Common use of SUBLEASING AND ASSIGNMENT Clause in Contracts

SUBLEASING AND ASSIGNMENT. Lessee may not assign, mortgage, pledge, hypothecate, or encumber this Lease or sublet the Premises or any part thereof, nor allow any other person (the agents and servants of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining Lessor’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, if Lessor consents to one or more assignments of this Lease or consents to the subletting from time to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of be performed, including the payment of the rentals and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the following: (a) Lessee shall not be in default under the Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or sublease, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for ▇▇▇▇▇▇▇▇ and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, and Lessee hereunder shall continue to be obligated under this Lease. Any assignment or subletting shall be subject to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject to all of the terms, covenants and conditions of this Lease

SUBLEASING AND ASSIGNMENT. Lessee may not assign, mortgage, pledge, hypothecate, or encumber (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or sublet therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, and that neither the Premises or Premises, nor any part thereof, nor allow will be encumbered in any other person (manner by reason of any act or omission on the agents and servants part of Lessee excepted) to occupy or use the PremisesTenant, or any part thereofused or occupied, or permitted to be used or occupied, or used for desk or mailing privileges, by anyone other than Tenant, or for any right use or privilege appurtenant theretopurpose other than as stated in Section 6, without first obtaining Lessor’s the prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, withheld conditioned or delayed; provided, however, if Lessor consents to one or more assignments of this Lease or consents to the subletting from time to time of the Premises or parts thereof, Lessee shall nevertheless remain liable provided ▇▇▇▇▇▇ remains responsible for its performance of this Lease on its part of be performed, including the payment of the rentals all financial and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request terms under the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 the foregoing to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee Tenant shall have the right, right to sublease all or any portion of the Premises without the prior consent of LessorLandlord during the Original Term, to assign or otherwise transfer and Option Term if Tenant executes Option and Tenant is in Occupancy for a portion of Option Term, provided ▇▇▇▇▇▇ remains responsible for all financial and other terms under this Lease or sublet and inform Landlord of any executed subleases. (b) Notwithstanding anything contained herein to the Premises contrary, provided that the conditions set forth herein are complied with to a corporationthe sole satisfaction of Landlord, person or other entity whichTenant may assign this Lease upon at least thirty (30) days prior written notice to Landlord, to: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock Tenant or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization any entity owned controlled or other transaction affiliated with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the following: (a) Lessee shall not be in default under the Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or sublease, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for including ▇▇▇▇▇ ▇▇▇▇▇▇ and/or ▇▇▇ ▇▇▇▇▇▇▇▇ ; (ii) any corporation, limited liability company or other entity (A) resulting from a merger or consolidation of or sale of all the stock of, Tenant, or (B) to which Tenant sells substantially all of its assets if, and legal notices sent upon the express condition that, prior to Lesseethe effectuation of any assignment Tenant shall provide certified financial statements of the proposed assignee to the Landlord showing that the total assets and net worth of such assignee specified in (i) or (ii) after such merger, consolidation or sale shall not be less than that of Tenant on the date hereof and further provided that such assignee or sublessee. Upon Lessor’s request(a “Permitted Transferee”) and Tenant shall promptly execute, Lessee and any such permitted transferee shall execute acknowledge and deliver to Lessor any Landlord an agreement in form and substance satisfactory to Landlord whereby such assignee shall agree to be bound by and upon all documentation reasonably required by Lessor the covenants, agreements, terms, provisions and conditions set forth in order this Lease on the part of Tenant to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lesseebe performed, and Lessee hereunder whereby Assignee shall expressly agree that the provisions of this Section 15 shall, notwithstanding such assignment of transfer, continue to be obligated under this Lease. Any assignment or subletting shall be subject to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject binding upon it with respect to all of the terms, covenants future assignments and conditions of this Leasetransfers.

SUBLEASING AND ASSIGNMENT. Lessee may not assign(a) Except as expressly provided herein, mortgage, pledge, hypothecate, or encumber this Lease or sublet the Premises or any part thereof, nor allow any other person (the agents Subtenant covenants and servants of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant theretoagrees that, without first obtaining Lessorthe written consent of Sublandlord (and, if required under the O▇▇▇▇▇▇▇▇, that of Overlandlord), whether voluntarily, involuntarily, by operation of law or otherwise, neither this Sublease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Subleased Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Subtenant, or used or occupied or permitted to be used or occupied, or for any use or purpose other than the use described above, or be sub-sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or sub-subletting, without the prior written consent of Overlandlord and Sublandlord, provided, however, Sublandlord’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, if Lessor consents to one or more assignments of this Lease or delayed provided Overlandlord consents to the subletting from time to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of be performed, including the payment of the rentals and other charges assumed by Lessee hereundersame. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision The provisions of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, 22 shall be conditioned upon the following: (a) Lessee shall not in addition to any other or additional material or information that may be in default required under the Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or sublease, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for O▇▇▇▇▇▇▇▇ (which material and legal notices sent information Sublandlord may also consider in granting or withholding consent). Subtenant shall give Sublandlord notice of any proposed assignment or sub-sublease, and said notice shall specify the provisions of the proposed assignment or sub-sublease as follows: (i) the name and address of the proposed assignee or sub-subtenant, (ii) such information as to Lesseethe proposed assignee's or sub-Subtenant’s financial capability as may reasonably be required by Sublandlord, (iii) all of the material terms and provisions upon which the proposed assignment or sub-sublease is to be made, and (iv) all other information reasonably necessary for Sublandlord to approve or disapprove the request. (b) Without limitation of any applicable provision in the O▇▇▇▇▇▇▇▇, unless the stock of Subtenant shall be publicly traded on a national exchange regulated by the United States Securities and Exchange Commission, the assignee provisions of paragraph (a) of this Section 22 shall apply to a transfer (by one or sublesseemore transfers) transfer (by one or more transfers) of a controlling portion of or interest in (meaning more than fifty percent (50%)) of the voting rights or stock or partnership or membership interests or other evidences of equity interests of Tenant. Upon LessorNotwithstanding the foregoing, upon thirty (30) days’ prior written notice to Sublandlord, Subtenant shall have the right during the Term hereof to assign the Sublease or further sublet all or any part of the Subleased Premises, without Sublandlord’s requestprior written consent, Lessee to (i) any entity which controls or is controlled by Subtenant or is under common control with Subtenant, or (ii) any successor entity into which or with Subtenant is merged or which acquires substantially all of Tenant’s assets or stock (each a “Permitted Transfer”), provided that (i) in the case of merger, consolidation or sale of Subtenant, the successor to Subtenant has a tangible net worth and financial condition (computed in accordance with generally accepted accounting principles) equal to the net worth at least equal to the greater of the net worth of Subtenant herein named on the date of this Sublease; (ii) Sublandlord shall have obtained the written consent of the Overlandlord under the O▇▇▇▇▇▇▇▇, if and to the extent required thereunder; and (iii) in any of such events, prior to the effective date of any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liabilitytransaction, the postassignee, successor or Subtenant agrees directly with Sublandlord (and, if required, Overlandlord), by written instrument in form reasonably satisfactory to Sublandlord, to be bound by all the obligations of Subtenant hereunder including, without limitation, the covenant against further assignment or subletting. (c) No assignment or sub-transaction ownership structure and the permitted transferee’s relationship to Lessee, and Lessee subletting hereunder shall continue to be obligated under this Lease. Any assignment or subletting shall be subject to the following conditions: (y) Lessee relieve Subtenant from any of its obligations hereunder and Subtenant shall remain fully and primarily liable during therefor. No Permitted Transfer, sub-subletting, or occupancy hereunder shall affect or alter the unexpired Term Permitted Uses. Any sub-subletting or assignment of any portion of Subtenant’s right, title or interest in and to this Sublease which is in violation of this Lease; Section 22 shall be null and (z) void and of no force or effect, and shall constitute default hereunder. If any such sub-sublease or assignment or subletting other transfer hereunder results in the imposition of any costs or charges (including without limitation any “Profits,” as defined in the O▇▇▇▇▇▇▇▇) on Sublandlord under the O▇▇▇▇▇▇▇▇, Subtenant shall be subject solely responsible therefor. (d) If, in violation of this Section 22, this Sublease be assigned, or if the Subleased Premises or any part thereof be sub-sublet or occupied by anyone other than Subtenant, Sublandlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of this Sublease shall be deemed a waiver of this covenant, or the acceptance of the assignee, sub-subtenant or occupant as a tenant or a release of Subtenant from the further performance of covenants on the part of Subtenant to be performed hereunder. (e) Any consent by Sublandlord to a particular subletting or occupancy shall not in any way diminish the prohibition stated in paragraph (a) of this Section 22 or the continuing liability of the original named Subtenant. No assignment or sub-subletting hereunder shall relieve Subtenant from its obligations hereunder and Subtenant shall remain fully and primarily liable therefor. No such assignment, sub-subletting, or occupancy shall affect or be contrary to the uses permitted under the O▇▇▇▇▇▇▇▇ and/or this Sublease. Any consent by Sublandlord to a particular assignment, subletting or occupancy shall be revocable, and any assignment, subletting or occupancy shall be void ab initio, if the same shall fail to require that such assignee, sub-subtenant or occupant agree therein to be independently bound by and upon all of the covenants, agreements, terms, covenants provisions and conditions set forth in this Sublease on the part of Subtenant to be kept and performed. Any sub-sublease under any sublease, or any assignment of any sublease, for which Subtenant has already obtained consent hereunder shall again require Sublandlord’s consent. Subtenant shall reimburse Sublandlord, as a Subtenant Surcharge, for all costs and expenses (including without limitation reasonable legal fees) incurred by Sublandlord in reviewing and evaluating any request for consent hereunder, and shall be responsible for any costs of Overlandlord for which Sublandlord is responsible under the O▇▇▇▇▇▇▇▇, provided that the total amount due from Subtenant pursuant to this LeaseSection 22(e) shall not exceed $,1,500.00.

SUBLEASING AND ASSIGNMENT. Lessee may Sublessee shall not sell, assign, mortgage, pledge, hypothecate, pledge or encumber otherwise transfer this Lease Sublease, or any interest therein, either voluntarily, involuntarily, or by operation of law, and shall not sublet the Premises or any part thereof, nor allow any other person (the agents and servants of Lessee excepted) to occupy or use the Leased Premises, or any part thereof, or any right or privilege appurtenant thereto, for any reason whatsoever, or permit the occupancy thereof by any person, persons, or entity through or under it, or grant a security interest in Sublessee's interest in the Leased Premises or this Sublease or any fixtures located on the Leased Premises, without the prior written consent of Sublessor first obtaining Lessor’s written consenthad and obtained, which may be given or withheld in the Sublessor’s sole and absolute discretion. For the purpose of this Section, any dissolution, merger, consolidation or other reorganization of Sublessee, or any change or changes in the stock ownership of Sublessee, which aggregates [%] or more of the capital stock of Sublessee shall be deemed to be an assignment of this Sublease. Sublessee shall not mortgage, hypothecate or encumber this Sublease. Sublessor's consent to one assignment, subletting, occupancy, or use by any other person, entity or entities shall not relieve Sublessee from any obligation under this Sublease and shall not be unreasonably withhelddeemed to be a consent to any subsequent assignment, conditioned subletting, occupancy or delayed; provideduse. Any assignment, howeverpledge, if Lessor consents subletting, occupancy or use without Sublessor's written consent shall be void and shall, at the option of the Sublessor, terminate this Sublease. Should this Sublease be assigned, or should the Leased Premises or any part thereof be sublet or occupied by any person or persons other than the original Sublessee hereunder, Sublessor may collect rent from the assignee, sublessee or occupant and apply the net amount collected to one the rent herein reserved, but no such assignment, subletting, occupancy or more assignments collection of rent shall be deemed a consent to such assignment, subletting or occupancy or a waiver of any term of this Lease Sublease, nor shall it be deemed acceptance of the assignee, sublessee or consents occupant as a tenant, or a release of Sublessee from the full performance by Sublessee of all the terms, provisions, conditions and covenants of this Sublease. In the event Sublessee wishes to assign this Sublease or sublet or allow the use of the Leased Premises or any part thereof, Sublessee shall give Sublessor not less than thirty (30) days written notice thereof and shall, in such notice, provide the name of the proposed assignee or sublessee, its proposed use of the Leased Premises, its background, such financial and credit information as Sublessor may require to determine the business experience, financial stability and creditworthiness of the proposed assignee or sublessee, and such additional information as Sublessor may request. Sublessee shall also pay Sublessor a one-time administrative fee equal to the subletting from time rent to time of the Premises or parts thereof, Lessee shall nevertheless remain liable reimburse Sublessor for its performance costs of reviewing, analyzing and processing the request for consent to assignment or subletting. In addition to its right to consent or refuse to consent to a proposed assignment Sublessor shall have the option, exercisable by written notice to Sublessee within the 30 days after Sublessee gives Sublessor written notice of its desire to assign the Sublease, to terminate this Lease on Sublease with respect to the entire Leased Premises upon a date specified in said notice to Sublessee not less than 30 days nor more than 25 days after the date of said notice and retake the Leased Premises for its part own use. If Sublessor exercises such option, Sublessee shall nonetheless have the right, exercisable by notice given to Sublessor within 30 days after Sublessor's notice of exercise is given, to withdraw the proposed assignment from consideration, in which event the exercise of Sublessor's option shall be performedof no force or effect and, including except for the payment of the rentals and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing fee provided for in general, or object to the division of the Premises into multiple or smaller spaces Subsection (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vic) above, the assignment shall be conditioned upon the following: (a) Lessee shall deemed not be in default under the to have been proposed. If Sublessor does not elect to exercise its option to terminate this Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of and consents to the assignment or sublease, said assignee or sublessee shall pay directly to Sublessor all rent or other consideration payable by the facts placing such assignee or sublessee in excess of the amount of rent or other consideration payable by Sublessee to Sublessor hereunder (whether denominated as rent or otherwise) and shall expressly assume Sublessee's obligations hereunder. As a condition to Sublessor's consent to an assignment or sublease within subletting, Sublessor shall be entitled to receive (i) in the case of a subletting, 100% of all rent (however denominated and paid) payable by the subtenant to Sublessee in excess of that payable by Sublessee to Sublessor pursuant to the other provisions of this Sublease, and (ii) in the case of an assignment, 100% of all consideration given, directly or indirectly, by the assignee to Sublessee in connection with such assignment. For purposes of this paragraph, the term “rent” shall mean and include all consideration paid or given, directly or indirectly, for the use of the Leased Premises or any changes in the address for ▇▇▇▇▇▇▇▇ and legal notices sent to Lesseeportion thereof, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lesseeterm “consideration” shall mean and include money, services, property or any other thing of value such as payment of costs, cancellation of indebtedness, discounts, rebates and Lessee hereunder shall continue the like. Any rent or other consideration which is to be obligated under passed through to Sublessor pursuant to this Lease. Any assignment or subletting paragraph shall be subject paid to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; Sublessor promptly upon receipt by Sublessee and (z) any such assignment or subletting shall be subject to all paid in cash, regardless of the termsform in which received by Sublessee. In the event any rent or other consideration received by Sublessee is in a form other than cash, covenants and conditions Sublessee shall pay to Sublessor in cash the fair value of this LeaseSublessor's portion of such consideration.

SUBLEASING AND ASSIGNMENT. The Lessee may is entitled to sublease any part of the Premises upon the Lessor's prior written consent which will not assign, mortgage, pledge, hypothecate, or encumber this Lease or sublet be unreasonably refused. From the moment of subleasing the Premises or any part thereof, nor allow any allowing other person (the agents and servants of Lessee excepted) entities to occupy or use the Premises, the Lessee will continue to be responsible for performance of all its obligations as the Lessee under this Agreement towards the Lessor. The Lessee is not entitled to assign any of its rights or obligations hereunder to any part thereof, or any right or privilege appurtenant thereto, without first obtaining Lessor’s written consent, which entity otherwise than upon prior explicit consent shall not be unreasonably withheld, conditioned or delayed; provided, however, if Lessor consents to one or more assignments of this Lease or consents to the subletting from time to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of be performed, including the payment of the rentals and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request writing. The Lessor is entitled to assign its interest rights or obligations under this Lease, including but not limited Agreement to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, entity without the consent of the Lessee. The Lessee will, while requesting the consent referred to in Clause 11.1 or 11.3 above, inform the Lessor in writing about the name and object of activities of such third party and the basic conditions of the planned agreement. The Lessee is obliged to inform the Lessor about the assignment made or a sublease agreement concluded with a third party, no later than within 3 (three) Business Days following the date of such action in the form of a written notice, accompanied by a copy of the document being the basis of such action. INSURANCe The Lessor shall insure the Building against any damages, fire and civil liability towards third parties. The cost of such insurance will be included in the Service Charges, which will be divided proportionately among all Lessees in the Building. The Lessee will not store any objects or undertake (or allow for the undertaking of) any activities in the Premises, which may result in breach of the insurance policies executed by the Lessor pursuant to Clause 12.1 above, or which might be an obstacle in the Lessor's negotiating of terms and conditions of any such insurance policies acceptable to the Lessor. If any proven activities or omissions of the Lessee result in an increase of the insurance premium payable by the Lessor in accordance with the insurance agreement, the Lessee will reimburse the Lessor the full amount of such increase within 3 (three) Business Days following receipt of the Lessor's request, to assign or otherwise transfer this Lease or sublet the bank account indicated by the Lessor in such notice. The Lessee will insure all furniture, equipment and objects brought into the Premises to (including intangible assets and legal values) against loss or damage by such risks as they are customarily insured against under a corporationproperty insurance policy, person or other entity which: (i) is including third party liability. The Lessee shall maintain all insurance policies valid throughout the entire Lease Period. The Lessee will provide the Lessor with certificates of insurance of the Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary required insurance policies. copies of Lessee; (iii) is a corporation, person or current insurance policies with certificates of premiums paid before the Commencement Date and on each anniversary thereafter upon their renewal. MISCELLANEOUS Legal costs Each Party shall bear its own legal costs related to the conclusion of this Agreement. Notices Notices will be in writing and effectively served by either Party upon the other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority if in any of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the followingfollowing manners: (a) Lessee shall not by personal delivery to the Party to be in default under the Lease beyond any applicable cure period on the effective date served or a representative of the assignment or sublease; such Party, (b) on by courier, or before (c) by registered mail, to the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or sublease, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for ▇▇following addresses: Zarządca Budynku „Zaułek Piękna” ▇▇▇▇▇▇ and legal notices sent ▇▇▇▇▇ ▇▇. z o.o. ul. Mysia 5 00-496 Warsaw [•] [•] [•] or if notified in writing at least 5 days in advance of another address for such Party, at such later address. Lessor's rights to access the Premises Upon prior notice to the Lessee, the assignee or sublessee. Upon Lessor’s requestLessor and its representatives are entitled to enter the Premises in the presence of the Lessee's representative at reasonable times previously agreed with the Lessee, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm make repairs or inspect the Premises. The Lessor declares that the repairs and inspections shall be made so as to cause the least possible nuisance to the quiet enjoyment of the Premises by the Lessee. In urgent cases resulting in the necessity of immediate action, the Lessor and/or persons acting for the Lessor will be authorized to enter the Premises without the Lessee's consent. In such cases, the Lessor will be obliged to immediately notify the Lessee of the fact of its entry into the Premises. Within 7 (seven) days from the conclusion of the Agreement, the Lessee shall provide the Lessor in writing with a name and telephone numbers of at least 2 (two) persons responsible for the Premises on the Lessee’s continued liabilityside. The Lessor shall provide the Lessee, at its request and within the term previously agreed by the Parties, with technical documentation of the Premises and equipment located in the Premises, possessed by the Lessor. Limitation of responsibility of the Lessor Except for the negligence of the Lessor, the post-transaction ownership structure Lessor’s employees, agents, representatives, contractors, subcontractors, or consultants, the Lessor shall not bear responsibility for any damages, troublesomenss or inconvenience incurred by the Lessee, its employees or customers, resulting from actions or defaults caused by another lessee or user of any other part of the Building, Project or neighbouring properties. FINAL PROVISIONS Each provision of this Agreement is binding for both the Lessor and the permitted transferee’s relationship Lessee and for their respective legal successors and assignees. Any amendment or modification of this Agreement shall be in writing, otherwise being null and void. The headings are for convenience only and do not limit or affect the interpretation of the contents. Any disputes arising out of this Agreement (except for the dispute regarding payment of an invoice, which may be brought by the Lessor to common courts in the course of simplified procedure), unless amicably settled by the Parties in good faith negotiations no later than within 14 days of starting the negotiations, will be referred to a common court competent for the registered office of the Lessor. If the Lessor's consent or declaration is required for performance of any action under this Agreement, such consent or declaration must be in writing in order to be valid. The above provision shall not apply to the matters related to the ongoing use of the Premises by the Lessee, and Lessee hereunder shall continue to be obligated under agreed on a current basis by the administrators of the Parties. This Agreement has been drawn up in two (2) counterparts in English, one (1) copy for each Party. This Agreement shall come into force upon its signing by the Lessor and the Lessee. The Enclosures hereto form an integral part of this LeaseAgreement. Any assignment or subletting shall be subject This Agreement and Enclosures hereto constitute the entire understanding between the Parties and supersede any prior agreements and arrangements between the Parties relating to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term subject matter of this Lease; and (z) any such assignment or subletting shall be subject to all of the terms, covenants and conditions of this LeaseAgreement. Lessor Ferret Sp. z o.o.: _____________________ ▇▇▇ ▇▇▇▇▇ - Attorney in Fact Lessee [•] _______________________________ [•]

SUBLEASING AND ASSIGNMENT. Lessee Lessor recognizes that Resident’s plans can and do change unexpectantly and that it may not assignbe necessary to vacate an apartment prior to or during the lease. Further, mortgageit is generally desirable to re-rent the apartment, pledge, hypothecate, or encumber this Lease or thereby reducing any financial hardship such as a move may engender. Lessor will permit Resident to sublet the Premises apartment under the following terms and conditions: (A) Resident signs a sublease form prescribed by the Lessor which grants the Lessor the right to sublease the apartment; (B) the subletting party (subleasee must complete an application and be approved by Lessor; (C) Lessor, the original resident, and the Subleasee must sign a Sublet Agreement; (D) A fee of one months rent is paid to Lessor for subleasing or any part thereofreleasing said apartment, nor allow except the Resident will only pay a $35.00 handling fee FOR A SUMMER ONLY SUBLET HANDLED ENTIRELY BY THE RESIDENT; (E) Resident shall remain liable in addition to the Subleasee for the performance of all terms and conditions of the lease. Any violation of the lease shall be the Joint and several responsibility of both the Resident and the Subleasee; (F) The security deposit of the Resident will be returned within thirty days of the end of the lease in accordance with the terms of his/her lease, except for Summer sublets, the Resident has a lease obligation after the sublet is completed; (G) Lessor assumes no responsibility for the subleasing of the apartment; (H) Lessor has no responsibility to sublease or release Resident’s apartment ahead of any other person apartment Lessor has to sublease or lease, regardless of when another apartment might become available; (I) All costs, including advertising, associated with subleasing or releasing shall be the agents and servants responsibility of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining Lessor’s written consent, which consent Resident. Lessor shall not be unreasonably withheld, conditioned responsible for cleaning or delayed; provided, however, if Lessor consents redecorating but reserves the right to one or more assignments make improvements to restore the apartment to its condition at the commencement of this Lease or consents to lease and deduct same from the subletting from time to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of be performed, including the payment of the rentals security deposit and/or invoice Resident and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee Resident agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s feespay same. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the following: (a) Lessee shall not be in default under the Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or sublease, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for ▇▇▇▇▇▇▇▇ and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, and Lessee hereunder shall continue to be obligated under this Lease. Any assignment or subletting shall be subject to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject to all of the terms, covenants and conditions of this LeaseLESSOR RESERVES THE RIGHT TO WAIVE ANY OF THE REQUIREMENTS IMPOSED BY LESSOR IN THIS ARTICLE.

SUBLEASING AND ASSIGNMENT. Lessee may not assignTenant may, mortgageupon notice to Landlord, pledge, hypothecate, or encumber this Lease or sublet the Premises sublease all or any part thereof, nor allow any other person (the agents and servants of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining Lessor’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, if Lessor consents to one or more assignments of this Lease or consents to the subletting from time to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of be performed, including the payment of the rentals and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited subject to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: 1.06 (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parentUSE). Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the following: (a) Lessee shall not be in default under the Lease beyond Tenant may sublease all or any applicable cure period on the effective date portion of the assignment Premises or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or subleaseassign this Lease to its subsidiaries, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for ▇▇▇▇▇▇▇▇ and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, and Lessee hereunder shall continue to be obligated under this Leaseaffiliates and/or independent contracted insurance agents without first notifying Landlord. Any assignment or subletting subleasing shall not release Tenant from liability under this Lease except if the creditworthiness of the proposed sub lessee or assignee is approved by Landlord to be sufficient, which approval shall not be unreasonably withheld or delayed. In order for Landlord to make such determination, Tenant shall provide Landlord, within thirty (30) days of the anticipated sublease commencement date; (i) the name and address of the proposed subtenant or assignee; ( ii) the nature of the proposed subtenant's or assignee's business; (iii) the terms of the proposed sublease or assignment and (iv) reasonable financial information so that Landlord can evaluate the proposed subtenant or assignee. If Landlord and Tenant cannot agree as to the adequacy of such sub lessee's or assignee's creditworthiness, such matter shall be subject to the following conditions: arbitration in accordance with Section 8.04 (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) ARBITRATION). Notwithstanding any such assignment or subletting shall be subject to all of the termsforegoing to the contrary, covenants and conditions Tenant may not assign this Lease or sublease any portion of the Premises if Tenant is in Default (as defined in Section 8.01.) under this LeaseLease either on the date Tenant provides Landlord with the information set forth above or, unless waived in writing by Landlord, on the proposed commencement date of such sublease or assignment.

SUBLEASING AND ASSIGNMENT. Lessor recognizes that Lessee’s plans can and do change unexpectedly and that it may be necessary to vacate an apartment prior to or during the lease. Further, it is generally desirable to re-rent the apartment, thereby reducing any financial hardship such a move may engender. The Lessee may shall not assign, mortgage, pledge, hypothecate, transfer or encumber sublet this Lease or sublet without the Premises or any part thereof, nor allow any other person (the agents and servants prior written consent of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining Lessor’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, if Lessor consents to one or more assignments of this Lease or consents to the subletting from time to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of be performed, including the payment of the rentals and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to will permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of apartment under the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the followingfollowing terms and conditions: (a) Lessee shall not be in default under signs a sublease form prescribed by the Lease beyond any applicable cure period on Lessor which grants the effective date of Lessor the assignment or subleaseright to sublease the apartment; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or subletting party (sublease) must complete an application and be approved by Lessor; (c) Lessor, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for ▇▇▇▇▇▇▇▇ and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to original Lessee, and Lessee hereunder shall continue the Sublease must sign the Sublet Agreement; (d) a fee of one month’s rent is paid to be obligated under this Lease. Any assignment Lessor for subleasing or subletting shall be subject to the following conditions: releasing said apartment; (ye) Lessee shall remain fully liable during in addition to the unexpired Term Subleasee for the performance of this Lease; and (z) any such assignment or subletting shall be subject to all of the terms, covenants terms and conditions of the lease. Any violation of the lease agreement shall be the Joint and Several responsibility of both the Lessee and the Subleasee; (f) The security deposit of the Lessee will be returned within 30 days of the end of the lease in accordance with the terms of this Leaselease, only if the original Lessee finds their own Subleasee, otherwise the security deposit is automatically forfeited in addition to section 13(d) above; (g) Lessor assumes no responsibility for the subleasing of the apartment; (h) Lessor has no responsibility to sublease or release Lessee’s apartment ahead of any other apartment Lessor has to sublease or lease, regardless of when another apartment might become available; (i) all costs, including advertising, associated with subleasing or releasing shall be the sole responsibility of the Lessee. Lessor shall not be responsible for cleaning or redecorating but reserves the right to make improvements to restore the apartment to its condition at the commencement of the lease agreement and deduct the same from the security deposit and/or invoice Lessee and Lessee agrees to pay same. LESSOR RESERVES THE RIGHT TO WAIVE ANY OF THE REQUIREMENTS IMPOSED BY LESSOR IN THIS ARTICLE.

SUBLEASING AND ASSIGNMENT. Lessee may Tenant shall not by operation of law or otherwise have the right to assign, hypothecate, mortgage, pledge, hypothecateencumber or convey this lease or any interest in or under it, or encumber this Lease to sublet, or sublet the Premises or any part thereof, nor allow otherwise permit occupancy by any other person (or entity of all or any portion of the agents and servants Premises during the initial Term hereof. Tenant shall not by operation of Lessee excepted) law or otherwise have the right to occupy or use the Premisessublet, or otherwise permit occupancy by any part thereof, other person or entity of all or any right or privilege appurtenant thereto, portion of the Premises during the Extension Period (as defined in Article 26 hereunder) without first obtaining Lessor’s the express written consentconsent of the Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, if Lessor consents . For the purposes of this section any transfer of stock in a corporate tenant or any transfer of an interest in a partnership tenant in which a transfer of control of the corporation or partnership is effected shall not be deemed to one or more assignments be an assignment of this Lease requiring the prior written consent of Landlord. Any document purporting to sublet the Premises or consents assign Tenant's interest in this Lease shall be of no force or effect unless the same shall bear the written consent of Landlord. No subtenant or assignee shall use the Premises for any purpose other than the Permitted Use. No permitted sublease or assignment shall in any way release Tenant from Tenant's primary liability under this Lease. If Tenant desires the consent of Landlord to sublease or assign during the Extension Period, at least thirty (30) but no more than one hundred twenty (120) days prior to the subletting from time date on which Tenant desires the assignment or sublease to time be effective (the "Transfer Date"), Tenant must submit the proposed sublease or assignment to Landlord for Landlord's approval, together with the following documents: (a) a detailed description of the portion of the Premises proposed to be sublet (which must be a single, self-contained unit) (the "Space"); (b) complete copies of the financial statements of the subtenant or parts thereof, Lessee shall nevertheless remain liable for its performance assignee made available to Tenant with an authorization to verify the same; (c) a declaration by the subtenant or assignee as to the type of this Lease on its part business to be carried out; (d) proof of be performed, including the payment of all leasing commissions, if applicable; and (e) executed lease estoppel certificates from Tenant and the rentals and other charges assumed by Lessee hereunderproposed subtenant or assignee in the Building standard form. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee If Tenant is permitted to sublease portions at a base rent in excess of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in generalprovided for herein, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request Tenant is permitted to assign its interest under in this LeaseLease for any consideration whatsoever, such excess or such consideration (net of any subletting or assignment costs, including but not limited commissions, paid by Tenant and approved in writing by Landlord in connection with such permission to reasonable attorney’s feessublease or assign) shall be paid by Tenant to Landlord as received. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee Tenant shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially pay all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoingLandlord's out-of-pocket costs and expenses, the permitted assignments described in subsections (i) through (vi) aboveincluding reasonable attorneys' fees, shall be conditioned upon the following: (a) Lessee shall not be in default under the Lease beyond relating to any applicable cure period on the effective date of the such proposed assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or sublease, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for ▇▇▇▇▇▇▇▇ and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, and Lessee hereunder shall continue to be obligated under this Lease. Any assignment or subletting shall be subject to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject to all of the terms, covenants and conditions of this Leasesubletting.

SUBLEASING AND ASSIGNMENT. Lessee Tenant may not assign, mortgage, pledge, hypothecate, sublet all or encumber a portion of the Demised Premises or assign this Lease or sublet the Premises or any part thereof, nor allow any other person (the agents and servants of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining Lessorwith Owner’s prior written consent, consent which consent shall not be unreasonably withheld, conditioned provided that: (a) Tenant shall furnish Owner with the name and business address of the proposed subtenant or delayed; providedassignee, howevera counterpart of the proposed sublease or assignment agreement, if Lessor consents and satisfactory information with respect to one the nature and character of the business of the proposed subtenant or more assignments assignee, together with current financial information and references reasonably satisfactory to Owner. (b) In the reasonable judgment of Owner the proposed subtenant or assignee is financially responsible with respect to its proposed obligations under the proposed agreement and is of a character engaged in a business which is in keeping with the standards of the Building and the floor or floors in which the Demised Premises are located. (c) An executed duplicate original in a form satisfactory to Owner for review by Owner’s counsel of such sublease or assignment agreement shall be delivered to Owner at least five (5) days prior to the effective date thereof. In the event of any assignment, Tenant will deliver to Owner at least five (5) days prior to the effective date thereof, an assumption agreement wherein the assignee agrees to assume all of the terms, covenants and conditions of this Lease or consents to the subletting from time to time of the Premises or parts thereof, Lessee be performed by Tenant hereunder and which provides that Tenant named herein and such assignee shall nevertheless remain liable for its performance of this Lease on its part of be performed, including the payment of the rentals and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the following: (a) Lessee shall not be in default under the Lease beyond any applicable cure period on after the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or sublease, the facts placing such assignment or sublease within be jointly and severally liable for the provisions performance of this paragraph, and any changes in the address for ▇▇▇▇▇▇▇▇ and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, and Lessee hereunder shall continue to be obligated under this Lease. Any assignment or subletting shall be subject to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject to all of the terms, covenants and conditions of this Lease. (d) Tenant, at Tenant’s expense, shall provide and permit reasonably appropriate means of ingress to and egress from space sublet by Tenant. (e) Except for any subletting or assignment by Tenant to Owner, each subletting or assignment shall be subject to all the covenants, agreements, terms, provisions and conditions contained in this Lease. (f) Tenant covenants and agrees that notwithstanding any subletting or assignment to Owner, or to any other subtenant or assignee, and/or acceptance of Rent or Additional Rent by Owner from any subtenant or assignee, Tenant shall and will remain fully liable for the payment of the annual Rent and Additional Rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of the Tenant to be performed. (g) Tenant further agrees that it shall not at any time publicly advertise at a rental rate less than the Fixed annual Rent plus any Additional Rent then payable hereunder, for assignment or sublease of all of the space demised herein, or for sublease of any portion of the space demised herein, but nothing herein contained shall be deemed to be Owner’s consent to any assignment or subletting. (h) Notwithstanding anything contained herein to the contrary, Tenant shall have no right to assign this Lease or to sublet the whole of the Demised Premises prior to or during the initial six (6) months following the Commencement Date hereof. (i) Tenant shall have no right to assign this Lease or sublet the whole or any part of the Demised Premises to any party who is dealing with or has dealt with Owner or Owner’s agent with respect to space then still available for rent in the Building within the 12 months immediately preceding Owner’s receipt of Tenant’s notice pursuant to item II of this Article. (j) Such subletting or assignment shall not cause Owner any cost. (k) Tenant shall have complied and shall comply with each of the provisions in this Article and Owner shall not have made any election as provided in item II hereof. If Tenant shall desire to sublet all or a portion of the Demised Premises or to assign this Lease, Tenant shall send to Owner a written notice by registered or certified mail at least ninety (90) days prior to the date such assignment or subletting is to commence stating (w) that the intention is to assign the Lease, (x) the portion of the premises that the Tenant desires to sublet, and if the portion intended to be sublet shall be less than the entire Demised Premises and other than an entire floor or multiple thereof, such notice shall be accompanied by a reasonably accurate floor plan of the premises to be sublet, (y) the term of such proposed subletting and (z) the proposed commencement date of such subletting or assignment. (a) If Tenant desires to sublet all of the Demised Premises or to assign this Lease, then within sixty (60) days after receipt of the aforesaid notice Owner may notify Tenant that Owner elects (1) to cancel this Lease, in which event such cancellation shall become effective on the date set forth pursuant to (z) above and this Lease shall thereupon terminate on said date with the same force and effect as if said date were the expiration date of this Lease: or (2) to require Tenant to assign this Lease to Owner effective from the date set forth pursuant to (z) above. In either event Tenant shall be obligated to surrender possession of the Demised Premises in the same condition as Tenant is obliged to surrender possession at the end of the term as provided in this Lease. Such assignment to Owner shall provide that the parties to such assignment expressly negate any intention that any estate created under such assignment be merged with any other estate held by either of said parties. (b) If Tenant desires to sublet less than all of the Demised Premises then within sixty (60) days after receipt of the aforesaid notice, Owner may notify Tenant that Owner elects to require Tenant to sublease to Owner as subtenant of Tenant, the portion of the Demised Premises that Tenant had specified in its notice to Owner, for the term, and from the commencement date specified in said notice. The annual Rent and Additional Rent which Owner shall pay to Tenant shall be a pro rata apportionment of the annual Rent and Additional Rent payable hereunder, and it is hereby expressly agreed that such sublease to Owner shall be upon all the covenants, agreements, terms, provisions and conditions contained in this Lease except for such thereof which are inapplicable, and such sublease shall give Owner the unqualified and unrestricted right without Tenant’s permission to assign such sublease or any interest therein and/or to sublet the space covered by such sublease or any part or parts of such space and to make or cause to have made or permit to be made any and all changes, alterations, decorations, additions, and improvements in the space covered by such sublease, and that such may be removed, in whole or part, at Owner’s option, prior to or upon the expiration or other termination of such sublease, provided that any damages or injury caused by such removal shall be repaired. Such sublease to Owner shall also provide that the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties. (c) Tenant covenants and agrees that any such assignment or subletting to Owner or further assignment or subletting by Owner or Owner’s assignee or sublessee may be for any purpose or purposes that Owner, in Owner’s uncontrolled discretion, shall deem suitable or appropriate. (d) If Owner should fail to exercise any of the elections granted to it pursuant to the provisions of sub-paragraphs “(a)” or “(b)” of Item II of this Article and if Tenant should sublet all or a portion of the Demised Premises for a rental in excess of the sum of annual Rent stipulated herein and Additional Rent arising hereunder, then Tenant shall pay to Owner as Additional Rent 50% of such excess amount. In computing such excess amount appropriate pro-rata adjustments shall be made with respect to a subletting of less than all of the Demised Premises. (e) Tenant hereby waives any claim against Owner for money damages which it may have based upon any assertion that Owner has unreasonably withheld or unreasonably delayed any consent to an assignment or a subletting pursuant to this Article. Tenant agrees that its sole remedy shall be an action or proceeding to enforce such provision or for specific performance. (f) For the purposes of this Article, assignment and subletting shall include any sale, exchange or disposition of more than fifty percent (50%) of seller’s shares, partnership or ownership interests or any change of more than fifty percent (50%) of ownership, if Tenant is not an individual. (g) If this Lease is assigned, sublet or if the Demised Premises or any part thereof be underlet or occupied by any party other than Tenant without Owner’s written permission, Owner may, in addition to any other remedy provided to Owner under this Lease or by law, after default by Tenant, collect Rent from the assignee, sublessee, undertenant or occupant, and apply the net amount collected to the Rent herein reserved. No assignment, subletting, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, sublessee, undertenant or occupant as Tenant, or a release of Tenant from the further performance by or enforcement upon Tenant of covenants herein contained, and shall not prevent Owner from commencing an action or proceeding to terminate the prime Tenant’s Lease and evict the prime Tenant from the subject premises. Such a termination and eviction action or proceeding shall be based upon the illegal assignment, subletting or occupancy by someone other than the Tenant. The acceptance of Rent or other payments to Owner from the assignee, sublessee, undertenant or occupant shall not in any way be construed to relieve Tenant from obtaining the express written consent of Owner for such assignment, sublet or underletting and shall in no way be construed as acceptance and/or acknowledgment of such action or person, nor shall it confer any rights upon such person. (h) Notwithstanding anything herein to the contrary contained in this Article or in this Lease, Tenant expressly acknowledges and agrees that any proposed subleases to different individuals and/or entities for portions of the Demised Premises, which portions together would constitute the entirety of the Demised Premises shall not be considered a request to sublet the entire Demised Premises and that Owner shall, for each such proposed sublease, have all the rights and remedies provided for in this Lease. By way of example, but in no way limiting any of Owner’s rights hereunder, should Tenant propose to sublease a portion of the Demised Premises to an individual or entity (Sublease #1) and should Tenant, simultaneously or shortly thereafter, propose to sublease the remainder of the Demised Premises to Owner (Sublease #2), then, with respect to Sublease #1 and Sublease #2, Owner shall have the right to (i) cancel this Lease in accordance with II(a)(1) hereof; (ii) notify Tenant, in accordance with II(b), of Owner’s election to require Tenant to sublease either or both of the portions of the Demised Premises desired to be sublet under Sublease #1 or Sublease #2 to Owner; or (iii) approve one of the proposed subleases without any obligation to approve the other sublease. (i) In the event of such subletting or assignment, Tenant shall pay to Owner Five Hundred Dollars ($500.00) as a fee for same, as well as all reasonable attorneys costs. If this Lease is assigned and Owner consents to such assignment, Tenant covenants and agrees that the term, covenants and conditions of this Lease may be changed, altered or modified in any manner whatsoever by Owner and the assignee without prior written consent of Tenant, that no such change, alteration or modification shall release Tenant from the performance by it of any of the terms, covenant and conditions on its part to be performed under this Lease. Any such change, alteration or modification which would have the effect of increasing or enlarging Tenant’s obligations or liabilities under this Lease shall not, to the extent only such increase or enlargement, be binding upon Tenant.

SUBLEASING AND ASSIGNMENT. Lessee and any approved assignee or approved subtenant may not assignassign their rights under this lease or the applicable sublease, mortgage, pledge, hypothecate, or encumber this Lease or sublet the Premises whole or any part thereof, nor allow any other person (the agents and servants of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining the prior written consent of Lessor’s written consent, which consent approval shall not be unreasonably withheld. Even if Lessor's consent is given, conditioned no subletting or delayed; provided, however, if Lessor consents assignment shall release Lessee from any obligation pursuant to one this lease or more assignments alter the primary liability and obligation of this Lease or consents Lessee to pay the subletting from time rent and to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of perform all other obligations to be performed, including the payment of the rentals and other charges assumed performed by Lessee hereunder. Acceptance of rent by Lessor understands from an assignee or subtenant who has not been approved by Lessor shall not waive the default created by failure to obtain Lessor's consent. As a condition of approving any proposed assignee or subtenant, Lessor may require such financial and agrees that Lessee may request other information concerning the Lessor to consent to Lessee’s proposed subleasing assignee or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and subtenant that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in general, or object to the division deems appropriate. Approval of the Premises into multiple or smaller spaces (except that Lessor may object if the a proposed subleasing sublease or assignment will require that in any floor one instance shall not affect Lessor's right to approve all subsequent assignments and subleases. Lessor shall be furnished with a duplicate executed original of the Premises be divided into more than four (4) separate premises), ratherall subleases and assignments. If Lessee requests Lessor's consent of an assignment of Lessee's interest in this lease, Lessor must have other reasonable grounds for may, at its disapproval of such request. Lessee agrees option, elect to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under terminate this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) lease as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the following: (a) Lessee shall not be in default under the Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or proposed assignment. If Lessee requests Lessor's consent to a sublease, Lessor may, at its option, elect to terminate this lease as of the facts placing such assignment or effective date of the proposed sublease within as to the provisions portion of this paragraphthe Premises which Lessee desires to sublease, and any changes in if such option to terminate is elected by Lessor, rent under this lease shall be adjusted as of the address for ▇▇▇▇▇▇▇▇ and legal notices sent to Lessee, effective date of the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, partial termination and Lessee hereunder shall continue pay as additional rent on demand the cost of any demising walls required to be obligated under separate the space as to which this Lease. Any assignment or subletting shall be subject to lease has been terminated from the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject to all remainder of the terms, covenants and conditions of this LeasePremises.

SUBLEASING AND ASSIGNMENT. Lessee may (a) Sublessee (including without limitation any permitted subsequent assignee or sublessee) shall not sell, assign, mortgage, pledge, hypothecate, pledge or encumber otherwise transfer this Lease Sublease, or any interest therein, either voluntarily, involuntarily, or by operation of law, and shall not sublet the Premises or any part thereof, nor allow any other person (the agents and servants of Lessee excepted) to occupy or use the Leased Premises, or any part thereof, or any right or privilege appurtenant thereto, for any reason whatsoever, or permit the occupancy thereof by any person, persons, or entity through or under it, or grant a security interest in Sublessee's interest in the Leased Premises or this Sublease or any fixtures located on the Leased Premises, without the prior written consent of Sublessor first obtaining Lessor’s written consenthad and obtained, which may be given or withheld in the Sublessor's sole and absolute discretion. For the purpose of this Section, any dissolution, merger, consolidation or other reorganization of Sublessee, or any change or changes in the stock ownership of Sublessee, if Sublessee is a corporation, which aggregates forty percent (40%) or more of the capital stock of Sublessee shall be deemed to be an assignment of this Sublease. Sublessee shall not mortgage, hypothecate or encumber this Sublease. Sublessor's consent to one assignment, subletting, occupancy, or use by any other person, entity or entities shall not relieve Sublessee from any obligation under this Sublease and shall not be unreasonably withhelddeemed to be a consent to any subsequent assignment, conditioned subletting, occupancy or delayed; provideduse. Any assignment, howeverhypothecation, if Lessor consents pledge, subletting, occupancy or use without Sublessor's written consent shall be void and shall, at the option of the Sublessor, terminate this Sublease. (b) Should this Sublease be assigned, or should the Leased Premises or any part thereof be sublet or occupied by any person or persons other than the original Sublessee hereunder, Sublessor may collect rent from the assignee, sublessee or occupant and apply the net amount collected to one the rent herein reserved, but no such assignment, subletting, occupancy or more assignments collection of rent shall be deemed a consent to such assignment, subletting or occupancy or a waiver of any term of this Lease Sublease, nor shall it be deemed acceptance of the assignee, sublessee or consents occupant as a tenant, or a release of Sublessee from the full performance by Sublessee of all the terms, provisions, conditions and covenants of this Sublease. (c) In the event Sublessee wishes to assign this Sublease or sublet or allow the use of the Leased Premises or any part thereof, Sublessee shall give Sublessor not less than ninety (90) days written notice thereof and shall, in such notice, provide the name of the proposed assignee or sublessee, its proposed use of the Leased Premises, its background, such financial and credit information as Sublessor may require to determine the business experience, financial stability and creditworthiness of the proposed assignee or sublessee, and such additional information as Sublessor may request. Sublessee shall also pay Sublessor a one-time administrative fee of $1,000 to reimburse Sublessor for its costs of reviewing, analyzing and processing the request for consent to assignment or subletting. (d) In addition to its right to consent or refuse to consent to a proposed assignment Sublessor shall have the option, exercisable by written notice to Sublessee within the sixty (60) days after Sublessee gives Sublessor written notice of its desire to assign the Sublease, to terminate this Sublease with respect to the subletting from time entire Leased Premises upon a date specified in said notice to time Sublessee not less than ninety (90) days nor more than three hundred sixty (360) days after the date of said notice and retake the Leased Premises or parts thereof, Lessee shall nevertheless remain liable for its performance own use and/or for leasing for its own account. If Sublessor exercises such option, Sublessee shall nonetheless have the right, exercisable by notice given to Sublessor within twenty (20) days after Sublessor's notice of this Lease on its part exercise is given, to withdraw the proposed assignment from consideration, in which event the exercise of Sublessor's option shall be performedof no force or effect and, including except for the payment of the rentals and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing fee provided for in general, or object to the division of the Premises into multiple or smaller spaces Subsection (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vic) above, the assignment shall be conditioned upon the following: (a) Lessee shall deemed not be in default under the to have been proposed. If Sublessor does not elect to exercise its option to terminate this Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of and consents to the assignment or sublease, said assignee or sublessee shall pay directly to Sublessor all rent or other consideration payable by the facts placing such assignee or sublessee in excess of the amount of rent or other consideration payable by Sublessee to Sublessor hereunder (whether denominated as rent or otherwise) and shall expressly assume Sublessee's obligations hereunder. (e) As a condition to Sublessor's consent to an assignment or sublease within subletting, Sublessor shall be entitled to receive (i) in the case of a subletting, one hundred percent (100%) of all rent (however denominated and paid) payable by the subtenant to Sublessee in excess of that payable by Sublessee to Sublessor pursuant to the other provisions of this Sublease, and (ii) in the case of an assignment, one hundred percent (100%) of all consideration given, directly or indirectly, by the assignee to Sublessee in connection with such assignment. For purposes of this paragraph, the term "rent" shall mean and include all consideration paid or given, directly or indirectly, for the use of the Leased Premises or any changes in the address for ▇▇▇▇▇▇▇▇ and legal notices sent to Lesseeportion thereof, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lesseeterm "consideration" shall mean and include money, services, property or any other thing of value such as payment of costs, cancellation of indebtedness, discounts, rebates and Lessee hereunder shall continue the like. Any rent or other consideration which is to be obligated under passed through to Sublessor pursuant to this Lease. Any assignment or subletting paragraph shall be subject paid to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; Sublessor promptly upon receipt by Sublessee and (z) any such assignment or subletting shall be subject to all paid in cash, regardless of the termsform in which received by Sublessee. In the event any rent or other consideration received by Sublessee is in a form other than cash, covenants and conditions Sublessee shall pay to Sublessor in cash the fair value of this LeaseSublessor's portion of such consideration.

SUBLEASING AND ASSIGNMENT. Lessee may Sublessee shall not sell, assign, mortgage, pledge, hypothecate, pledge or encumber otherwise transfer this Lease Sublease, or any interest therein, either voluntarily, involuntarily, or by operation of law, and shall not sublet the Premises or any part thereof, nor allow any other person (the agents and servants of Lessee excepted) to occupy or use the Leased Premises, or any part thereof, or any right or privilege appurtenant thereto, for any reason whatsoever, or permit the occupancy thereof by any person, persons, or entity through or under it, or grant a security interest in Sublessee's interest in the Leased Premises or this Sublease or any fixtures located on the Leased Premises, without the prior written consent of Sublessor first obtaining Lessor’s written consenthad and obtained, which may be given or withheld in the Sublessor’s sole and absolute discretion. For the purpose of this Section, any dissolution, merger, consolidation or other reorganization of Sublessee, or any change or changes in the stock ownership of Sublessee, which aggregates [%] or more of the capital stock of Sublessee shall be deemed to be an assignment of this Sublease. Sublessee shall not mortgage, hypothecate or encumber this Sublease. Sublessor's consent to one assignment, subletting, occupancy, or use by any other person, entity or entities shall not relieve Sublessee from any obligation under this Sublease and shall not be unreasonably withhelddeemed to be a consent to any subsequent assignment, conditioned subletting, occupancy or delayed; provideduse. Any assignment, howeverpledge, if Lessor consents subletting, occupancy or use without Sublessor's written consent shall be void and shall, at the option of the Sublessor, terminate this Sublease. Should this Sublease be assigned, or should the Leased Premises or any part thereof be sublet or occupied by any person or persons other than the original Sublessee hereunder, Sublessor may collect rent from the assignee, sublessee or occupant and apply the net amount collected to one the rent herein reserved, but no such assignment, subletting, occupancy or more assignments collection of rent shall be deemed a consent to such assignment, subletting or occupancy or a waiver of any term of this Lease Sublease, nor shall it be deemed acceptance of the assignee, sublessee or consents occupant as a tenant, or a release of Sublessee from the full performance by Sublessee of all the terms, provisions, conditions and covenants of this Sublease. In the event Sublessee wishes to assign this Sublease or sublet or allow the use of the Leased Premises or any part thereof, Sublessee shall give Sublessor not less than days written notice thereof and shall, in such notice, provide the name of the proposed assignee or sublessee, its proposed use of the Leased Premises, its background, such financial and credit information as Sublessor may require to determine the business experience, financial stability and creditworthiness of the proposed assignee or sublessee, and such additional information as Sublessor may request. Sublessee shall also pay Sublessor a one-time administrative fee of to reimburse Sublessor for its costs of reviewing, analyzing and processing the request for consent to assignment or subletting. In addition to its right to consent or refuse to consent to a proposed assignment Sublessor shall have the option, exercisable by written notice to Sublessee within the days after Sublessee gives Sublessor written notice of its desire to assign the Sublease, to terminate this Sublease with respect to the subletting from time entire Leased Premises upon a date specified in said notice to time Sublessee not less than [NUMBER] days nor more than days after the date of said notice and retake the Leased Premises or parts thereof, Lessee shall nevertheless remain liable for its performance own use. If Sublessor exercises such option, Sublessee shall nonetheless have the right, exercisable by notice given to Sublessor within days after Sublessor's notice of this Lease on its part exercise is given, to withdraw the proposed assignment from consideration, in which event the exercise of Sublessor's option shall be performedof no force or effect and, including except for the payment of the rentals and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing fee provided for in general, or object to the division of the Premises into multiple or smaller spaces Subsection (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vic) above, the assignment shall be conditioned upon the following: (a) Lessee shall deemed not be in default under the to have been proposed. If Sublessor does not elect to exercise its option to terminate this Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of and consents to the assignment or sublease, said assignee or sublessee shall pay directly to Sublessor all rent or other consideration payable by the facts placing such assignee or sublessee in excess of the amount of rent or other consideration payable by Sublessee to Sublessor hereunder (whether denominated as rent or otherwise) and shall expressly assume Sublessee's obligations hereunder. As a condition to Sublessor's consent to an assignment or sublease within subletting, Sublessor shall be entitled to receive (i) in the case of a subletting, [%] of all rent (however denominated and paid) payable by the subtenant to Sublessee in excess of that payable by Sublessee to Sublessor pursuant to the other provisions of this Sublease, and (ii) in the case of an assignment, [%] of all consideration given, directly or indirectly, by the assignee to Sublessee in connection with such assignment. For purposes of this paragraph, the term “rent” shall mean and include all consideration paid or given, directly or indirectly, for the use of the Leased Premises or any changes in the address for ▇▇▇▇▇▇▇▇ and legal notices sent to Lesseeportion thereof, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lesseeterm “consideration” shall mean and include money, services, property or any other thing of value such as payment of costs, cancellation of indebtedness, discounts, rebates and Lessee hereunder shall continue the like. Any rent or other consideration which is to be obligated under passed through to Sublessor pursuant to this Lease. Any assignment or subletting paragraph shall be subject paid to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; Sublessor promptly upon receipt by Sublessee and (z) any such assignment or subletting shall be subject to all paid in cash, regardless of the termsform in which received by Sublessee. In the event any rent or other consideration received by Sublessee is in a form other than cash, covenants and conditions Sublessee shall pay to Sublessor in cash the fair value of this LeaseSublessor's portion of such consideration.

SUBLEASING AND ASSIGNMENT. Lessee may Subtenant shall not assign, mortgage, pledge, hypothecate, sublease all or encumber this Lease or sublet ------------------------- any portion of the Premises or any part thereof, nor allow any other person (the agents and servants of Lessee excepted) to occupy or use the Subleased Premises, or any part thereofpermit them to be used or occupied by others, or any right assign its rights under this Sublease or privilege appurtenant theretoits rights with regard to the Subleased Premises, without first obtaining Lessor’s the prior written consent of Sublandlord, which consent, which consent subject to the provisions hereinafter provided, shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, if Lessor consents . It is agreed that it shall be reasonable for Sublandlord to one or more assignments of this Lease or consents to the subletting from time to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of be performed, including the payment of the rentals and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on to any such sublease, use, occupancy or assignment if Subtenant has been unable to obtain the basis that Lessor objects to assignment or subleasing in general, or object Landlord's consent to the division same. The transfer of a majority of the Premises into multiple issued and outstanding capital stock of Subtenant (if Subtenant is a corporation) or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor transfer of a majority of the Premises total legal or beneficial interests in any other entity, constituting Subtenant, in a single transaction or in a series of related transactions, shall be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision deemed an assignment of this Section 9.2 Sublease requiring Sublandlord's consent. Any act made in violation of the foregoing provisions of this paragraph shall be null, void and of no force or Section 9.3 effect. Except as otherwise provided in this Sublease to the contrary, and notwithstanding anything to the contrary contained in any assignment of this LeaseSublease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority subletting of the capital stock or a controlling ownership interest; (iv) as a result of a consolidationSubleased Premises, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the following: (a) Lessee shall not be in default under the Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or sublease, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for ▇▇▇▇▇▇▇▇ and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, and Lessee hereunder shall continue to be obligated under this Lease. Any assignment or subletting shall be subject to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject to all of the terms, covenants same terms and conditions as an assignment of the Lease or subletting of the Premises, and Subtenant shall comply with all of the provisions of Article "18" of the Lease, as if Subtenant were the tenant under the Lease and Sublandlord were Landlord and Sublandlord shall have all of the same rights and options that Landlord has under Article "18" of the Lease with respect to any assignment or subletting or proposed assignment or subletting except that where "fifty (50%) percent" appears in Section 18.13 of the Lease it shall be deemed deleted and replaced with "one hundred (100%) percent" for the purpose of this LeaseArticle "9" of this Sublease. Subject to Subtenant's compliance

SUBLEASING AND ASSIGNMENT. Lessee Lessor recognizes that Resident’s plans can and do change unexpectantly and that it may not assignbe necessary to vacate an apartment prior to or during the lease. Further, mortgageit is generally desirable to re-rent the apartment, pledge, hypothecate, or encumber this Lease or thereby reducing any financial hardship such as a move may engender. Lessor will permit Resident to sublet the Premises apartment under the following terms and conditions: (A) Resident signs a sublease form prescribed by the Lessor which grants the Lessor the right to sublease the apartment; (B) the subletting party (subleasee must complete an application and be approved by Lessor; (C) Lessor, the original resident, and the Subleasee must sign a Sublet Agreement; (D) A fee of one months rent is paid to Lessor for subleasing or any part thereofreleasing said apartment, nor allow except the Resident will only pay a $35.00 handling fee FOR A SUMMER ONLY SUBLET HANDLED ENTIRELY BY THE RESIDENT; (E) Resident shall remain liable in addition to the Subleasee for the performance of all terms and conditions of the lease. Any violation of the lease shall be the Joint and several responsibility of both the Resident and the Subleasee; (F) The security deposit of the Resident will be returned within thirty days of the end of the lease in accordance with the terms of his/her lease, except for Summer sublets, the Resident has a lease obligation after the sublet is completed; (G) Lessor assumes no responsibility for the subleasing of the apartment; (H) Lessor has no responsibility to sublease or release Resident’s apartment ahead of any other person apartment Lessor has to sublease or lease, regardless of when another apartment might become available; (I) All costs, including advertising, associated with subleasing or releasing shall be the agents and servants responsibility of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining Lessor’s written consent, which consent Resident. Lessor shall not be unreasonably withheld, conditioned responsible for cleaning or delayed; provided, however, if Lessor consents redecorating but reserves the right to one or more assignments make improvements to restore the apartment to its condition at the commencement of this Lease or consents to lease and deduct same from the subletting from time to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of be performed, including the payment of the rentals security deposit and/or invoice Resident and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee Resident agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the following: (a) Lessee shall not be in default under the Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or sublease, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for ▇▇pay same LESSOR RESERVES THE RIGHT TO WAIVE ANY OF THE REQUIREMENTS IMPOSED BY ▇▇▇▇▇▇ and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, and Lessee hereunder shall continue to be obligated under this Lease. Any assignment or subletting shall be subject to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject to all of the terms, covenants and conditions of this LeaseIN THIS ARTICLE.

SUBLEASING AND ASSIGNMENT. Lessee and any approved assignee or approved subtenant may not assignassign their rights under this lease or the applicable sublease, mortgage, pledge, hypothecate, or encumber this Lease or sublet the Premises whole or any part thereof, nor allow any other person (the agents and servants of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining the prior written consent of Lessor’s written consent, which consent approval shall not be unreasonably withheld. Even if Lessor’s consent is given, conditioned no subletting or delayed; provided, however, if Lessor consents assignment shall release Lessee from any obligation pursuant to one this lease or more assignments alter the primary liability and obligation of this Lease or consents Lessee to pay the subletting from time rent and to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of perform all other obligations to be performed, including the payment of the rentals and other charges assumed performed by Lessee hereunder. Acceptance of rent by Lessor understands from an assignee or subtenant who has not been approved by Lessor shall not waive the default created by failure to obtain Lessor’s consent. As a condition of approving any proposed assignee or subtenant, Lessor may require such financial and agrees other information concerning the proposed assignee or subtenant that Lessor deems appropriate. Approval of a proposed sublease or assignment in any one instance shall not affect Lessor’s right to approve all subsequent assignments and subleases. Lessor shall be furnished with a duplicate executed original of all subleases and assignments. If Lessee may request the Lessor to requests Lessor’s consent to of an assignment of Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing interest in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), ratherthis lease, Lessor must have other reasonable grounds for may, at its disapproval of such request. Lessee agrees option, elect to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under terminate this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) lease as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the following: (a) Lessee shall not be in default under the Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or proposed assignment. If Lessee requests Lessor’s consent to a sublease, Lessor may, at its option, elect to terminate this lease as of the facts placing such assignment or effective date of the proposed sublease within as to the provisions portion of this paragraphthe Premises which Lessee desires to sublease, and any changes in if such option to terminate is elected by Lessor, rent under this lease shall be adjusted as of the address for ▇▇▇▇▇▇▇▇ and legal notices sent to Lessee, effective date of the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, partial termination and Lessee hereunder shall continue pay as additional rent on demand the cost of any demising walls required to be obligated under separate the space as to which this Lease. Any assignment or subletting shall be subject to lease has been terminated from the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject to all remainder of the terms, covenants and conditions of this LeasePremises.

SUBLEASING AND ASSIGNMENT. Lessee may not assign(a) Except as expressly provided herein, mortgage, pledge, hypothecate, or encumber this Lease or sublet the Premises or any part thereof, nor allow any other person (the agents Subtenant covenants and servants of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant theretoagrees that, without first obtaining Lessor’s the written consentconsent of Sublandlord, which consent shall will not be unreasonably withheld, conditioned or delayed; provided, howeverdelayed (and, if Lessor consents to one required under the ▇▇▇▇▇▇▇▇▇, that of Overlandlord), whether voluntarily, involuntarily, by operation of law or more assignments ​ ​ otherwise, neither this Sublease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Subleased Premises nor any part thereof will be encumbered in any manner by reason of this Lease any act or consents to omission on the subletting from time to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of be performed, including the payment of the rentals and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in generalSubtenant, or object used or occupied or permitted to the division of the Premises into multiple be used or smaller spaces (except that Lessor may object if the proposed subleasing occupied, or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurreduse or purpose other than the use described above, if anyor be sub-sublet (which term, by Lessor without limitation, shall include granting of concessions, licenses and the like) in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s feeswhole or in part. Notwithstanding any provision The provisions of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, 23 shall be conditioned upon the following: (a) Lessee shall not in addition to any other or additional material or information that may be in default required under the Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or sublease, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for ▇▇▇▇▇▇▇▇▇ (which material and information Sublandlord may also consider in granting or withholding consent). (b) Unless the stock of Subtenant shall be publicly traded on a national exchange regulated by the United States Securities and Exchange Commission, the provisions of paragraph (a) of this Section 23 shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests, or other evidences of ownership of Subtenant, as if such transfer were an assignment of this Sublease. Such provisions shall not, however, apply to, and in no event shall Sublandlord’s approval be required for, (X) any sub-sublease of the Subleased Premises to a Subsidiary, Affiliate or parent of Subtenant (as such terms are defined in the Exhibit E to the ▇▇▇▇▇▇▇▇▇) or (Y) any assignment of this Sublease on connection with any transactions with an entity into or with which Subtenant is merged or consolidated or to which substantially all of Subtenant’s assets are transferred ((X) and (Y) collectively, “Permitted Transfers”), provided that (i) in the case of merger, consolidation or sale of Subtenant, the successor to Subtenant has a tangible net worth and financial condition (computed in accordance with generally accepted accounting principles) reasonably acceptable to Sublandlord in light of the then obligations and liabilities of Subtenant hereunder, but in no event will the tangible net worth of any such successor be less than that of Subtenant as of the Commencement Date; (ii) in the case of merger, consolidation or sale of Subtenant, written proof reasonably satisfactory to Sublandlord of such net worth and financial condition shall have been delivered to Sublandlord no less than ten (10) business days prior to the effective date of any such transaction (subject to any confidentiality and/or legal notices sent restrictions as to Lesseethe timing of such notice); (iii) Sublandlord shall have obtained the written consent of the Prime Sublandlord under the ▇▇▇▇▇▇▇▇▇, if and to the extent required thereunder; and (iv) in any of such events, prior to the effective date of any such transaction, the assignee, successor or Subtenant agrees directly with Sublandlord, by written instrument in form reasonably satisfactory to Sublandlord, to be bound by all the obligations of Subtenant hereunder including, without limitation, the covenant against further assignment or subletting. (c) No assignment or sub-subletting hereunder shall relieve Subtenant from any of its obligations hereunder and Subtenant shall remain fully and primarily liable therefor. No permitted assignment, subletting, or occupancy hereunder shall affect or alter the Permitted Uses. Any sub-subletting or assignment of any portion of Subtenant’s right, title or interest in and to this Sublease which is in violation of this Section 23 shall be null and void and of no force or effect, and shall constitute a default hereunder. If any sub-sublease or assignment or other transfer hereunder results in the imposition of any costs or charges (including without limitation any Occupancy Rental under Exhibit E to the ▇▇▇▇▇▇▇▇▇) on Sublandlord under the ▇▇▇▇▇▇▇▇▇, Subtenant shall be solely responsible therefor. ​ ​ (d) Without limiting the foregoing standard, Sublandlord shall not be deemed to be unreasonably withholding its consent to any request for consent to a subleasing or assignment if: (i) the use of the Subleased Premises by the proposed assignee or subtenant is inconsistent with the operation of a comparable suburban office/R&D building (by way of example Sublandlord shall not be deemed to be unreasonably withholding its consent to the proposed transfer if the proposed assignee or subtenant is a governmental agency), or (ii) the proposed assignee or subtenant is not of good character or business reputation, or (iii) the assignee or sublessee. Upon Lessorsubtenant proposes to use the Subleased Premises (or part thereof) for a purpose other than the purpose for which the Subleased Premises may be used as stated in Section 6.1 of the ▇▇▇▇▇▇▇▇▇, or (iv) there shall be existing an Event of Default (or any event or circumstance of which Subtenant has been given notice and which, with the passage of time, would constitute an Event of Default) at the time of Subtenant’s requestrequest for consent; or (v) the consent of Overlandlord has not been obtained (in form and substance acceptable to Sublandlord) if required under the ▇▇▇▇▇▇▇▇▇. (e) If, Lessee in violation of this Section 23, this Sublease be assigned, or if the Subleased Premises or any part thereof be sub-sublet or occupied by anyone other than Subtenant, Sublandlord may, at any time and any such permitted transferee shall execute from time to time, collect rent and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liabilityother charges from the assignee, the post-transaction ownership structure and the permitted transferee’s relationship to Lesseesubtenant or occupant, and Lessee apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of this Sublease shall be deemed a waiver of this covenant, or the acceptance of the assignee, sub-subtenant or occupant as a tenant or a release of Subtenant from the further performance of covenants on the part of Subtenant to be performed hereunder. Any consent by Sublandlord to a particular subletting or occupancy shall not in any way diminish the prohibition stated in paragraph (a) of this Section 23 or the continuing liability of the original named Subtenant. No assignment or sub-subletting hereunder shall continue to be obligated under this Lease. Any assignment or subletting shall be subject to the following conditions: (y) Lessee relieve Subtenant from its obligations hereunder and Subtenant shall remain fully and primarily liable during therefor. No such assignment, sub-subletting, or occupancy shall affect or be contrary to the unexpired Term of uses permitted under the ▇▇▇▇▇▇▇▇▇ and/or this Lease; and (z) any such assignment Sublease. Any consent by Sublandlord to a particular assignment, subletting or subletting occupancy shall be subject revocable, and any assignment, subletting or occupancy shall be void ab initio, if the same shall fail to require that such assignee, sub-subtenant or occupant agree therein to be independently bound by and upon all of the covenants, agreements, terms, covenants provisions and conditions set forth in this Sublease on the part of this LeaseSubtenant to be kept and performed. Any sub-sublease under any sublease, or any assignment of any sublease, for which Subtenant has already obtained consent hereunder shall again require Sublandlord’s consent. Subtenant shall reimburse Sublandlord, as a Subtenant Surcharge, up to $5,000 for all costs and expenses (including without limitation reasonable legal fees) incurred by Sublandlord in reviewing and evaluating any request for consent hereunder, and shall be responsible for any costs of Overlandlord for which Sublandlord is responsible under the ▇▇▇▇▇▇▇▇▇. ​ (f) Subtenant shall give Sublandlord notice of any proposed assignment or sub-sublease, and said notice shall specify the provisions of the proposed assignment or sub-sublease as follows: (i) the name and address of the proposed assignee or sub-subtenant, (ii) such information as to the proposed assignee's or sub-Subtenant’s financial capability as may reasonably be required by Sublandlord, (iii) all of the material terms and provisions upon which the proposed assignment or sub-sublease is to be made, and (iv) all other information reasonably necessary for Sublandlord to approve or disapprove the request.

SUBLEASING AND ASSIGNMENT. Lessee may not Sublessee shall NOT sell, assign, mortgage, pledge, hypothecate, pledge or encumber otherwise transfer this Lease Sublease, or any interest therein, either voluntarily, involuntarily, or by operation of law, and shall NOT sublet the Premises or any part thereof, nor allow any other person (the agents and servants of Lessee excepted) to occupy or use the Leased Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining Lessorfor any reason whatsoever, or permit the occupancy thereof by any person, persons, or entity through under it, or grant a security interest in Sublessee’s written consent, which consent shall not be unreasonably withheld, conditioned interest in the Leased Permises or delayed; provided, however, if Lessor consents to one this Sublease or more assignments of this Lease or consents to the subletting from time to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of be performed, including the payment of the rentals and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent any fixtures located on the basis that Lessor objects to assignment or subleasing in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the rightLeased Premises, without the prior written consent of LessorSublessor first had and obtained, to assign which may be given or otherwise transfer withheld in the Sublessor’s sole and absolute discretion. For the purpose of this Lease or sublet the Premises to a corporationSection, person any dissolution, merger, consolidation or other entity which: (i) is Lessee’s parent reorganization of Sublessee, or affiliate; (ii) is a wholly-owned subsidiary any change or changes in the stock ownership of Lessee; (iii) is a corporationSublessee, person which aggregates 51% or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority more of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, Sublessee shall be conditioned upon the following: (a) Lessee deemed to be an assignment of this Sublease. Sublessee shall not mortgage, hypothecate or encumber this Sublease. Sublessor’s consent to one assignment, subletting, occupancy, or use by any other person, entity or entities shall not relieve Sublessee from any obligation under this Sublease and shall not be in default under deemed to be a consent to any subsequent assignment, subletting, occupancy or use. Any assignment, pledge, subletting, occupancy or use without Sublessor’s written consent shall be void and shall, at the Lease beyond any applicable cure period on the effective date option of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or subleaseSublessor, the facts placing such assignment or sublease within the provisions of terminate this paragraph, and any changes in the address for ▇▇▇▇▇▇▇▇ and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, and Lessee hereunder shall continue to be obligated under this Lease. Any assignment or subletting shall be subject to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject to all of the terms, covenants and conditions of this LeaseSublease.

SUBLEASING AND ASSIGNMENT. Lessee may not assign31.1 TENANT may, mortgage, pledge, hypothecate, or encumber this Lease or sublet with the Premises or any part thereof, nor allow any other person (prior written consent of the agents and servants of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining Lessor’s written consentLANDLORD, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, if Lessor consents to one or more assignments delayed within thirty (30) days of this Lease or consents to the subletting from time to time LANDLORD’s receipt of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of be performed, including the payment of the rentals and other charges assumed by Lessee hereunder. Lessor understands and agrees that Lessee may request the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasing, Lessee may request Lessor to permit Lessee to sublease portions of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, all required documentation including but not limited to reasonable attorney’s fees. Notwithstanding any provision the identity of this Section 9.2 the proposed subtenant or Section 9.3 to assignee, terms of the contraryproposed transaction, actual and intended activities, draft sublease or assignment, and notwithstanding anything to the contrary contained financial documents as noted in Section 31.1(f) hereof, assign this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease LEASE or sublet the Premises to a corporation, person whole or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority any part of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parentLEASED PREMISES. Notwithstanding the foregoing, LANDLORD shall provide its consent if such assignment or sublease meets all of the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the following: (following conditions: a) Lessee shall not be in default No EVENT OF DEFAULT exists under the Lease this LEASE beyond any applicable cure period on provided; b) the effective assignee or subtenant is not an entity which LANDLORD is barred or prohibited from contracting with pursuant to LANDLORD’S disqualification/debarment regulations, which are set forth in N.J.A.C. 19:30-2.1 through 2.7 and the assignee or subtenant has satisfied all of the State compliance obligations including but not limited to political campaign contributions as set forth in Section 39 hereof and business registration certificate requirements. TENANT shall promptly deliver to LANDLORD written notice thereof together with a copy of such assignment or sublease document(s) and appropriate certificates of insurance from the TENANT’s assignee or subtenant. Any attempted assignment or subletting of the LEASED PREMISES in violation of LANDLORD’S disqualification/debarment regulations shall be void ab initio and of no legal force or effect; c) the assignee assumes all of the obligations of TENANT under this LEASE from and after the date of the assignment, or the subtenant agrees to be subject to all the terms and conditions of this LEASE; d) such assignment or sublease will only permit the uses that are consistent with that of an office or laboratory, and/or are permitted under this LEASE; e) TENANT promptly furnishes LANDLORD with an executed copy of the assignment or sublease; f) such assignee has sufficient financial strength to fully comply with the terms and conditions contained in this LEASE, evidenced by a net worth (as established in accordance with G.A.A.P. standards) of not less than ten million dollars ($10,000,000) and there is no pending or threatened significant litigations against assignee or other court proceedings involving assignee that if adversely decided would materially interfere with assignee’s ability to continue operations in a sound financial condition; (band; g) on such assignee or before subtenant provides LANDLORD proof of insurance as outlined in Section 20 of this LEASE. 31.2 Anything in this LEASE to the effective date contrary notwithstanding the consent of the LANDLORD need not be obtained if the assignment or sublease Lessee shall notify Lessor is to a parent, subsidiary or affiliate of TENANT, or a joint venture of which TENANT or one of its affiliates is a partner or member (each a “TENANT AFFILIATE”); provided that: (i) the TENANT AFFILIATE is not an entity which LANDLORD is barred or prohibited from contracting with pursuant to LANDLORD’S disqualification/debarment regulations, which are set forth in writing N.J.A.C. 19:30-2.1 through 2.7; (ii) the TENANT AFFILIATE has satisfied all of the effective date State compliance obligations including but not limited to political campaign contributions as set forth in Section 39 hereof and business registration certificate requirements; and (iii) TENANT has promptly delivered to LANDLORD written notice thereof together with a copy of the assignment or sublease, the facts placing such assignment or sublease within document(s) and appropriate certificates of insurance from the provisions of this paragraph, and any changes in the address for ▇▇▇▇▇▇▇▇ and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, and Lessee hereunder shall continue to be obligated under this LeaseTENANT AFFILIATE. Any attempted assignment or subletting of the LEASED PREMISES in violation of LANDLORD’S disqualification/debarment regulations shall be subject void ab initio and of no legal force or effect. 31.3 TENANT shall not be permitted to assign the following conditions: (y) Lessee shall remain fully liable during LEASE or sublet the unexpired Term LEASED PREMISES to a person or entity which is a tenant or subtenant of any other premises within the PROPERTY. 31.4 Any assignment of this Lease; and (z) LEASE, or any such assignment or subletting shall be subject to all sublease of the terms, covenants and conditions LEASED PREMISES by TENANT shall not relieve TENANT of any of its obligations under this LeaseLEASE.

SUBLEASING AND ASSIGNMENT. Lessee and any approved assignee or approved subtenant may not assign, mortgage, pledge, hypothecate, or encumber assign their rights under this Lease or the applicable sublease, or sublet the Premises whole or any part thereof, nor allow any other person (the agents and servants of Lessee excepted) to occupy or use the Premises, or any part thereof, or any right or privilege appurtenant thereto, without first obtaining Lessor’s the prior written consentconsent of Lessor in each instance, which consent shall not be unreasonably withheld. Even if Lessor's consent is given, conditioned no subletting or delayed; provided, however, if Lessor consents assignment shall release Lessee from any obligation pursuant to one or more assignments of this Lease or consents alter the primary liability and obligation of Lessee to pay the subletting from time rent and to time of the Premises or parts thereof, Lessee shall nevertheless remain liable for its performance of this Lease on its part of perform all other obligations to be performed, including the payment of the rentals and other charges assumed performed by Lessee hereunder. Acceptance of rent by Lessor understands from an assignee or subtenant who has not been approved by Lessor shall not waive the default created by failure to obtain Lessor's consent. As a condition of approving any proposed assignee or subtenant, Lessor may require such financial and agrees other information concerning the proposed assignee or subtenant that Lessee may request Lessor reasonably deems appropriate. Approval of a proposed sublease or assignment in any one instance shall not affect Lessor's right to approve all subsequent assignments and subleases. Lessor shall be furnished with a duplicate executed original of all subleases and assignments. Notwithstanding the Lessor to consent to Lessee’s proposed subleasing or assignment, and with respect to subleasingforegoing provisions of this Section 13, Lessee may request Lessor to permit Lessee to assign or sublease portions part or all of the Premises and to divide existing floors, and that Lessor will not withhold its without Lessor's consent on the basis that Lessor objects to assignment or subleasing in general, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request to assign its interest under this Lease, including but not limited to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity whichto: (i) any corporation or partnership that controls, is controlled by, or is under common control with Lessee’s parent ; or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person any corporation resulting from the merger or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction consolidation with Lessee or to any entity that acquires all of Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) 's assets as a result of a change going concern of the domicile business that is being conducted on the Premises, as long as the assignee or sublessee is a bona fide entity and assumes the obligations of Lessee, and continues the same use as permitted hereunder; provided, Lessor must be given written notice of any such assignment or subletting. Any profits from an approved sublease or assignment (determined after allowing Lessee or to be reimbursed for Lessee's costs in connection therewith including, without limitation, reasonable attorneys' fees and brokerage commissions and the reincorporation unamortized cost of Lessee in another jurisdiction; or improvements paid for by Lessee) shall be shared equally (vi50/50) acquires or is acquiring all or substantially all of the assets of Lessee or between Lessor and Lessee’s parent. Notwithstanding the foregoing, in the permitted assignments described in subsections (i) through (vi) aboveevent Lessee sublets Suite 300 during the Abatement Period, Lessee shall be conditioned upon responsible for paying Lessor for the following: (a) Lessee shall not be in default under the Lease beyond any applicable cure period on the effective date of the assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or sublease, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address operating expenses for ▇▇▇▇▇▇▇▇ and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, and Lessee hereunder shall continue to be obligated under this Lease. Any assignment or subletting shall be subject to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject to all of the terms, covenants and conditions of this LeaseSuite 300 which are currently estimated at $7.50 per rentable square foot per annum.

SUBLEASING AND ASSIGNMENT. Lessee may Tenant shall not by operation of law or otherwise, without Landlord's prior written consent (not to be unreasonably withheld or delayed), have the right to assign, hypothecate, mortgage, pledge, hypothecate, encumber or encumber convey this Lease or sublet the Premises any interest in or any part thereofunder it, nor allow or to sublet, or otherwise permit occupancy by any other person (the agents and servants or entity of Lessee excepted) to occupy or use the Premises, all or any part thereof, or any right or privilege appurtenant thereto, without first obtaining Lessor’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, if Lessor consents to one or more assignments of this Lease or consents to the subletting from time to time portion of the Premises or parts thereof, Lessee the Storage Area. For the purposes of this section any transfer of stock in a corporate tenant or any transfer of an interest in a partnership tenant in which a transfer of control of the corporation or partnership is effected shall nevertheless remain liable for its performance not be deemed to be an assignment of this Lease requiring the prior written consent of Landlord. Any document purporting to sublet the Premises and/or the Storage Area or assign Tenant's interest in this Lease shall be of no force or effect unless the same shall bear the written consent of Landlord. No subtenant or assignee shall use the Premises for any purpose other than the Permitted Use. No permitted sublease or assignment shall in any way release Tenant from Tenant's primary liability under this Lease. If Tenant desires the consent of Landlord to sublease or assign, at least thirty (30) but no more than one hundred twenty (120) days prior to the date on its part of which Tenant desires the assignment or sublease to be performedeffective (the "Transfer Date") Tenant must submit the proposed sublease or assignment to Landlord for Landlord's approval, including together with the payment following documents: (a) a detailed description of the rentals portion of the Premises and/or the Storage Area proposed to be sublet (which must be a single, self-contained unit (the "Space"); (b) complete copies of the financial statements of the subtenant or assignee made available to Tenant with an authorization to verify the same; and other charges assumed (c) a declaration by Lessee hereunderthe subtenant or assignee as to the type of business to be carried out. Lessor understands and agrees that Lessee may request If Landlord approves the Lessor to consent to Lessee’s proposed subleasing sublease or assignment, within thirty (30) days after Landlord's consent, Tenant shall submit to Landlord executed lease estoppel certificates from Tenant and with respect to subleasingthe subtenant or assignee in the Building standard form and proof of payment of all leasing commissions, Lessee may request Lessor to permit Lessee if applicable. If Tenant is permitted to sublease portions at a base rent in excess of the Premises and to divide existing floors, and that Lessor will not withhold its consent on the basis that Lessor objects to assignment or subleasing in generalprovided for herein, or object to the division of the Premises into multiple or smaller spaces (except that Lessor may object if the proposed subleasing or assignment will require that any floor of the Premises be divided into more than four (4) separate premises), rather, Lessor must have other reasonable grounds for its disapproval of such request. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred, if any, by Lessor in connection with Lessee’s request Tenant is permitted to assign its interest under in this LeaseLease for any consideration whatsoever, fifty percent (50%) of such excess or such consideration actually received (net of any subletting or assignment costs, including, without limitation, commissions, paid by Tenant and approved in writing by Landlord in connection with such permission to sublease or assign and any tenant improvement costs paid by Tenant) shall be paid by Tenant to Landlord as received. Tenant shall pay all of Landlord's out-of-pocket costs and expenses, including but not limited reasonable attorneys' fees, relating to reasonable attorney’s fees. Notwithstanding any provision of this Section 9.2 or Section 9.3 to the contrary, and notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right, without the consent of Lessor, to assign or otherwise transfer this Lease or sublet the Premises to a corporation, person or other entity which: (i) is Lessee’s parent or affiliate; (ii) is a wholly-owned subsidiary of Lessee; (iii) is a corporation, person or other entity of which Lessee, Lessee’s parent or an affiliate of Lessee owns a majority of the capital stock or a controlling ownership interest; (iv) as a result of a consolidation, merger, reorganization or other transaction with Lessee or Lessee’s parent shall own all the capital stock of Lessee or Lessee’s parent; (v) as a result of a change of the domicile of Lessee or the reincorporation of Lessee in another jurisdiction; or (vi) acquires or is acquiring all or substantially all of the assets of Lessee or Lessee’s parent. Notwithstanding the foregoing, the permitted assignments described in subsections (i) through (vi) above, shall be conditioned upon the following: (a) Lessee shall not be in default under the Lease beyond any applicable cure period on the effective date of the such proposed assignment or sublease; (b) on or before the effective date of the assignment or sublease Lessee shall notify Lessor in writing of the effective date of the assignment or sublease, the facts placing such assignment or sublease within the provisions of this paragraph, and any changes in the address for ▇▇▇▇▇▇▇▇ and legal notices sent to Lessee, the assignee or sublessee. Upon Lessor’s request, Lessee and any such permitted transferee shall execute and deliver to Lessor any and all documentation reasonably required by Lessor in order to confirm Lessee’s continued liability, the post-transaction ownership structure and the permitted transferee’s relationship to Lessee, and Lessee hereunder shall continue to be obligated under this Lease. Any assignment or subletting shall be subject to the following conditions: (y) Lessee shall remain fully liable during the unexpired Term of this Lease; and (z) any such assignment or subletting shall be subject to all of the terms, covenants and conditions of this Leasesubletting.