Common use of TENANT ASSIGNMENT Clause in Contracts

TENANT ASSIGNMENT. Tenant will not assign this Lease, in whole or in part, or sublease the Premises, in whole or in part without the prior consent of Landlord. Tenant shall pay to Landlord all direct costs and shall reimburse Landlord for all expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with any assignment or sublease requested by Tenant. Landlord may, in its reasonable discretion, consider all factors cognizable by law as reasonable to evaluate and consider in making its determination of whether to consent, including making a study of the financial wherewithal and credit of any proposed successor or subtenant and, in the case of an assignment, may require additional guaranties as appropriate to satisfy reasonable financial standards and criteria for approval. Any guaranty of an individual offered shall be joined by spouse and shall be in Landlord’s then current commercially reasonable form. Landlord may condition any consent to any assignment, upon the execution and delivery of Landlord’s commercially reasonable form of instrument, executed by Landlord, Tenant, the successor (assignee) tenant, and any new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns all of its rights, title and interest in and to the Lease and all moneys having been paid thereunder, including any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence of insurance as called for in this Lease prior to first entry upon, on or into the Premises. Landlord may condition any consent to any sublease, upon the execution and delivery to Landlord of a commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums and performance of all covenants required of Tenant under the Lease, (ii) there shall be no modifications or amendments of the sublease without the prior written consent of Landlord, (iii) the subtenant shall not be granted any rights of Tenant under the Lease nor the power to exercise same, (iv) it is provided that in the event of any default under the terms and provisions of the Lease, Landlord shall have the right to collect the rental attributable to the subleased space directly from the subtenant without waiving any of Landlord’s rights against Tenant, (v) Landlord shall not be liable for, and Tenant and the subtenant shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the sublease, and (vi) nothing in the sublease will be deemed to amend or modify the Lease as between Tenant and Landlord, and the subtenant will expressly confirm and acknowledge that the sublease is inferior and subordinate to the Lease in all respects.

TENANT ASSIGNMENT. Tenant will not assign this Lease, in whole or in part, or sublease the Premises, in whole or in part without the prior consent Consent of Landlord, which shall not be unreasonably withheld. Notwithstanding anything herein to the contrary, no assignment or sublease whatsoever shall release Tenant from Tenant’s obligations and liabilities under this Lease or alter the primary liability of Tenant to pay all rent and to perform all obligations to be paid and performed by Tenant. Tenant shall pay to Landlord all direct costs and shall reimburse Landlord for all expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with any assignment or sublease requested by Tenant. Landlord may, in its reasonable discretion, consider all factors cognizable by law as reasonable to evaluate and consider in making its determination of whether to consent, including making a study of the financial wherewithal and credit of any proposed successor or subtenant and, in the case of an assignment, may require additional guaranties as appropriate to satisfy reasonable financial standards and criteria for approval. Any guaranty of an individual offered shall be joined by spouse and shall be in Landlord’s then current commercially reasonable form. Landlord may condition any consent to any assignment, upon the execution and delivery of Landlord’s commercially reasonable form of instrument, executed by Landlord, Tenant, the successor (assignee) tenant, and any new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns all of its rights, title and interest in and to the Lease and all moneys having been paid thereunder, including any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence of insurance as called for in this Lease prior to first entry upon, on or into the Premises. Landlord may condition any consent to any sublease, upon the execution and delivery to Landlord of a commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums and performance of all covenants required of Tenant under the Lease, (ii) there shall be no modifications or amendments of the sublease without the prior written consent of Landlord, (iii) the subtenant shall not be granted any rights of Tenant under the Lease nor the power to exercise same, (iv) it is provided that in the event of any default under the terms and provisions of the Lease, Landlord shall have the right to collect the rental attributable to the subleased space directly from the subtenant without waiving any of Landlord’s rights against Tenant, (v) Landlord shall not be liable for, and Tenant and the subtenant shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the sublease, and (vi) nothing in the sublease will be deemed to amend or modify the Lease as between Tenant and Landlord, and the subtenant will expressly confirm and acknowledge that the sublease is inferior and subordinate to the Lease in all respects.

TENANT ASSIGNMENT. Tenant will not assign this Lease, in whole or in part, or sublease the Premises, in whole or in part without other than to a “Permitted Transferee” (hereafter defined). For these purposes, a “Permitted Transferee” means (i) any “Parent”, “Subsidiary” or “Affiliate” of Tenant as each of those terms is hereafter defined as well as (ii) the prior resulting entity after a merger or consolidation of Tenant with another entity or company as well as (iii) an entity purchasing all of Tenant’s Colorado grow/processing operations. A “Parent” is an entity which owns all or a controlling and majority interest in the stock or other membership or similar issued and outstanding indices of ownership of Tenant; “Subsidiary” is an entity in which Tenant owns all or a controlling and majority interest of such entity’s stock or other membership or similar issued and outstanding indices of ownership; and an “Affiliate” is any entity in which Tenant’s Parent owns all or a controlling and majority interest of such entity’s stock or other membership or similar issued and outstanding indices of ownership. Tenant shall in writing promptly notify Landlord of reasonable detail concerning any such Permitted Transferee and the transaction giving rise to same. Should Tenant nonetheless seek Landlord’s consent to an assignment or sublet, the parties acknowledge that Landlord has a heightened interest in analyzing same and has reserved the absolute right to deny consent so as to help minimize concerns about Federal Issues; and this sentence is expressly intended to alter otherwise common law obligations of reasonableness for assignment or sublet requests. In addition, should Tenant nonetheless seek such approval or consent to an assignment or sublet, same shall be subject to Landlord’s right of recapture set forth below. If notwithstanding all the foregoing such a request for approval or consent is made and Landlord in fact determines to allow same to occur, then: Any assignment of this Lease shall require that the assignee assume all obligations of Tenant. In no event will Tenant be released from any obligation or liability under this Lease following any such assignment or sublease. Notwithstanding the foregoing to the contrary, Landlord may, in Landlord’s sole and absolute discretion, approve or disapprove any proposed assignment or sublease by Tenant to an existing occupant of any space in the Property or an affiliate of any such occupant. No subtenant of the Premises or any portion thereof, may further assign or sublease its interest in the Premises or any portion thereof. In the event of a proposed assignment of the Lease or sublease of the Premises, in each case to a non-Permitted Transferee, Tenant agrees to pay Landlord the sum of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00), together with any legal fees and disbursements incurred in the preparation and/or review of any such documentation, within thirty (30) days of invoice for payment thereof, as Additional Rent, if such assignment or sublease to a non-Permitted Transferee is approved. For clarity, there shall be no fee for an assignment or sublease of Tenant’s interest in the Premises or any portion thereof to a Permitted Transferee. If the rent due and payable by any assignee or subtenant under any permitted assignment or sublease exceeds the Rent payable under this Lease for such space, Tenant will pay to Landlord all such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Within fifteen (15) days after Landlord’s receipt of Tenant’s request for Landlord’s consent to a proposed assignment or sublease, Landlord shall have the right to require Tenant to reconvey to Landlord that portion of the Premises which Tenant is seeking to assign or sublet. Tenant shall reconvey that portion of the Premises in consideration of Landlord’s release of Tenant from all future Rent and other obligations, which would not otherwise survive termination of the Lease, with respect to the portion of the Premises so reconveyed. Any such reconveyance shall be evidenced by an agreement reasonably acceptable to Landlord and Tenant in form and substance. Notwithstanding anything herein to the contrary, no assignment or sublease whatsoever shall release Tenant from Tenant’s obligations and liabilities under this Lease or alter the primary liability of Tenant to pay all rent and to perform all obligations to be paid and performed by Tenant. Tenant shall pay to Landlord all direct costs and shall reimburse Landlord for all expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with any assignment or sublease requested by Tenant. Landlord may, in its reasonable discretion, consider all factors cognizable by law as reasonable to evaluate and consider in making its determination of whether to consent, including making a study of the financial wherewithal and credit of any proposed successor or subtenant and, in the case of an assignment, may require additional guaranties as appropriate to satisfy reasonable financial standards and criteria for approval. Any guaranty of an individual offered shall be joined by spouse and shall be in Landlord’s then current commercially reasonable form. Landlord may condition any consent to any assignment, upon the execution and delivery of Landlord’s commercially reasonable form of instrument, executed by Landlord, Tenant, the successor (assignee) tenant, and any new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns all of its rights, title and interest in and to the Lease and all moneys having been paid thereunder, including any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence of insurance as called for in this Lease prior to first entry upon, on or into the Premises. Landlord may condition any consent to any sublease, upon the execution and delivery to Landlord of a commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums and performance of all covenants required of Tenant under the Lease, (ii) there shall be no modifications or amendments of the sublease without the prior written consent of Landlord, (iii) the subtenant shall not be granted any rights of Tenant under the Lease nor the power to exercise same, (iv) it is provided that in the event of any default under the terms and provisions of the Lease, Landlord shall have the right to collect the rental attributable to the subleased space directly from the subtenant without waiving any of Landlord’s rights against Tenant, (v) Landlord shall not be liable for, and Tenant and the subtenant shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the sublease, and (vi) nothing in the sublease will be deemed to amend or modify the Lease as between Tenant and Landlord, and the subtenant will expressly confirm and acknowledge that the sublease is inferior and subordinate to the Lease in all respects.

TENANT ASSIGNMENT. Tenant will not assign this Lease, in whole or in part, or sublease the Premises, in whole or in part without the prior consent of Landlord. Tenant shall pay to Landlord all direct costs and shall reimburse Landlord for all expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with any assignment or sublease requested by Tenant. Landlord maypart, in its reasonable discretion, consider all factors cognizable by law as reasonable to evaluate and consider in making its determination of whether to consent, including making a study of the financial wherewithal and credit of any proposed successor or subtenant and, in the case of an assignment, may require additional guaranties as appropriate to satisfy reasonable financial standards and criteria for approval. Any guaranty of an individual offered shall be joined by spouse and shall be in Landlord’s then current commercially reasonable form. Landlord may condition any consent to any assignment, upon the execution and delivery of Landlord’s commercially reasonable form of instrument, executed by Landlord, Tenant, the successor (assignee) tenant, and any new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns all of its rights, title and interest in and to the Lease and all moneys having been paid thereunder, including any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence of insurance as called for in this Lease prior to first entry upon, on or into the Premises. Landlord may condition any consent to any sublease, upon the execution and delivery to Landlord of a commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums and performance of all covenants required of Tenant under the Lease, (ii) there shall be no modifications or amendments of the sublease without the prior written consent of Landlord, which consent will not be unreasonably withheld, subject to Landlord’s right of recapture set forth below, and in no event will Tenant be released from any obligation or liability under this Lease following any such assignment or sublease. No sublessee of the Premises or any portion thereof, may further assign or sublease its interest in the Premises or any portion thereof. Tenant agrees to pay Landlord the greater of (iiii) Two Hundred and Fifty Dollars and 00/100 ($250.00); or (ii) the subtenant shall not be granted actual legal fees and expenses incurred by Landlord, in connection with the review by Landlord of Tenant’s requested assignment or sublease pursuant to this Section, together with any rights legal fees and disbursements incurred in the preparation and/or review of any documentation, within thirty (30) days of invoice for payment thereof. If the rent due and payable by any assignee or sublessee under any permitted assignment or sublease exceeds the Rent payable under this Lease for such space, Tenant under will pay to Landlord all such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Notwithstanding the foregoing, Tenant may assign this Lease nor the power to exercise same, (iv) it is an affiliate at any time without Landlord’s consent; provided that in the event assignee has financial strength substantially equivalent to Tenant. Within fifteen (15) days after Landlord’s receipt of Tenant’s request for Landlord’s consent to a proposed assignment or sublease, excluding any default under the terms and provisions assignment or sublease to an affiliate of the LeaseTenant, Landlord shall have the right to collect require Tenant to reconvey to Landlord that portion of the rental attributable Premises which Tenant is seeking to assign or sublet. Tenant shall reconvey that portion of the subleased space directly from the subtenant without waiving any Premises in consideration of Landlord’s rights against Tenantrelease of Tenant from all future Rent and other obligations, (v) which would not otherwise survive termination of the Lease, with respect to the portion of the Premises so reconveyed. Any such reconveyance shall be evidenced by an agreement reasonably acceptable to Landlord shall not be liable for, and Tenant in form and the subtenant shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the sublease, and (vi) nothing in the sublease will be deemed to amend or modify the Lease as between Tenant and Landlord, and the subtenant will expressly confirm and acknowledge that the sublease is inferior and subordinate to the Lease in all respectssubstance.

TENANT ASSIGNMENT. Tenant will shall not assign this Leaseassign, in whole or in part, this Lease, or sublease allow it to be assigned, in whole or in part, by operation of law or otherwise (including without limitation, if Tenant’s voting securities are not traded on any national securities exchange, by transfer of more than a fifty percent (50%) interest in Tenant in a single transaction or in a series of transactions, which transfer will be deemed an assignment) or mortgage or pledge the same or sublet the Leased Premises, in whole or in part without the prior consent of Landlord. Tenant shall pay to Landlord all direct costs and shall reimburse Landlord for all expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with any assignment or sublease requested by Tenant. Landlord maypart, in its reasonable discretion, consider all factors cognizable by law as reasonable to evaluate and consider in making its determination of whether to consent, including making a study of the financial wherewithal and credit of any proposed successor or subtenant and, in the case of an assignment, may require additional guaranties as appropriate to satisfy reasonable financial standards and criteria for approval. Any guaranty of an individual offered shall be joined by spouse and shall be in Landlord’s then current commercially reasonable form. Landlord may condition any consent to any assignment, upon the execution and delivery of Landlord’s commercially reasonable form of instrument, executed by Landlord, Tenant, the successor (assignee) tenant, and any new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns all of its rights, title and interest in and to the Lease and all moneys having been paid thereunder, including any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence of insurance as called for in this Lease prior to first entry upon, on or into the Premises. Landlord may condition any consent to any sublease, upon the execution and delivery to Landlord of a commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums and performance of all covenants required of Tenant under the Lease, (ii) there shall be no modifications or amendments of the sublease without the prior written consent of Landlord which consent may, in Landlord’s sole discretion, be withheld. This prohibition shall not apply to an initial public offering of Tenant’s stock on a nationally recognized stock exchange. Notwithstanding the foregoing, provided no Event of Default exists, Tenant may, without Landlord’s prior written consent, assign this Lease, sublet the Leased Premises and grant concessions and licenses for the occupancy of the Leased Premises, to (i) any successor or assignee of Tenant resulting from any merger, consolidation or reorganization, (ii) any corporation which is the parent, affiliate or wholly owned subsidiary of Tenant, (iii) any assignee which acquires all, or substantially all, of the subtenant shall not be granted any rights business assets of Tenant under located at the Lease nor Leased Premises and used in connection with Tenant’s use of the power to exercise sameLeased Premises, and assumes all obligations of Tenant set forth in this Lease, or (iv) it is any assignee which acquires all, or substantially all, of the business assets of Tenant and assumes all, or substantially all, obligations of Tenant, including those set forth in the Lease (in each case a “Permitted Assignment”). Evidence reasonably satisfactory to Landlord of any Permitted Assignment shall be provided that within ten (10) days of the completion of such transaction. In no event will any assignment or sublease ever release Tenant from any obligation or liability hereunder, provided, however, in the event of any default a Permitted Assignment, Landlord agrees to consider, in good faith, a release of Tenant from its obligations under the terms and provisions this Lease. Such consideration shall be based upon an evaluation by Landlord of the Lease, Landlord shall have the right to collect the rental attributable to the subleased space directly from the subtenant without waiving any financial status of Landlord’s rights against Tenant, (v) Landlord shall not be liable for, and Tenant and the subtenant shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with Permitted Assignee on the sublease, and (vi) nothing in date of the sublease will be deemed to amend or modify the Lease as between Tenant and LandlordPermitted Assignment, and the subtenant three (3) full calendar years prior thereto, including, but not limited to, an evaluation of the net worth, cash position, liquidity, short and long term debt, and profitability of each party during such time period. Tenant shall provide Landlord with all financial information requested by Landlord to perform such evaluation. Tenant acknowledges that notwithstanding Landlord’s agreement to consider a release, the decision will expressly confirm be made by Landlord in its sole and acknowledge that the sublease is inferior and subordinate to the Lease in all respectsabsolute discretion.

TENANT ASSIGNMENT. Tenant will agrees not assign to assign, sublet, license, mortgage or encumber this LeaseLease Agreement, in whole or in part, or sublease the Premises, in whole or in any part thereof, whether by voluntary act, operation of law, or otherwise, without the specific prior written consent of Landlord in each instance and such consent shall not be unreasonably withheld. If Tenant is a corporation, partnership or other legal entity, transfer of a controlling interest of Tenant shall be considered an assignment of this Lease Agreement for purposes of this Article. Consent by Landlord in one such instance shall not be a waiver of Landlord’s rights under this Article as to requiring consent for any subsequent instance. Any purported assignment, subletting, licensing, mortgaging or other transfer of this Lease Agreement or the Premises hereunder by Tenant that does not comply with the provisions of this Article 21 shall be void. Notwithstanding anything herein to the contrary, Tenant may, without the consent of Landlord, assign this Lease Agreement or sublet all or any part of the Premises to an Affiliate of Tenant. As used herein, an “Affiliate” of Tenant shall be deemed to be any entity which either controls, is controlled by or is under common control with Tenant, with “control” meaning the power to direct the management and policies, directly or indirectly, through the ownership of voting capital stock or other ownership interest. In connection with any assignment of this Lease Agreement or subletting of the Premises made or requested by Tenant, Tenant shall pay to Landlord (i) a processing fee of $500.00 and (ii) all direct out-of-pocket costs and shall reimburse Landlord for all expenses (incurred by Landlord, including reasonable attorneys’ fees. In the event Tenant desires to sublet a part or all of the Premises, or assign this Lease Agreement, including to an Affiliate of Tenant, Tenant shall give written notice to Landlord at least twenty-one (21) incurred days prior to the proposed subletting or assignment, which notice shall state the name of the proposed subtenant or assignee and the terms of any sublease or assignment documents and shall include copies of financial statements or other relevant financial information of the proposed subtenant or assignee. Any rents and other consideration received by Tenant from an assignment of this Lease Agreement or subletting of the Premises which exceed the rents then payable by Tenant under this Lease Agreement shall be immediately paid by Tenant to Landlord as Additional Rent hereunder. At Landlord’s option following a default by Tenant under this Lease Agreement, any and all payments by the subtenant with respect to the sublease shall be paid directly to Landlord. In any event no assignment or subletting, including to an Affiliate of Tenant, shall release Tenant of its obligation to pay the rent and to perform all other obligations to be performed by Tenant hereunder for the Term of this Lease Agreement. The acceptance of rent by Landlord in connection from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. At Landlord’s option and with any the exception of an assignment or sublease requested by subletting to an Affiliate of Tenant. Landlord may, in its reasonable discretion, consider all factors cognizable by law as reasonable to evaluate and consider in making its determination of whether to consent, including making a study of the financial wherewithal and credit of any proposed successor or subtenant and, in the case of an assignment, may require additional guaranties as appropriate to satisfy reasonable financial standards and criteria for approval. Any guaranty of an individual offered shall be joined by spouse and shall be in Landlord’s then current commercially reasonable form. Landlord may condition any terminate this Lease Agreement in lieu of giving its consent to any assignment, proposed assignment of this Lease Agreement or subletting of all of the Premises (which termination may be contingent upon the execution and delivery of Landlord’s commercially reasonable form of instrument, executed by Landlord, Tenant, the successor (assignee) tenant, and any a new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns all of its rights, title and interest in and to the Lease and all moneys having been paid thereunder, including any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated lease with the assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence of insurance as called for in this Lease prior to first entry upon, on proposed assignee or into the Premises. Landlord may condition any consent to any sublease, upon the execution and delivery to Landlord of a commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums and performance of all covenants required of Tenant under the Lease, (ii) there shall be no modifications or amendments of the sublease without the prior written consent of Landlord, (iii) the subtenant shall not be granted any rights of Tenant under the Lease nor the power to exercise same, (iv) it is provided that in the event of any default under the terms and provisions of the Lease, Landlord shall have the right to collect the rental attributable to the subleased space directly from the subtenant without waiving any of Landlord’s rights against Tenant, (v) Landlord shall not be liable for, and Tenant and the subtenant shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the sublease, and (vi) nothing in the sublease will be deemed to amend or modify the Lease as between Tenant and Landlord, and the subtenant will expressly confirm and acknowledge that the sublease is inferior and subordinate to the Lease in all respects).

TENANT ASSIGNMENT. Tenant will not assign this Lease, in whole or in part, or sublease the Premises, in whole or in part without the prior consent part, other than to an entity controlling, controlled by or under common control with Tenant or a purchaser of Landlord. Tenant shall pay to Landlord all direct costs and shall reimburse Landlord for all expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with any assignment or sublease requested by Tenant. Landlord may, in its reasonable discretion, consider all factors cognizable by law as reasonable to evaluate and consider in making its determination of whether to consent, including making a study of the financial wherewithal and credit of any proposed successor or subtenant and, in the case of an assignment, may require additional guaranties as appropriate to satisfy reasonable financial standards and criteria for approval. Any guaranty of an individual offered shall be joined by spouse and shall be in Landlord’s then current commercially reasonable form. Landlord may condition any consent to any assignment, upon the execution and delivery of Landlord’s commercially reasonable form of instrument, executed by Landlord, Tenant, the successor (assignee) tenant, and any new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns substantially all of its rightsstock or assets, title and interest in and to the Lease and all moneys having been paid thereunder, including any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence of insurance as called for in this Lease prior to first entry upon, on or into the Premises. Landlord may condition any consent to any sublease, upon the execution and delivery to Landlord of a commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums and performance of all covenants required of Tenant under the Lease, (ii) there shall be no modifications or amendments of the sublease without the prior written consent of Landlord, which consent will not be unreasonably withheld, subject to Landlord's right of recapture set forth below, and in no event will Tenant be released from any obligation or liability under this Lease following any such assignment or sublease. No sublessee of the Premises or any portion thereof, may further assign or sublease its interest in the Premises or any portion thereof. Tenant shall pay Landlord an assignment fee in an amount of Five Hundred Dollar (iii$500.00), together with all legal fees and expenses incurred by Landlord in connection with the review by Landlord of Tenant's requested assignment or sublease pursuant to this Section, together with any legal fees and disbursements incurred in the preparation and/or review of any documentation, will be paid by Tenant within thirty (30) days of invoice for payment thereof, as Additional Rent. If the subtenant rent due and payable by any assignee or sublessee under any permitted assignment or sublease exceeds the Rent payable under this Lease for such space, Tenant will pay to Landlord all such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. If Tenant requests Landlord's consent to an assignment or sublease, then Tenant shall provide Landlord with a written description of all terms and conditions of the proposed assignment, copies of the proposed documentation, and the following information about the proposed assignee or sublessee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial and other credit information; and general references sufficient to enable Landlord to determine the proposed assignee's or sublessee's creditworthiness and character. Landlord shall not be granted unreasonably withhold its consent to any rights assignment or subletting of Tenant under the Lease nor Premises, provided that the power proposed assignee or sublessee (a) is creditworthy, with a financial net worth equal to exercise sameor greater than Tenant's net worth as of the date of this Lease, (ivb) it is provided that has a good reputation in the event business community, (c) does not engage in business similar to those of any default under other tenants in the terms Building, and provisions (d) is not another occupant of the LeaseBuilding; otherwise, Landlord may withhold its consent in its sole discretion. Within fifteen (15) days after Landlord's receipt of Tenant's request for Landlord's consent to a proposed assignment or sublease, excluding any assignment or sublease to an affiliate of Tenant, Landlord shall have the right to collect require Tenant to reconvey to Landlord that portion of the rental attributable Premises which Tenant is seeking to assign or sublet. Tenant shall reconvey that portion of the Premises in consideration of Landlord's release of Tenant from all future Rent and other obligations, which would not otherwise survive termination of the Lease, with respect to the subleased space directly from portion of the subtenant without waiving any of Landlord’s rights against Tenant, (v) Premises so reconveyed. Any such reconveyance shall be evidenced by an agreement reasonably acceptable to Landlord shall not be liable for, and Tenant in form and the subtenant shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the sublease, and (vi) nothing in the sublease will be deemed to amend or modify the Lease as between Tenant and Landlord, and the subtenant will expressly confirm and acknowledge that the sublease is inferior and subordinate to the Lease in all respectssubstance.

TENANT ASSIGNMENT. Tenant will not assign this Lease, in whole or in part, or sublease the Premises, in whole or in part without the prior consent of Landlord. Tenant shall pay to Landlord all direct costs and shall reimburse Landlord for all expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with any assignment or sublease requested by Tenant. Landlord maypart, in its reasonable discretion, consider all factors cognizable by law as reasonable to evaluate and consider in making its determination of whether to consent, including making a study of the financial wherewithal and credit of any proposed successor or subtenant and, in the case of an assignment, may require additional guaranties as appropriate to satisfy reasonable financial standards and criteria for approval. Any guaranty of an individual offered shall be joined by spouse and shall be in Landlord’s then current commercially reasonable form. Landlord may condition any consent to any assignment, upon the execution and delivery of Landlord’s commercially reasonable form of instrument, executed by Landlord, Tenant, the successor (assignee) tenant, and any new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns all of its rights, title and interest in and to the Lease and all moneys having been paid thereunder, including any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence of insurance as called for in this Lease prior to first entry upon, on or into the Premises. Landlord may condition any consent to any sublease, upon the execution and delivery to Landlord of a commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums and performance of all covenants required of Tenant under the Lease, (ii) there shall be no modifications or amendments of the sublease without the prior written consent of Landlord, which consent will not be unreasonably withheld, subject to Landlord’s right of recapture set forth below, and in no event will Tenant be released from any obligation or liability under this Lease following any such assignment or sublease; provided, however, that Tenant will have the right, without Landlord's consent, to assign this Lease or sublet all or any part of the Premises to an Affiliate of Tenant. For purposes of this Section 12.20, the term "Affiliate" means an entity which (iiieither directly or indirectly, through one or more intermediaries) controls, is in common control with or is controlled by Tenant. For purposes of this definition, the term "control" means (a) legal or beneficial ownership of more than fifty percent (50%) of the voting interests of an entity, or (b) the subtenant shall not be granted any rights possession, directly or indirectly, of Tenant under the Lease nor the power to exercise samedirect or cause the direction of the management or policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. No sublessee of the Premises or any portion thereof, may further assign or sublease its interest in the Premises or any portion thereof. Other than an assignment to an Affiliate of Tenant as previously defined, Tenant will pay Landlord an assignment fee in an amount of $500, together with all legal fees and expenses incurred by Landlord in connection with the review by Landlord of Tenant’s requested assignment or sublease pursuant to this Section 12.20, together with any legal fees and disbursements incurred in the preparation and/or review of any documentation (ivcollectively, the "Assignment Costs"). Such sums will be paid by Tenant as Additional Rent within 30 days of invoice for payment thereof. If the rent due and payable by any assignee or sublessee under any permitted assignment or sublease together with any other consideration received by Tenant exceeds the Rent payable under this Lease for such space, Tenant will pay to Landlord all such excess rent and other excess consideration within 10 days following receipt thereof by Tenant; provided however, Tenant may deduct from such excess rent and other excess consideration the Assignment Costs and any other commercially reasonably costs incurred by Tenant in connection with establishing such assignment/subletting (e.g., a reasonable brokerage commission) it is provided that Tenant provides Landlord with satisfactory payment evidence of such costs. Within 15 days after Landlord’s receipt of Tenant’s request for Landlord’s consent to a proposed assignment or sublease, excluding any assignment or sublease to an Affiliate of Tenant, Landlord will have the right to require Tenant to reconvey to Landlord that portion of the Premises which Tenant is seeking to assign or sublet. Tenant will reconvey that portion of the Premises in the event consideration of any default under the terms Landlord’s release of Tenant from all future Rent and provisions other obligations, which would not otherwise survive termination of the Lease, Landlord shall have the right to collect the rental attributable with respect to the subleased space directly from portion of the subtenant without waiving any of Landlord’s rights against Tenant, (v) Premises so reconveyed. Any such reconveyance will be evidenced by an agreement reasonably acceptable to Landlord shall not be liable for, and Tenant in form and the subtenant shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the sublease, and (vi) nothing in the sublease will be deemed to amend or modify the Lease as between Tenant and Landlord, and the subtenant will expressly confirm and acknowledge that the sublease is inferior and subordinate to the Lease in all respectssubstance.

TENANT ASSIGNMENT. Tenant will agrees not assign to assign, sublet, license, mortgage or encumber this LeaseLease Agreement, in whole or in part, or sublease the Premises, in whole or in any part thereof, whether by voluntary act, operation of law, or otherwise, without the specific prior written consent of LandlordLandlord in each instance, which consent Landlord shall not unreasonably withhold, delay or condition. Tenant shall pay to Landlord all direct costs and shall reimburse Landlord for all expenses (including reasonable attorneys’ fees) incurred Consent by Landlord in one such instance shall not be a waiver of Landlord's rights under this Article to require consent for any subsequent instance. If Tenant is a corporation, limited liability company, partnership or other legal entity, a Change of Control (as defined below) in Tenant shall be considered an assignment of this Lease Agreement for purposes of this Article (subject, however, to the terms regarding Permitted Transfers set forth below). Any purported assignment, subletting, licensing, mortgaging or other transfer of this Lease Agreement or the Premises hereunder by Tenant that does not comply with the provisions of this Article shall be void. Notwithstanding anything herein to the contrary, Tenant may, without the consent of Landlord (and without triggering any profit sharing or recapture rights), assign this Lease Agreement or sublet all or any part of the Premises to (i) an Affiliate of Tenant; (ii) an entity into or with which Tenant or Tenant’s parent company is merged or consolidated, (iii) an entity which acquires ownership interests in Tenant or Tenant’s parent company by way of sale, transfer or issuance of stock or other ownership interests, and/or (iv) which acquires all or substantially all of Tenant’s or Tenant’s parent company’s assets by purchase, merger or other means (hereafter called a "Permitted Transfer") provided that to be a “Permitted Transfer” the resulting entity must have a tangible net worth and creditworthiness equal to or greater than the original constitution of Tenant as of the date of this Lease Agreement (provided further, however, that such net worth requirement shall not apply to Affiliates provided that the Tenant that is party to this Lease continues to exist and remains responsible for all obligations of Tenant under this Lease). As used herein, an "Affiliate" of Tenant shall be deemed to be any entity which either controls, is controlled by or is under common control with Tenant, with "control" meaning having a Controlling Interest (as defined below). As used herein, "Change of Control" means any transaction(s) resulting in the acquisition of a Controlling Interest in Tenant by one or more parties that did not own a Controlling Interest immediately before such transaction(s). "Controlling Interest" means any direct or indirect equity or beneficial ownership interest in Tenant that confers upon its holder(s) the direct or indirect power to direct the ordinary management and policies of Tenant, whether through the ownership of voting securities, by contract or otherwise (but not through the ownership of voting securities listed on a recognized securities exchange). Changes of ownership or control (direct or indirect) in Tenant (including through the sale of substantially all of its assets or through merger) through which a Permitted Transfer is effectuated shall not require the consent of Landlord hereunder or otherwise (provided that the net worth test set forth above remains satisfied). Without limiting the generality of the foregoing, any changes of ownership (direct or indirect) in Tenant occurring through the “over the counter market” or nationally (domestic or foreign) recognized stock exchanges shall not require the consent of Landlord hereunder or otherwise. In connection with any assignment of this Lease Agreement or sublease subletting of the Premises made or requested by Tenant. , Tenant shall pay Landlord may, in its reasonable discretion, consider (i) a processing fee of $2,500 and (ii) all factors cognizable out-of-pocket costs reasonably incurred by law as reasonable to evaluate and consider in making its determination of whether to consentLandlord, including making reasonable attorneys' fees, but not in excess of $5,000. In the event Tenant desires to sublet a study part or all of the financial wherewithal and credit of any proposed successor Premises, or subtenant andassign this Lease Agreement, including a Permitted Transfer, Tenant shall give written notice to Landlord at least thirty (30) days (at least ten (10) days in the case of an a Permitted Transfer) prior to the proposed subletting or assignment, which notice shall state the name of the proposed subtenant or assignee and the terms of any sublease or assignment documents and shall include copies of financial statements or other relevant financial information of the proposed subtenant or assignee (which information may require additional guaranties as appropriate be provided pursuant to satisfy a commercially reasonable financial standards confidentiality agreement). Except with respect to Permitted Transfers, one-half of any net rents and criteria other consideration (after paying for approval. Any guaranty all reasonable costs of subleasing or reletting incurred by Tenant, including, without limitation, commissions, legal fees, tenant improvements, free rent and any other concessions required to induce a subtenant) received by Tenant from an individual offered assignment of this Lease Agreement or a subletting of the Premises which exceed the rents then payable by Tenant under this Lease Agreement shall be joined paid by spouse Tenant to Landlord as Additional Rent hereunder promptly after such amounts are received by Tenant. At Landlord's option following a default by Tenant under this Lease Agreement that continues beyond the expiration of applicable notice and cure periods, any and all payments by the subtenant with respect to the sublease shall be in paid directly to Landlord’s then current commercially reasonable form. In any event no assignment or subletting, including a Permitted Transfer, shall release Tenant of its obligation to pay the rent and to perform all other obligations to be performed by Tenant hereunder for the Term of this Lease Agreement. The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. At Landlord's option and with the exception of a Permitted Transfer, Landlord may condition any terminate this Lease Agreement in lieu of giving its consent to any assignment, upon the execution and delivery proposed assignment of Landlord’s commercially reasonable form this Lease Agreement or subletting of instrument, executed by Landlord, Tenant, the successor (assignee) tenant, and any new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns all of its rightsthe Premises, title and interest in and to the Lease and all moneys having been paid thereunderprovided that if Landlord makes such election, including any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, deliver written notice thereof to Tenant and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence of insurance as called for in this Lease prior to first entry upon, on or into the Premises. Landlord may condition any consent to any sublease, upon the execution and delivery to Landlord of a commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums and performance of all covenants required of Tenant under the Lease, (ii) there shall be no modifications or amendments of the sublease without the prior written consent of Landlord, (iii) the subtenant shall not be granted any rights of Tenant under the Lease nor the power to exercise same, (iv) it is provided that in the event of any default under the terms and provisions of the Lease, Landlord shall have the right to collect the rental attributable withdraw its request to the subleased space directly from the subtenant without waiving any assign or sublease within five (5) business days of receipt of Landlord’s rights against Tenantnotice, (v) Landlord in which event, this Lease shall not be liable for, and Tenant and the subtenant shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the sublease, and (vi) nothing in the sublease will be deemed to amend or modify the Lease as between Tenant and Landlord, and the subtenant will expressly confirm and acknowledge that the sublease is inferior and subordinate to the Lease in all respectscontinue uninterrupted.

TENANT ASSIGNMENT. Tenant will shall not assign this Leaseassign, in whole or in part, this Lease, or sublease allow it to be assigned, in whole or in part by operation of law or otherwise (including without limitation a transfer of a majority interest of stock, or transfer of substantially all the assets of a corporation by merger, dissolution or otherwise) or mortgage or pledge the same, or sublet the Premises, in whole or in part without the prior consent of Landlord. Tenant shall pay to Landlord all direct costs and shall reimburse Landlord for all expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with any assignment or sublease requested by Tenant. Landlord maypart, in its reasonable discretion, consider all factors cognizable by law as reasonable to evaluate and consider in making its determination of whether to consent, including making a study of the financial wherewithal and credit of any proposed successor or subtenant and, in the case of an assignment, may require additional guaranties as appropriate to satisfy reasonable financial standards and criteria for approval. Any guaranty of an individual offered shall be joined by spouse and shall be in Landlord’s then current commercially reasonable form. Landlord may condition any consent to any assignment, upon the execution and delivery of Landlord’s commercially reasonable form of instrument, executed by Landlord, Tenant, the successor (assignee) tenant, and any new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns all of its rights, title and interest in and to the Lease and all moneys having been paid thereunder, including any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence of insurance as called for in this Lease prior to first entry upon, on or into the Premises. Landlord may condition any consent to any sublease, upon the execution and delivery to Landlord of a commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums and performance of all covenants required of Tenant under the Lease, (ii) there shall be no modifications or amendments of the sublease without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed, and in no event shall say such assignment or sublease ever release Tenant from any obligation or liability hereunder. Provided, however, Tenant may without Landlord’s consent (but only after notice is given to Landlord), assign this Lease to (a) any subsidiary or parent company of Tenant, or (b) any entity resulting from a sale, merger, or consolidation of Tenant upon the following conditions: (i) that the total assets and net worth of such assignee shall be equal to or more than that of Tenant immediately prior to such sale, consolidation, or merger; (ii) that Tenant is not at such time in default hereunder; and (iii) that such successor shall execute an instrument in writing in form and substance reasonably acceptable to Landlord fully assuming all of the subtenant obligations and liabilities imposed upon Tenant hereunder and shall not be granted any rights of Tenant under deliver the same to Landlord. Notwithstanding anything in this Lease nor to the power to exercise samecontrary, (iv) it is provided that in the event of any default under the terms and provisions assignment or sublease, any option or right of the Lease, Landlord shall have the right first refusal granted to collect the rental attributable to the subleased space directly from the subtenant without waiving any of Landlord’s rights against Tenant, (v) Landlord Tenant shall not be liable for, and assigned by Tenant and to any assignee or sublessee. No assignee or sublessee of the subtenant shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from Premises or any commission(s) payable associated with portion thereof may assign or sublet the sublease, and (vi) nothing in the sublease will be deemed to amend Premises or modify the Lease as between Tenant and Landlord, and the subtenant will expressly confirm and acknowledge that the sublease is inferior and subordinate to the Lease in all respectsany portion thereof.

TENANT ASSIGNMENT. Tenant will agrees not assign to assign, sublet, license, mortgage or encumber this LeaseLease Agreement, in whole or in part, or sublease the Premises, in whole or in any part thereof, whether by voluntary act, operation of law, or otherwise, without the specific prior written consent of Landlord in each instance, which consent Landlord shall not unreasonably withhold, delay or condition. Consent by Landlord in one such instance shall not be a waiver of Landlord’s rights under this Article to require consent for any subsequent instance. If Tenant is a corporation, limited liability company, partnership or other legal entity, a Change of Control (as defined below) in Tenant shall be considered an assignment of this Lease Agreement for purposes of this Article (subject, however, to the terms regarding Permitted Transfers set forth below). Any purported assignment, subletting, licensing, mortgaging or other transfer of this Lease Agreement or the Premises hereunder by Tenant that does not comply with the provisions of this Article shall be void. Notwithstanding anything herein to the contrary, Tenant may, without the consent of Landlord (and without triggering any profit sharing or recapture rights), assign this Lease Agreement or sublet all or any part of the Premises to (i) an Affiliate of Tenant; (ii) an entity into or with which Tenant or Tenant’s parent company is merged or consolidated, (iii) an entity which acquires ownership interests in Tenant or Tenant’s parent company by way of sale, transfer or issuance of stock or other ownership interests, and/or (iv) which acquires all or substantially all of Tenant’s or Tenant’s parent company’s assets by purchase, merger or other means (hereafter called a “Permitted Transfer”) provided that to be a “Permitted Transfer” the resulting entity must have a tangible net worth and creditworthiness equal to or greater than the original constitution of Tenant as of the date of this Lease Agreement (provided further, however, that such net worth requirement shall not apply to Affiliates provided that the Tenant that is party to this Lease continues to exist and remains responsible for all obligations of Tenant under this Lease). As used herein, an “Affiliate” of Tenant shall be deemed to be any entity which either controls, is controlled by or is under common control with Tenant, with “control” meaning having a Controlling Interest (as defined below). As used herein, “Change of Control” means any transaction(s) resulting in the acquisition of a Controlling Interest in Tenant by one or more parties that did not own a Controlling Interest immediately before such transaction(s). “Controlling Interest” means any direct or indirect equity or beneficial ownership interest in Tenant that confers upon its holder(s) the direct or indirect power to direct the ordinary management and policies of Tenant, whether through the ownership of voting securities, by contract or otherwise (but not through the ownership of voting securities listed on a recognized securities exchange). Changes of ownership or control (direct or indirect) in Tenant (including through the sale of substantially all of its assets or through merger) through which a Permitted Transfer is effectuated shall not require the consent of Landlord hereunder or otherwise (provided that the net worth test set forth above remains satisfied). Without limiting the generality of the foregoing, any changes of ownership (direct or indirect) in Tenant occurring through the “over the counter market” or nationally (domestic or foreign) recognized stock exchanges shall not require the consent of Landlord hereunder or otherwise. In connection with any assignment of this Lease Agreement or subletting of the Premises made or requested by Tenant, Tenant shall pay to Landlord (i) a processing fee of $2,500 and (ii) all direct out-of-pocket costs and shall reimburse Landlord for all expenses (reasonably incurred by Landlord, including reasonable attorneys’ fees) incurred by Landlord , but not in connection with any assignment excess of $5,000. In the event Tenant desires to sublet a part or sublease requested by Tenant. Landlord mayall of the Premises, in its reasonable discretion, consider all factors cognizable by law as reasonable to evaluate and consider in making its determination of whether to consentor assign this Lease Agreement, including making a study of the financial wherewithal and credit of any proposed successor or subtenant andPermitted Transfer, Tenant shall give written notice to Landlord at least thirty (30) days (at least ten (10) days in the case of an a Permitted Transfer) prior to the proposed subletting or assignment, which notice shall state the name of the proposed subtenant or assignee and the terms of any sublease or assignment documents and shall include copies of financial statements or other relevant financial information of the proposed subtenant or assignee (which information may require additional guaranties as appropriate be provided pursuant to satisfy a commercially reasonable financial standards confidentiality agreement). Except with respect to Permitted Transfers, one-half of any net rents and criteria other consideration (after paying for approval. Any guaranty all reasonable costs of subleasing or reletting incurred by Tenant, including, without limitation, commissions, legal fees, tenant improvements, free rent and any other concessions required to induce a subtenant) received by Tenant from an individual offered assignment of this Lease Agreement or a subletting of the Premises which exceed the rents then payable by Tenant under this Lease Agreement shall be joined paid by spouse Tenant to Landlord as Additional Rent hereunder promptly after such amounts are received by Tenant. At Landlord’s option following a default by Tenant under this Lease Agreement that continues beyond the expiration of applicable notice and cure periods, any and all payments by the subtenant with respect to the sublease shall be in paid directly to Landlord. In any event no assignment or subletting, including a Permitted Transfer, shall release Tenant of its obligation to pay the rent and to perform all other obligations to be performed by Tenant hereunder for the Term of this Lease Agreement. The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. At Landlord’s then current commercially reasonable form. option and with the exception of a Permitted Transfer, Landlord may condition any terminate this Lease Agreement in lieu of giving its consent to any assignment, upon the execution and delivery proposed assignment of Landlord’s commercially reasonable form this Lease Agreement or subletting of instrument, executed by Landlord, Tenant, the successor (assignee) tenant, and any new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns all of its rightsthe Premises, title and interest in and to the Lease and all moneys having been paid thereunderprovided that if Landlord makes such election, including any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, deliver written notice thereof to Tenant and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence of insurance as called for in this Lease prior to first entry upon, on or into the Premises. Landlord may condition any consent to any sublease, upon the execution and delivery to Landlord of a commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums and performance of all covenants required of Tenant under the Lease, (ii) there shall be no modifications or amendments of the sublease without the prior written consent of Landlord, (iii) the subtenant shall not be granted any rights of Tenant under the Lease nor the power to exercise same, (iv) it is provided that in the event of any default under the terms and provisions of the Lease, Landlord shall have the right to collect the rental attributable withdraw its request to the subleased space directly from the subtenant without waiving any assign or sublease within five (5) business days of receipt of Landlord’s rights against Tenantnotice, (v) Landlord in which event, this Lease shall not be liable for, and Tenant and the subtenant shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the sublease, and (vi) nothing in the sublease will be deemed to amend or modify the Lease as between Tenant and Landlord, and the subtenant will expressly confirm and acknowledge that the sublease is inferior and subordinate to the Lease in all respectscontinue uninterrupted.

TENANT ASSIGNMENT. Tenant will agrees not assign to assign, sublet, license, mortgage or encumber this LeaseLease Agreement, in whole or in part, or sublease the Premises, in whole or in any part thereof, whether by voluntary act, operation of law, or otherwise to any entity other than Affiliates (as defined herein), without the specific prior written consent of Landlord in each instance. If Tenant is a corporation, partnership or other legal entity, transfer of a controlling interest of Tenant to any entity other than Affiliates (as defined herein) shall be considered an assignment of this Lease Agreement for purposes of this Article. Consent by Landlord in one such instance shall not be a waiver of Landlord’s rights under this Article as to requiring consent for any subsequent instance. Any purported assignment, subletting, licensing, mortgaging or other transfer of this Lease Agreement or the Premises hereunder by Tenant that does not comply with the provisions of this Article 21 shall be void. Notwithstanding anything herein to the contrary, Tenant may, without the consent of Landlord, assign this Lease Agreement or sublet all or any part of the Premises to an Affiliate of Tenant. As used herein, an “Affiliate” of Tenant shall be deemed to be any entity which (i) either controls, is controlled by or is under common control with Tenant, with “control” meaning the power to direct the management and policies, directly or indirectly, through the ownership of voting capital stock or other ownership interest, or (ii) an entity (hereafter an “Acquiring Entity”) which acquires all, or substantially all, of the assets and business of Tenant by purchase of capital stock or other ownership interest, purchase of assets, consolidation, merger or reorganization so long as Tenant demonstrates to Landlord that immediately prior to such acquisition, such Acquiring Entity had a tangible net worth at least as great as the tangible net worth of Tenant at that same time. In connection with any assignment of this Lease Agreement or subletting of the Premises made or requested by Tenant, Tenant shall pay to Landlord (i) a processing fee of $500.00 and (ii) all direct out-of-pocket costs and shall reimburse Landlord for all expenses (incurred by Landlord, including reasonable attorneys’ feesfees up to a maximum of $1,000. In the event Tenant desires to sublet a part or all of the Premises, or assign this Lease Agreement, including to an Affiliate of Tenant, Tenant shall give written notice to Landlord at least thirty (30) incurred days prior to the proposed subletting or assignment, which notice shall state the name of the proposed subtenant or assignee and the terms of any sublease or assignment documents and shall include copies of financial statements or other relevant financial information of the proposed subtenant or assignee. Any rents and other consideration received by Tenant from an assignment of this Lease Agreement or subletting of the Premises which exceed the rents then payable by Tenant under this Lease Agreement shall be immediately paid by Tenant to Landlord as Additional Rent hereunder. At Landlord’s option following an Event of Default by Tenant under this Lease. Agreement, any and all payments by the subtenant with respect to the sublease shall be paid directly to Landlord. In any event no assignment or subletting, including to an Affiliate of Tenant, shall release Tenant of its obligation to pay the rent and to perform all other obligations to be performed by Tenant hereunder for the Term of this Lease Agreement. The acceptance of rent by Landlord in connection from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. At Landlord’s option and with any the exception of an assignment or sublease requested by subletting to an Affiliate of Tenant. Landlord may, in its reasonable discretion, consider all factors cognizable by law as reasonable to evaluate and consider in making its determination of whether to consent, including making a study of the financial wherewithal and credit of any proposed successor or subtenant and, in the case of an assignment, may require additional guaranties as appropriate to satisfy reasonable financial standards and criteria for approval. Any guaranty of an individual offered shall be joined by spouse and shall be in Landlord’s then current commercially reasonable form. Landlord may condition any terminate this Lease Agreement in lieu of giving its consent to any assignment, proposed assignment of this Lease Agreement or subletting of all of the Premises (which termination may be contingent upon the execution and delivery of Landlord’s commercially reasonable form of instrument, executed by Landlord, Tenant, the successor (assignee) tenant, and any a new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns all of its rights, title and interest in and to the Lease and all moneys having been paid thereunder, including any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated lease with the assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence of insurance as called for in this Lease prior to first entry upon, on proposed assignee or into the Premises. Landlord may condition any consent to any sublease, upon the execution and delivery to Landlord of a commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums and performance of all covenants required of Tenant under the Lease, (ii) there shall be no modifications or amendments of the sublease without the prior written consent of Landlord, (iii) the subtenant shall not be granted any rights of Tenant under the Lease nor the power to exercise same, (iv) it is provided that in the event of any default under the terms and provisions of the Lease, Landlord shall have the right to collect the rental attributable to the subleased space directly from the subtenant without waiving any of Landlord’s rights against Tenant, (v) Landlord shall not be liable for, and Tenant and the subtenant shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the sublease, and (vi) nothing in the sublease will be deemed to amend or modify the Lease as between Tenant and Landlord, and the subtenant will expressly confirm and acknowledge that the sublease is inferior and subordinate to the Lease in all respects).

TENANT ASSIGNMENT. Tenant will not assign this Lease, in whole or in part, or sublease the Premises, in whole or in part without the prior consent of Landlord. Tenant shall pay to Landlord all direct costs and shall reimburse Landlord for all expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with any assignment or sublease requested by Tenant. Landlord maypart, in its reasonable discretion, consider all factors cognizable by law as reasonable to evaluate and consider in making its determination of whether to consent, including making a study of the financial wherewithal and credit of any proposed successor or subtenant and, in the case of an assignment, may require additional guaranties as appropriate to satisfy reasonable financial standards and criteria for approval. Any guaranty of an individual offered shall be joined by spouse and shall be in Landlord’s then current commercially reasonable form. Landlord may condition any consent to any assignment, upon the execution and delivery of Landlord’s commercially reasonable form of instrument, executed by Landlord, Tenant, the successor (assignee) tenant, and any new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns all of its rights, title and interest in and to the Lease and all moneys having been paid thereunder, including any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence of insurance as called for in this Lease prior to first entry upon, on or into the Premises. Landlord may condition any consent to any sublease, upon the execution and delivery to Landlord of a commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums and performance of all covenants required of Tenant under the Lease, (ii) there shall be no modifications or amendments of the sublease without the prior written consent of Landlord, (iii) the subtenant shall which consent will not be granted unreasonably withheld, subject to Landlord’s right of recapture set forth below, and in no event will Tenant be released from any rights obligation or liability under this Lease following any such assignment or sublease. Notwithstanding the foregoing to the contrary, Landlord may, in Landlord’s sole and absolute discretion, approve or disapprove any proposed assignment or sublease by Tenant to an existing occupant of any space in the Park or an affiliate of any such occupant. Landlord will approve or deny any request for an assignment or sublease within 10 business days after Tenant’s written request. No sublessee of the Premises or any portion thereof, may further assign or sublease its interest in the Premises or any portion thereof. Legal fees and expenses incurred by Landlord (not to exceed $2,000.00) in connection with the review by Landlord of Tenant’s requested assignment or sublease pursuant to this Section, including fees and disbursements incurred in the preparation and/or review of any documentation, will be paid by Tenant within 30 days of invoice for payment thereof, as Additional Rent. If the rent due and payable by any assignee or sublessee under any permitted assignment or sublease exceeds the Rent payable under this Lease for such space, Tenant will pay to Landlord 50% of all such excess rent and other excess consideration (less Tenant’s reasonable third party costs for effecting the assignment or sublease) within 10 days following receipt thereof by Tenant. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right, without Landlord’s consent, to assign this Lease or sublet all or any portion of the Premises to: (a) a parent, subsidiary or affiliated entity of Tenant, or (b) any entity to which all or a substantial portion of the assets or stock of Tenant under have been sold or transferred, or (c) any entity in connection with a merger, sale of stock, consolidation or other corporate reorganization or transaction involving Tenant, or (d) as part of the Lease nor the power to exercise samesale, transfer or assignment of fifty percent (iv50%) it is provided that in the event or more of any default Tenant’s leases. Any subletting or assignment permitted under the terms and provisions of the Leasepreceding sentence is hereinafter referred to as a “Permitted Transfer”. In addition, Tenant shall have the right to have subleased, licensed or concessioned departments operated as part of Tenant’s primary business operations without the consent of Landlord ( a “Service Provider License”). Tenant shall promptly provide Landlord with written notice of any Permitted Transfer or Service Provider License. No Permitted Transfer or Service Provider License shall release Tenant from Tenant’s obligations hereunder or alter the primary liability of Tenant to pay the Rent and other sums due Landlord hereunder and to perform all other obligations to be performed by Tenant hereunder. Within 15 days after Landlord’s receipt of Tenant’s request for Landlord’s consent to a proposed assignment or sublease, excluding any assignment or sublease to an affiliate of Tenant or a Service Provider License, Landlord shall have the right to collect require Tenant to reconvey to Landlord that portion of the rental attributable Premises which Tenant is seeking to assign or sublet. Tenant shall reconvey that portion of the subleased space directly from the subtenant without waiving any Premises in consideration of Landlord’s release of Tenant from all future Rent and other obligations, which would not otherwise survive termination of the Lease, with respect to the portion of the Premises so reconveyed. Any such reconveyance shall be evidenced by an agreement reasonably acceptable to Landlord and Tenant in form and substance. Notwithstanding anything to the contrary contained herein, in the event that Landlord exercises such reconveyance rights against as are set forth above, Tenant, by written notice to Landlord within ten (v10) days of Tenant’s receipt of Landlord’s notice to reconvey, may rescind its request to Landlord to approve such sublease or assignment in which case Tenant shall not be liable for, and Tenant required to reconvey such space and the subtenant shall, jointly Lease shall continue in full force and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the sublease, and (vi) nothing in the effect as if Tenant had not sought to sublease will be deemed to amend or modify the Lease as between Tenant and Landlord, and the subtenant will expressly confirm and acknowledge that the sublease is inferior and subordinate to the Lease in all respectsassign such space.

TENANT ASSIGNMENT. Tenant will shall not assign this Leaseassign, in whole or in part, ----------------- this Agreement, or sublease allow it to be assigned, in whole or in part, by operation of law or otherwise or mortgage or pledge the same, or sublet the Premises, in whole or in part without the prior consent of Landlord. Tenant shall pay to Landlord all direct costs and shall reimburse Landlord for all expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with any assignment or sublease requested by Tenant. Landlord maypart, in its reasonable discretion, consider all factors cognizable by law as reasonable to evaluate and consider in making its determination of whether to consent, including making a study of the financial wherewithal and credit of any proposed successor or subtenant and, in the case of an assignment, may require additional guaranties as appropriate to satisfy reasonable financial standards and criteria for approval. Any guaranty of an individual offered shall be joined by spouse and shall be in Landlord’s then current commercially reasonable form. Landlord may condition any consent to any assignment, upon the execution and delivery of Landlord’s commercially reasonable form of instrument, executed by Landlord, Tenant, the successor (assignee) tenant, and any new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns all of its rights, title and interest in and to the Lease and all moneys having been paid thereunder, including any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence of insurance as called for in this Lease prior to first entry upon, on or into the Premises. Landlord may condition any consent to any sublease, upon the execution and delivery to Landlord of a commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums and performance of all covenants required of Tenant under the Lease, (ii) there shall be no modifications or amendments of the sublease without the prior written consent of Landlord, Landlord (iii) the subtenant which consent shall not be granted unreasonably withheld), and in no event shall any rights such assignment or sublease ever release Tenant or any guarantor from any obligation or liability hereunder. In determining the reasonableness of Landlord's decision to grant or withhold its consent to a proposed assignment or sublease, Landlord may take into consideration all relevant factors surrounding the proposed assignment or sublease, including, without limitation, the following: (a) the business reputation of the proposed assignee or subtenant and its officers, directors and stockholders; (b) the nature of the business and the proposed use of the Premises by the proposed assignee or subtenant in relation to the other tenants or occupants of the Project; (c) the financial condition of the proposed assignee or subtenant; (d) restrictions, if any, contained in other leases or agreement affecting Project; (e) the effect that the proposed assignee's or subtenant's occupancy or use of a portion of the premises would have upon the operation and maintenance of the Project and Landlord's investment therein; (f) the extent to which the proposed assignee or subtenant and Tenant under provide Landlord with assurances reasonably satisfactory to Landlord as to the Lease nor satisfaction of Tenant's obligations hereunder, including the power payment of rent; (g) restrictions, if any, imposed by the holder of any deed to exercise samesecure debt or mortgage encumbering the Project or any portion thereof. Without limiting the generality of the foregoing, (ivh) it is provided that in no sublease of less than the event of any default under the terms and provisions entire Premises shall be permitted hereunder if Landlord disapproves of the Lease, Landlord size and configuration of the space which is proposed to be subleased; (ii) no sublease or assignment shall have the right to collect the rental attributable to the subleased space directly from be permitted hereunder unless such sublease or assignment expressly requires the subtenant without waiving any of Landlord’s rights against Tenant, (v) Landlord shall not be liable for, and Tenant and the subtenant shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated or assignee to strictly comply with the sublease, requirements of sections 1.06 and (vi) nothing in 3.01 of this Agreement. No assignee or subtenant of the sublease will be deemed to amend Premises or modify any portion thereof may assign or sublet the Lease as between Tenant and Landlord, and the subtenant will expressly confirm and acknowledge that the sublease is inferior and subordinate to the Lease in all respectsPremises or any portion thereof.

TENANT ASSIGNMENT. Tenant will shall not assign, sublease, transfer, pledge, or encumber this Lease or any interest therein without Landlord's prior written consent. Any attempted assignment, sublease or other transfer or encumbrance by Tenant in violation of the terms and covenants of this paragraph shall be void. Notwithstanding any provision contained in the Lease to the contrary, Tenant shall have the right, without Landlord's consent, to assign this LeaseLease or sublet all or any part of the Premises to any "Affiliate" of Tenant, as defined in whole the Purchase Agreement. Prior to any such assignment or in partsublease, Tenant shall provide Landlord with a written notice specifying the name of the assignee or sublease sublessee and also providing Landlord with a copy of the Premises, in whole instrument of assignment or in part without sublease. Landlord shall have twenty (20) days after receipt of such notice to adopt one of the prior consent following alternatives: (a) to approve the proposed sale or transfer; or (b) to elect to cancel the Lease by written notice to the Tenant specifying the date of Landlord. such cancellation whereupon the Tenant shall pay to Landlord all direct costs and shall reimburse Landlord for all expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with any assignment or sublease requested by Tenant. Landlord may, in its reasonable discretion, consider all factors cognizable by law as reasonable to evaluate and consider in making its determination of whether to consent, including making a study of the financial wherewithal and credit of any proposed successor or subtenant and, in the case of an assignment, may require additional guaranties as appropriate to satisfy reasonable financial standards and criteria for approval. Any guaranty of an individual offered shall be joined by spouse and shall be in Landlord’s then current commercially reasonable form. Landlord may condition any consent to any assignment, upon the execution and delivery of Landlord’s commercially reasonable form of instrument, executed by Landlord, Tenant, the successor (assignee) tenant, and any new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns all of its rights, title and interest in and to the Lease and all moneys having been paid thereunder, including any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence of insurance as called for in this Lease prior to first entry upon, on or into the Premises. Landlord may condition any consent to any sublease, upon the execution and delivery to Landlord of a commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums charges to the date of such cancellation, shall vacate the Premises on the said date and shall thereafter have no further obligation to Landlord nor shall Landlord have any further obligation to Tenant. Consent of Landlord to one assignment, subletting, or granting shall not constitute a waiver of Landlord's rights with respect to any other assigning, subletting or granting. In no event shall Tenant assign the Lease or permit the use of any portion of the Premises for any use which will conflict with the use rights of the Landlord in the Premises or Common Areas. Any assigning, subletting or granting, notwithstanding the consent of the Landlord, shall not in any manner release the Tenant herein from its continued liability for the performance of all covenants required the provisions of Tenant under the this Lease and any amendments or modifications then or thereafter a part of this Lease, (ii) there . The acceptance of any rental payments by Landlord from any alleged assignee shall be no modifications or amendments not constitute approval of the sublease without assignment of this Lease by the prior written consent of Landlord, (iii) the subtenant shall not be granted any rights of Tenant under the Lease nor the power to exercise same, (iv) it is provided that in the event of any default under the terms and provisions of the Lease, Landlord shall have the right to collect the rental attributable to the subleased space directly from the subtenant without waiving any of Landlord’s rights against Tenant, (v) Landlord shall not be liable for, and Tenant and the subtenant shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the sublease, and (vi) nothing in the sublease will be deemed to amend or modify the Lease as between Tenant and Landlord, and the subtenant will expressly confirm and acknowledge that the sublease is inferior and subordinate to the Lease in all respects.

TENANT ASSIGNMENT. Tenant will agrees not assign to assign, sublet, license, mortgage or encumber this LeaseLease Agreement, in whole or in part, or sublease the Premises, in whole or in any part thereof, whether by voluntary act, operation of law, or otherwise to any entity other than Affiliates (as defined herein), without the specific prior written consent of Landlord in each instance. If Tenant is a corporation, partnership or other legal entity, transfer of a controlling interest of Tenant to any entity other than Affiliates (as defined herein) shall be considered an assignment of this Lease Agreement for purposes of this Article. Consent by Landlord in one such instance shall not be a waiver of Landlord’s rights under this Article as to requiring consent for any subsequent instance. Any purported assignment, subletting, licensing, mortgaging or other transfer of this Lease Agreement or the Premises hereunder by Tenant that does not comply with the provisions of this Article 21 shall be void. Notwithstanding anything herein to the contrary, Tenant may, without the consent of Landlord, assign this Lease Agreement or sublet all or any part of the Premises to an Affiliate of Tenant. As used herein, an “Affiliate” of Tenant shall be deemed to be any entity which (i) either controls, is controlled by or is under common control with Tenant, with “control” meaning the power to direct the management and policies, directly or indirectly, through the ownership of voting capital stock or other ownership interest, or (ii) an entity (hereafter an “Acquiring Entity”) which acquires all, or substantially all, of the assets and business of Tenant by purchase of capital stock or other ownership interest, purchase of assets, consolidation, merger or reorganization so long as Tenant demonstrates to Landlord that immediately prior to such acquisition, such Acquiring Entity had a tangible net worth at least as great as the tangible net worth of Tenant at that same time. In connection with any assignment of this Lease Agreement or subletting of the Premises made or requested by Tenant, Tenant shall pay to Landlord (i) a processing fee of $500.00 and (ii) all direct out-of-pocket costs and shall reimburse Landlord for all expenses (incurred by Landlord, including reasonable attorneys’ feesfees up to a maximum of $1,000. In the event Tenant desires to sublet a part or all of the Premises, or assign this Lease Agreement, including to an Affiliate of Tenant, Tenant shall give written notice to Landlord at least thirty (30) incurred days prior to the proposed subletting or assignment, which notice shall state the name of the proposed subtenant or assignee and the terms of any sublease or assignment documents and shall include copies of financial statements or other relevant financial information of the proposed subtenant or assignee. Any rents and other consideration received by Tenant from an assignment of this Lease Agreement or subletting of the Premises which exceed the rents then payable by Tenant under this Lease Agreement shall be immediately paid by Tenant to Landlord as Additional Rent hereunder. At Landlord’s option following an Event of Default by Tenant under this Lease Agreement, any and all payments by the subtenant with respect to the sublease shall be paid directly to Landlord. In any event no assignment or subletting, including to an Affiliate of Tenant, shall release Tenant of its obligation to pay the rent and to perform all other obligations to be performed by Tenant hereunder for the Term of this Lease Agreement. The acceptance of rent by Landlord in connection from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. At Landlord’s option and with any the exception of an assignment or sublease requested by subletting to an Affiliate of Tenant. Landlord may, in its reasonable discretion, consider all factors cognizable by law as reasonable to evaluate and consider in making its determination of whether to consent, including making a study of the financial wherewithal and credit of any proposed successor or subtenant and, in the case of an assignment, may require additional guaranties as appropriate to satisfy reasonable financial standards and criteria for approval. Any guaranty of an individual offered shall be joined by spouse and shall be in Landlord’s then current commercially reasonable form. Landlord may condition any terminate this Lease Agreement in lieu of giving its consent to any assignment, proposed assignment of this Lease Agreement or subletting of all of the Premises (which termination may be contingent upon the execution and delivery of Landlord’s commercially reasonable form of instrument, executed by Landlord, Tenant, the successor (assignee) tenant, and any a new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns all of its rights, title and interest in and to the Lease and all moneys having been paid thereunder, including any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated lease with the assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence of insurance as called for in this Lease prior to first entry upon, on proposed assignee or into the Premises. Landlord may condition any consent to any sublease, upon the execution and delivery to Landlord of a commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums and performance of all covenants required of Tenant under the Lease, (ii) there shall be no modifications or amendments of the sublease without the prior written consent of Landlord, (iii) the subtenant shall not be granted any rights of Tenant under the Lease nor the power to exercise same, (iv) it is provided that in the event of any default under the terms and provisions of the Lease, Landlord shall have the right to collect the rental attributable to the subleased space directly from the subtenant without waiving any of Landlord’s rights against Tenant, (v) Landlord shall not be liable for, and Tenant and the subtenant shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the sublease, and (vi) nothing in the sublease will be deemed to amend or modify the Lease as between Tenant and Landlord, and the subtenant will expressly confirm and acknowledge that the sublease is inferior and subordinate to the Lease in all respects).

TENANT ASSIGNMENT. Tenant will shall not assign this Leaseassign, in whole or in partsublease, transfer, pledge, or sublease the Premises, in whole encumber this Lease or in part any interest therein without the Landlord's prior written consent of Landlord. Tenant shall pay to Landlord all direct costs and shall reimburse Landlord for all expenses (including reasonable attorneys’ fees) incurred by Landlord in connection with any assignment or sublease requested by Tenant. Landlord may, in its reasonable discretion, consider all factors cognizable by law as reasonable to evaluate and consider in making its determination of whether to consent, including making a study of the financial wherewithal and credit of any proposed successor or subtenant and, in the case of an assignment, may require additional guaranties as appropriate to satisfy reasonable financial standards and criteria for approval. Any guaranty of an individual offered shall be joined by spouse and shall be in Landlord’s then current commercially reasonable form. Landlord may condition any which consent to any assignment, upon the execution and delivery of Landlord’s commercially reasonable form of instrument, executed by Landlord, Tenant, the successor (assignee) tenant, and any new guarantor(s) then so arising, under the terms of which (i) the Tenant (as assignor) agrees and confirms to the foregoing continued obligations and liabilities and assigns all of its rights, title and interest in and to the Lease and all moneys having been paid thereunder, including any security deposit, (ii) the successor (as assignee) agrees to assume the Lease in all respects and to assume all obligations of payment and performance thereunder, past, present and future, including for the express benefit of Landlord and accepts the Premises in its then as-is condition, (iii) Landlord shall not be liable for, and Tenant and the successor (as assignee) shall, jointly and severally, hold Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with the unreasonably withheld. Any attempted assignment, and (iv) the successor (as assignee) agrees to provide all proper current evidence sublease or other transfer or encumbrance by Tenant in violation of insurance as called for in this Lease prior to first entry upon, on or into the Premises. Landlord may condition any consent to any sublease, upon the execution and delivery to Landlord of a commercially reasonable form of sublease agreement as between Tenant and such subtenant, under the terms of which (i) Tenant shall continue to remain primarily liable for the payment of all amounts of rental and other sums and performance of all covenants required of Tenant under the Lease, (ii) there shall be no modifications or amendments of the sublease without the prior written consent of Landlord, (iii) the subtenant shall not be granted any rights of Tenant under the Lease nor the power to exercise same, (iv) it is provided that in the event of any default under the terms and provisions covenants of this paragraph shall be void. Notwithstanding any provision contained in the LeaseLease to the contrary, Landlord Tenant shall have the right right, without Landlord's consent, to collect assign this Lease or sublet all or any part of the rental attributable Premises to any "Affiliate" of Tenant, as defined in the subleased space directly from Purchase Agreement. Prior to any such assignment or sublease, other than to an "Affiliate" of Tenant, Tenant shall provide Landlord with a written notice specifying the subtenant without waiving any name of the assignee or sublessee and also providing Landlord with a copy of the instrument of assignment or sublease. Consent of Landlord to one assignment, subletting, or granting shall not constitute a waiver of Landlord’s 's rights against Tenantwith respect to any other assigning, (v) subletting or granting. In no event shall Tenant assign the Lease or permit the use of any portion of the Premises for any use which will conflict with the use rights of the Landlord in the Premises or Common Areas. Any assigning, subletting or granting, notwithstanding the consent of the Landlord, shall not be liable for, in any manner release the Tenant herein from its continued liability for the performance of the provisions of this Lease and Tenant and the subtenant shall, jointly and severally, hold any amendments or modifications then or thereafter a part of this Lease. The acceptance of any rental payments by Landlord harmless against and indemnify Landlord for and from any commission(s) payable associated with alleged assignee shall not constitute approval of the sublease, and (vi) nothing in assignment of this Lease by the sublease will be deemed to amend or modify the Lease as between Tenant and Landlord, and the subtenant will expressly confirm and acknowledge that the sublease is inferior and subordinate to the Lease in all respects.