant to assist Sublessor which it shall agree to perform faithfully 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 twenty (20) 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 approved assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to bound by all of the terms, covenants, conditions, provisions and provisions agreements of this Sublease and lease for the Lease. Sublessor may collect Rent directly from such assignee period covered by the sublease or sublessee and apply the amount so collected assignment to the Rent herein reserved. No such consent extent of the space subleased; G. That an executed duplicate original of each sublease or assignment and assumption agreement in a form acceptable to or recognition of any such assignment or subletting shall constitute a release of SublesseeLandlord, or any guarantor of Sublessee’s performance hereunder (“Guarantor”)together with all sums due, 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 such assignment of subletting, including, without limitation, attorneys fees. 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 delivered to pay Sublessor fifty percent (50%) of all such excess Rent Landlord 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.five

Sublease and Assignment. Sublessee Tenant shall not have the right to sublease or assign this Sublease or any part thereofLease, or suffer or permit the Sublet Premises or any part thereof allow it to be occupied by othersassigned, 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 firm, person, partnership or corporation or any combination thereof, other than Tenant without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written Landlord which consent shall be void, of no 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 Sublease In no event shall any assignment or sublease ever release Tenant from any obligation or liability hereunder. No assignee or sublessee of the Sublet Premises or any portion thereof may assign or sublet the Premises or any portion thereof, Sublessee . Consent by Landlord to one or more assignments or sublettings shall give Sublessor written notice not operate as a waiver of such desire Landlord’s rights as to make such assignment or effect such sublease. At the time of giving such notice, Sublessee shall provide Sublessor any subsequent assignments and/or sublettings All reasonable legal fees and expenses incurred by Landlord in connection with a copy of the proposed any assignment or sublease document, proposed by Tenant will be the responsibility of Tenant and such information as Sublessor and Landlord may reasonably request concerning the proposed 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 will be paid by Tenant within twenty (20) days following of receipt of such notice 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 such information within which to notify Sublessee without constituting an assignment or sublease hereunder, (i) engage in writing a Change of whether Sublessor approves Control or disapproves of such request to sublease (ii) sublet the Premises or assign its interest in the Sublease. Sublessor and Sublessee agree 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, in the event as a result of any approved assignment or sublettingof the foregoing transactions (including a Change of Control), the rights of Tenant under this Lease (including any assignee resulting from any such assignee or sublessee transaction) must then have sufficient credit to perform all remaining obligations of Sublessee herein shall be subject to all of the terms, conditions, and provisions of Tenant under 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 (“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 such assignment of subletting, including, without limitation, attorneys fees. 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 fifty percent (50%) 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. Sublessee (A) Tenant shall not have the right to sublease or assign this Sublease or any part thereof, or suffer or permit the Sublet Leased Premises or any part thereof or to be occupied by others, by operation assign any or all of law or otherwise its rights hereunder without the Landlord's prior written consent of Sublessor and Landlordconsent. Any attempt by Sublessee If Tenant desires to enter into a sublease or assign its interests under assignment, then Tenant will immediately deliver to Landlord a request for consent to such sublease or assignment, accompanied by the Sublease in contravention of this Sublease without such prior written consent shall be void, of no effect, name 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 Sublease or sublease the Sublet Premises or any 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 address of the proposed assignment subleasee or sublease documentassignee, and such information as Sublessor and Landlord may reasonably request concerning the proposed assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability terms of the proposed assignee or sublessee. Sublessor shall then have a period of twenty (20) 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 assignment, and a financial statement of the proposed subleasee or assignee. Without limiting the circumstances under which Landlord may withhold its interest in consent to a proposed sublease or assignment, Landlord shall have the Sublease. Sublessor and Sublessee agree 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 continuing, (ii) the event proposed subleasee or assignee 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 (iii) the proposed sublease or assignment does not require the subleasee or assignee to use the Leased Premises for the same purposes as are required in this Lease or is otherwise not on the same terms and conditions as this Lease. If Landlord consents to any approved such sublease or 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 sublettingother 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 rights of any subleasee or assignee will pay the rent due under such assignee sublease or sublessee of Sublessee herein assignment directly to Landlord, (iii) Tenant shall be subject deliver to all Landlord the a fully executed original of the termsaforesaid agreement and a fully executed original of the sublease or assignment, conditionsif different from the aforesaid agreement, prior to the commencement of the sublease or assignment. For purposes of the indemnity and other provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such , a subleasee or 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 (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken will be considered 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 an "invitee" of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys fees. 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 fifty percent (50%) 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 RentTenant.

Sublease and Assignment. Sublessee Tenant shall not have the right to sublease or assign this Sublease or any part thereofLease, or suffer or permit the Sublet Premises or any part thereof allow it to be occupied by othersassigned, 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 firm, person, partnership or corporation or any combination thereof, other than Tenant, without the prior written consent of Sublessor and Landlord. Any attempt Notwithstanding any subletting or assignment by Sublessee Tenant hereunder or any provision herein to sublease or assign its interests under the Sublease in contravention contrary, including, but not limited to the last sentence of this Sublease 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 such prior written consent limitation, Tenant’s obligation to pay Basic Rent and Additional Rent during the entire Term. Tenant shall be void, deliver to Landlord a copy of no 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 Sublease each assignment or sublease entered into by Tenant promptly after the Sublet execution thereof, whether or not Landlord’s consent is required in connection therewith. No assignee or 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, Sublessee shall give Sublessor written notice of such desire not 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 documentexceed $1,500.00, and such information as Sublessor and expenses incurred by Landlord may reasonably request concerning the proposed 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 twenty (20) 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 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 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 (“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 such assignment or sublease proposed by Tenant will be the responsibility of sublettingTenant 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, includingTenant may assign or sublease the Premises without Landlord’s consent to an entity controlling, without limitationcontrolled by, attorneys fees. Consent by Sublessor 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 particular assignmentpurchaser of all or substantially all of the assets of Tenant (collectively, sublease“Tenant Affiliate”). A public offering, issuance or other transaction distribution of Tenant’s stock (including distributions pursuant to an employee benefit program), in any amount, 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 fifty percent (50%) constitute an assignment for purposes 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 Rentthis Lease.

Sublease and Assignment. Sublessee Neither Tenant, nor Tenant's legal representatives or successors shall not have the right to sublease mortgage, encumber, assign or assign transfer this Sublease lease or any part thereofsublease, or suffer use or occupy or permit the Sublet Premises demised premises or any part thereof to be used or occupied by others, by operation of law or otherwise without the prior written consent of Sublessor Landlord in each instance, which consent shall not be unreasonably withheld or delayed in accordance with the express terms and Landlordconditions of this Article. Any attempt such mortgage, encumbrance, sublease or assignment or permission without such consent shall be voidable, at the option of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by Sublessee 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 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 its interests under all or a portion of the Sublease in contravention demised premises only upon the obtaining of this Sublease without such 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 consent shall be void, approval of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor Landlord which approval shall not be unreasonably withheld, conditioned or delayed. If Sublessee should desire , but without limiting the generality of the foregoing, it shall be reasonable for Landlord to assign this Sublease 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 sublease with Landlord's leasing policy, or (b) a use which conflicts with any so called "exclusive" then in favor of another tenant of the Sublet Premises 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 thereofof this lease (including but not limited to any rules and regulations then in effect): or (2) The character, Sublessee shall give Sublessor written notice of such desire to make such assignment or effect such sublease. At the time of giving such noticemoral stability, Sublessee shall provide Sublessor with a copy 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 sublease documentassignment shall expressly provide that it is subject and subordinate to this lease; E. That Tenant shall pay to Landlord, and such information Landlord's then standard processing fee, which as Sublessor and Landlord may reasonably request concerning of the date of execution of this Lease is currently the sum of $1,000,000; F. That the proposed assignee or sublessee transferee shall execute an agreement on Landlord's then standard form pursuant to assist Sublessor which it shall agree to perform faithfully 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 twenty (20) 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 approved assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to bound by all of the terms, covenants, conditions, provisions and provisions agreements of this Sublease and lease for the Lease. Sublessor may collect Rent directly from such assignee period covered by the sublease or sublessee and apply the amount so collected assignment to the Rent herein reserved. No such consent extent of the space subleased; G. That an executed duplicate original of each sublease or assignment and assumption agreement in a form acceptable to or recognition of 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 or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“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 such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, sublease, or other transaction shall not be deemed a 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 any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other require the transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor 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) fifty percent per cent (50%) of all any 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, and as apportionable to space sought to be subleased) pursuant to the terms of this lease, after reduction for the reasonable and necessary direct costs actually incurred by Tenant to obtain the sublease or assignment, such excess Rent within ten 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 subleased or assigned is vacant, and (10ii) days following 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 Sublessee from Tenant. Any such sublesseerent, assigneeprofit, licenseegain or other consideration, or other transfereesum 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 case might besole benefit of Landlord, as Additional Rentand, whether actually held or retained by Tenant or not, 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. Any failure or refusal by Tenant to pay Landlord same shall constitute a default and material breach of the terms, covenants and conditions of this lease subjecting Tenant to all the rights and remedies of Landlord under this lease and applicable law. The consent by Landlord to a sublease or assignment shall not in any way be construed to relieve Tenant or the 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 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 Landlord's failure to give notice of default under or in respect to any of the terms, covenants, conditions, provisions or agreements of this lease. Notwithstanding the consent of Landlord to an assignment or sublease, Tenant shall remain liable for payment of all bills rendered by Landlord for the rent and other charges incurred by the transferee for services and materials supplied to the demised premises. If Tenant is a corporation which, under the then current guidelines published by the Commissioner or Corporations of the 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 stock or interest in such corporation, association or partnership in excess of twenty-five (25%) percent shall be deemed a proposed transfer within the meaning of this Article, including the requirement of obtaining Landlord's prior written consent. LANDLORD 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. Sublessee Except as set forth in Rider 6 attached hereto, Tenant shall not have the right to sublease or assign this Sublease or any part thereofLease, or suffer or permit the Sublet Premises or any part thereof allow it to be occupied by othersassigned, 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 firm, person, partnership or corporation or any combination thereof, other than Tenant, without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee , which consent to a sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written consent shall be void, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor assignment (other than a collateral assignment) shall not be unreasonably withheld, conditioned or delayeddelayed so long as Landlord does not elect to terminate this Lease as provided in Section 11.201(b) below. If Sublessee should desire to assign this Sublease 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, (i) each assignee must assume all obligations under this Lease and (ii) each sublessee must confirm that its sublease is subject and subordinate to this Lease. In addition, each assignee and sublessee shall agree to cause the Sublet Premises to comply at all times with all requirements of the Disability Acts (as amended), including, but not limited to, obligations arising out of or associated with such assignee’s or subtenant’s use of or activities or business operations conducted within the Premises. No assignee or sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof, Sublessee . Consent by Landlord to one or more assignments or sublettings shall give Sublessor written notice not operate as a waiver of such desire Landlord’s rights as to make such assignment or effect such subleaseany subsequent assignments and/or sublettings. At the time of giving such notice, Sublessee Tenant shall provide Sublessor with deliver to Landlord a copy of the proposed each assignment or sublease documententered into by Tenant promptly after the execution thereof, and such information as Sublessor and Landlord may reasonably request concerning the proposed assignee whether or sublessee to assist Sublessor and Landlord not Landlord’s consent is required in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublesseeconnection therewith. Sublessor shall then have a period of twenty (20) 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 approved Any assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein made by Tenant shall be subject in recordable form and shall contain a covenant of assumption by the assignee running to all of the terms, conditions, Landlord. All reasonable legal fees 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 (“Guarantor”), from further performance expenses incurred 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 Landlord in connection with any such assignment or sublease proposed by Tenant will be the responsibility of subletting, including, without limitation, attorneys fees. Consent Tenant and will be paid 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 fifty percent Tenant within five (50%) of all such excess Rent within ten (105) days following of receipt thereof by Sublessee of an invoice from such sublesseeLandlord. In addition, assignee, licensee, Tenant will pay to Landlord an administrative overhead fee of $500.00 in consideration for Landlord’s review of any requested assignment or other transferee, as the case might be, as Additional Rentsublease.

Sublease and Assignment. Sublessee Except as provided below and as provided in Rider 2 to the Lease, Tenant shall not have the right to sublease or assign this Sublease or any part thereofLease, or suffer or permit the Sublet Premises or any part thereof allow it to be occupied by othersassigned, 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 firm, person, partnership or corporation or any combination thereof, other than Tenant, without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to In no event shall any assignment or sublease ever release Tenant from any obligation or assign its interests under the Sublease in contravention of this Sublease without such prior written consent shall be void, of no effect, and constitute an Event of Default liability hereunder. Any Without limiting Landlord's consent rights and as a condition to obtaining Landlord's consent, (i) each assignee must assume all obligations under this Lease and (ii) each 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 all times with all requirements of the Disability Acts (as amended), including, but not limited to, obligations arising out of or associated with such assignee's or subtenant's use of or activities or business operations conducted within the Premises to the extent Tenant would be required consent to so comply under this Lease. No assignee or sublessee of Sublessor shall not be unreasonably withheld, conditioned the Premises or delayed. If Sublessee should desire to any portion thereof may assign this Sublease or sublease sublet the Sublet Premises or any portion thereof, Sublessee . Consent by Landlord to one or more assignments or sublettings shall give Sublessor written notice not operate as a waiver of such desire Landlord's rights as to make such assignment or effect such subleaseany subsequent assignments and/or sublettings. At the time of giving such notice, Sublessee Tenant shall provide Sublessor with deliver to Landlord a copy of the proposed each assignment or sublease documententered 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 such information as Sublessor expenses INCURRED BY LANDLORD IN CONNECTION with any assignment or sublease proposed by Tenant will be the responsibility of Tenant and Landlord may reasonably request concerning the proposed 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 twenty will be paid by Tenant within five (205) days following of receipt of such notice and such information within which an invoice from Landlord. In addition, Tenant will pay to notify Sublessee Landlord an administrative overhead fee of $500.00 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 consideration for Landlord's review of any approved requested 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 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 (“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 such assignment of subletting, including, without limitation, attorneys fees. 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 fifty percent (50%) 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 for those transactions permitted under the Master Lease, Sublessee shall not have not, either voluntarily, or by operation of law, sell, hypothecate, assign or transfer this Sublease, or sublet the right to sublease or assign this Sublease Premises or any part thereof, or suffer or permit the Sublet Premises or any part thereof to be occupied by others, by operation of law anyone other than Sublessee or otherwise Sublessee's employees without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written each instance, which consent shall be void, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor shall not be unreasonably withheld, conditioned or delayeddelayed for more than 10 days. If In the event Sublessee should desire to assign this Sublease sublets or sublease the Sublet Premises or assigns any 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 part of the proposed assignment or sublease documentPremises as set forth above and receives rent in excess of $25.00 per rentable square foot ("Excess Rent"), and such information as then any Excess Rent shall be immediately paid to Sublessor and Landlord may reasonably request concerning the proposed 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 sublesseeupon receipt by Sublessee. Sublessor shall then have a period of twenty (20) days following receipt of such notice and such information within which to notify Sublessee be notified in writing by Sublessee of any sale, assignment, mortgage transfer, or subletting or other transfer of this Sublease, whether Sublessor approves or disapproves not Sublessor's consent is required. Any sale, assignment, mortgage transfer, or subletting or other transfer of such request to sublease or assign its interest this Sublease which is not in compliance with the provisions of this paragraph 5 shall be null and void and shall, at the option of Sublessor, terminate this Sublease. The consent by Sublessor and to any sale, assignment, mortgage transfer, or subletting or other transfer: (i) shall not be construed as relieving Sublessee agree that, in from obtaining the event express written consent of Sublessor to any approved further 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 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 (“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 such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, sublease, or other transaction ii) 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 fifty percent (50%) of all such excess Rent within ten (10) days following receipt thereof by release Sublessee from such sublessee, assignee, licensee, any liability or other transferee, as the case might be, as Additional Rentobligation hereunder whether or not then accrued.

Sublease and Assignment. Sublessee shall not have Lessee will be provided the continuing right to sublease or assign this Sublease or any part thereof, or suffer or permit the Sublet Premises or any part thereof to be occupied by others, by operation of law or otherwise without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written consent shall be void, of no 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 Sublease or sublease the Sublet Premises or any 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 informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed assignee or sublessee. Sublessor shall then have a period of twenty (20) 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 SubleaseLease or sublet all of, or any portion of, the Premises at any time during the primary Lease term and renewal terms, with Lessor's approval, not to be unreasonably withheld or delayed if proposed assignee or sublessee is of good financial responsibility. Sublessor A consent to any third party assignment or subletting shall not be deemed to be a consent to any subsequent assignment or subletting, and Sublessee agree thatshall not release Lessee from any obligations pursuant to the provisions of this Lease unless agreed to by Lessor. Notwithstanding anything to the contrary contained in this Lease, Lessee may assign this Lease or sublet the Premises upon notice to Lessor but without Lessor's consent to any 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, is controlled by or is under, control with Lessee, its successor by merger, acquisition or consolidation. As used herein, control of a person means the possession, directly or indirectly, of the power to direct that persons' management and policies, whether through the ownership of voting securities or otherwise. The sale or transfer of stock by Lessee or by any shareholder of it shall not constitute an assignment of the terms of this Lease. As between Lessor and Lessee, any rights and liabilities with respect to the Customers or Customers Equipment shall be the sole responsibility of Lessee. Lessor shall have no right to recapture the Premises in the event of any approved an assignment or sublettingsublease, provided the rent is paid on the terms and conditions of this lease, other than Lessor's normal rights and remedies as provided herein. The rights of Lessee contained in this Section 8.1 shall inure to the benefit of all future assignees and subtenants. Where the assignment or sublease is made to other than a PAC-WEST entity, Lessee and Lessor shall share equally in any such assignee profits over and above the then existing base rate and triple net charges, from assignments or sublessee subleasing after Lessee has first deducted costs of Sublessee herein shall be subject to all of the terms, conditions, and provisions of this Sublease subletting 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 remaining straight line amortization of any such assignment or subletting shall constitute a release of Sublessee, or any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance tenant improvements and equipment which have been paid for 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 such assignment of subletting, including, without limitation, attorneys fees. 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 Lessee which the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent (50%) 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 Rentsubtenant utilizes.

Sublease and Assignment. Sublessee Tenant shall not have the right to sublease or assign this Sublease or any part thereofLease, or suffer or permit the Sublet Premises or any part thereof allow it to be occupied by othersassigned, 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 firm, person, partnership or corporation or any combination thereof, other than Tenant, without the prior written consent of Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in contravention of this Sublease without such prior written consent shall be void, of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor shall which will not be unreasonably withheld, conditioned or delayed. If Sublessee should desire to assign this Sublease In no event shall any assignment or sublease ever release Tenant from any obligation or liability hereunder. No assignee or sublessee of the Sublet Premises or any portion thereof may assign or sublet the Premises or any portion thereof, Sublessee . Consent by Landlord to one or more assignments or sublettings shall give Sublessor written notice not operate as a waiver of such desire Landlord's rights as to make such assignment or effect such subleaseany subsequent assignments and/or sublettings. At the time of giving such notice, Sublessee shall provide Sublessor All reasonable legal fees and expenses incurred by Landlord in connection with a copy of the proposed any assignment or sublease document, proposed by Tenant will be the responsibility of Tenant and such information as Sublessor and Landlord may reasonably request concerning the proposed 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 will be paid by Tenant within twenty (20) days following of receipt of such notice and such information within which an invoice from Landlord. In addition, Tenant will pay to notify Sublessee Landlord an administrative overhead fee of not less than $500.00 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 consideration for Landlord's review of any approved requested 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 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 (“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 such assignment of subletting, including, without limitation, attorneys fees. 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 fifty percent (50%) 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.